Common use of Special Purpose Entity/Separateness Clause in Contracts

Special Purpose Entity/Separateness. (a) Since its formation, no Loan Party has conducted any business other than entering into and performing its obligations under the Loan Documents to which it is a party and as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or (ii) any debt security or other evidence of indebtedness of any Person, except for Permitted Investments and as otherwise contemplated by the Loan Documents. Borrower does not have any subsidiaries. (b) Any and all of the stated facts and assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in the Insolvency Opinion. Each entity other than a Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b). (c) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan Party.

Special Purpose Entity/Separateness. (a) Since its formation, no Loan Party has conducted any business other than entering into and performing its obligations under the Loan Documents to which it is a party and as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or (ii) any debt security or other evidence of indebtedness of any Person, except for Permitted Investments and as otherwise contemplated by the Loan Documents. As of the Closing Date, Borrower does not have any subsidiaries. (b) Any and all of the stated facts and assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in the Insolvency Opinion. Each entity other than a Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b). (c) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan Party.

Special Purpose Entity/Separateness. (a) Since its formation, no Loan Party has conducted any business other than entering into and performing its obligations under the Loan Documents to which it is a party and as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or (ii) any debt security or other evidence of indebtedness of any Person, except for Permitted Investments and as otherwise contemplated by the Loan Documents. As of the Closing Date, Borrower does not have any subsidiaries other than Borrower TRS, and Borrower TRS has no subsidiaries. (b) Any and all of the stated facts and assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in the Insolvency Opinion. Each entity other than a Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b). (c) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan Party.

Special Purpose Entity/Separateness. (a) Since Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that (i) Borrower has been since its formation, no Loan Party has conducted any business other than entering into is now, and performing its obligations under the Loan Documents shall continue to which it is be a party and as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or and (ii) any debt security or other evidence of indebtedness of any PersonPrincipal (if any) has been since its formation, except for Permitted Investments is now, and as otherwise contemplated by the Loan Documents. Borrower does not have any subsidiariesshall continue to be a Special Purpose Entity. (b) The representations, warranties and covenants set forth in Section 4.1.30 (a) shall survive for so long as the outstanding balance of the Loan remains unpaid. (c) Any and all of the stated facts and assumptions made in the any Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party Borrower and Principal will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in the any Insolvency Opinion. Each entity other than a Loan Party Borrower and Principal with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, comply with all of the assumptions made and facts stated with respect to it in the any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b). (cd) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan Partyof Borrower and/or Principal. (e) Each amendment and each restatement of the organizational documents of Borrower or Principal, if any, has been accomplished in accordance with, and was permitted by, the relevant provisions of each such document prior to its amendment or restatement from time-to-time.

Special Purpose Entity/Separateness. (a) Since its formationExcept as set forth on Schedule 4.1.30, no each Loan Party has conducted any business other than entering into at all times since its formation been and performing its obligations under the Loan Documents to which it is a party and as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or (ii) any debt security or other evidence of indebtedness of any Person, except for Permitted Investments and as otherwise contemplated by the Loan Documents. Borrower does not have any subsidiariesEntity. (b) The representations and warranties set forth in this Section 4.1.30 shall survive for so long as any amount remains payable to Lender under this Agreement or any other Loan Document. (c) Any and all of the stated facts and assumptions made in the any Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in any Insolvency Opinion, in each case as of the date of such Insolvency Opinion. Each To Borrower’s Knowledge, each entity other than a the Loan Party Parties with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, with all of the assumptions made and facts stated with respect to it in the any such Insolvency Opinion. Borrower covenants that , in connection with any Additional each case as of the date of such Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b)Opinion. (cd) Borrower covenants Each Loan Party hereby represents with respect to itself and agrees each other Loan Party that Borrower shall provide Lender with thirty (30) days’ prior written notice any amendment or restatement of any organizational document of any Loan Party has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to the removal of an Independent Director its amendment or restatement from time to time. (e) Any amendment or restatement of any Loan Party’s organizational documents was accomplished in accordance with, and was permitted by, the relevant provisions of applicable law and the relevant provisions of said document prior to its amendment or restatement from time to time. (f) Each Loan Party that is a limited liability company and Principal has at all times had at least one member and each Loan Party that is a limited partnership has at all times had one general partner and one limited partner that were different Persons, as applicable. (g) Any payments made pursuant to the Loan Documents to or for the benefit of Borrower or Mezzanine Borrower shall constitute distributions to or at the discretion of the applicable equity owner of such entity. (h) The Organizational Documents for each Loan Party that is a Delaware limited liability company provide and shall at all times during the term of the Loan provide that (1) except for duties to any Loan Party as set forth in the Organizational Documents (including duties to the member and any Loan Party’s creditors solely to the extent of their respective economic interests in such Loan Party, but excluding (i) all other interests of the member, (ii) the interests of other Affiliates of a Loan Party, and (iii) the interests of any group of Affiliates of which a Loan Party is a part), the Independent Directors shall not have any fiduciary duties to the member, any officer or any other Person bound by the applicable Loan Party’s Organizational Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (2) to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Limited Liability Company Act, an Independent Director shall not be liable to Borrower, the member or any other Person bound by the applicable Loan Party’s Organizational Documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct; (3) all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the applicable Loan Party’s Organizational Documents; (4) notwithstanding any other provision of the applicable Loan Party’s Organizational Documents to the contrary, each Independent Director, in its capacity as an Independent Director, may only act, vote or otherwise participate in those matters referred to in Section 9(j)(iii) of the applicable Loan Party’s Organizational Documents or as otherwise specifically required by the applicable Organizational Documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the board of directors of such Borrower unless, pursuant to the provisions of Section 9(j)(iii) or as otherwise specifically provided in the applicable Organizational Documents, such action would be invalid in the absence of the affirmative vote or consent of such Independent Director; and (5) such Loan Party shall not divide into multiple entities or series pursuant to Section 18-217 of the Delaware Limited Liability Company Act. For avoidance of doubt, each Loan Party shall at all times be either a Delaware limited liability company or a Delaware limited partnership with a Principal that is a Delaware limited liability company. (i) Without limiting the foregoing in this Section 4.1.30, each Loan Party (i) has since the date of its formation been duly formed, validly existing and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business, (ii) subject to its right to contest taxes in good faith by appropriate proceedings, is not involved in any dispute with any taxing authority which is reasonably likely to have a material adverse effect on any Individual Property or the Loan Parties (taken as a whole), (iii) is not now and has never been, party to any lawsuit, arbitration, summons or legal proceeding that resulted in a judgment against it that has not been paid in full, and (iv) has all times since the date of its formation been a single purpose, bankruptcy remote entity and complied with the separateness covenants set forth in its respective Organizational Documents. (j) Each Loan Party has no judgments or Liens of any nature against it except for Section 2.7 Tax liens not yet due and the Permitted Encumbrances.

Special Purpose Entity/Separateness. (a) Since its formation, no Loan Party has conducted any business other than entering into and performing its obligations under the Loan Documents to which it is a party and as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or (ii) any debt security or other evidence of indebtedness of any Person, except for Permitted Investments and as otherwise contemplated by the Loan Documents. As of the Closing Date, Borrower does not have any subsidiaries other than Borrower TRS, and Borrower TRS has no subsidiaries. (b) Any and all of the stated facts and assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in the Insolvency Opinion. Each entity other than a Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b). (c) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan Party.be

Special Purpose Entity/Separateness. (a) Since its formationUntil the Debt has been paid in full, no Loan Party has conducted any business other than entering into Borrower hereby represents, warrants and performing its obligations under covenants that (i) Borrower is, shall be and shall continue to be a Special Purpose Entity, (ii) Master Lessee is, shall be and shall continue to be a Special Purpose Entity, and (iii) (if applicable) Principal is, shall be and shall continue to be a Special Purpose Entity. Lender acknowledges that the Loan Documents to which it is a party and as described single purpose entity provisions contained in the definition limited liability company agreements of Special Purpose Entity herein. As each of Borrower and Master Lessee as of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than Date satisfy the requirements of a Loan Party or (ii) any debt security or other evidence of indebtedness of any Person, except for Permitted Investments and as otherwise contemplated by the Loan Documents. Borrower does not have any subsidiariesSpecial Purpose Entity. (b) The representations, warranties and covenants set forth in Section 4.1.30(a) shall survive for so long as any amount remains payable to Lender under this Agreement or any other Loan Document. (c) Any and all of the stated facts and assumptions made in the any Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party Borrower, Master Lessee and Principal will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in the any Insolvency Opinion. Each entity other than a Loan Party Borrower, Master Lessee and Principal with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, comply with all of the assumptions made and facts stated with respect to it in the any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in respect of Borrower or Master Lessee in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b). (c) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan Party.

Special Purpose Entity/Separateness. (a) Since its formation, no Loan Party neither Borrower nor Equity Owner has conducted any business other than entering into and performing its obligations under the Loan Documents to which it is a party and as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party neither Borrower nor Equity Owner owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or (ii) any debt security or other evidence of indebtedness of any Person, except for Permitted Investments and as otherwise contemplated by the Loan Documents. As of the Closing Date, Borrower does not have any subsidiaries. (b) Any and all of the stated facts and assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in the Insolvency Opinion. Each entity other than a Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b)) and the definition of Special Purpose Entity. (c) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan PartyBorrower or Equity Owner.

Special Purpose Entity/Separateness. (a) Since its formation, no Loan Party has conducted any business other than entering into and performing its obligations under the Loan Documents to which it is a party and as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or (ii) any debt security or other evidence of indebtedness of any Person, except for Permitted Investments and and, in each case, as otherwise contemplated by the Loan Documents. As of the Closing Date, Borrower does not have any subsidiariessubsidiaries other than Borrower TRS. (b) Any and all of the stated facts and assumptions made in the each Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in the each Insolvency Opinion. Each entity other than a Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, with all of the assumptions made and facts stated with respect to it in the such Insolvency Opinion. Borrower covenants that that, in connection with any Additional Insolvency Opinion delivered in connection with this Agreement Agreement, it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b). (c) Borrower covenants and agrees that Borrower shall provide Lender the Administrative Agent with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan Party.

Special Purpose Entity/Separateness. (a) Since Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that (i) Borrower has been since its formation, no Loan Party has conducted any business other than entering into is now, and performing its obligations under the Loan Documents shall continue to which it is be a party and as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or and (ii) any debt security or other evidence of indebtedness of any PersonPrincipal (if any) has been since its formation, except for Permitted Investments is now, and as otherwise contemplated by the Loan Documents. Borrower does not have any subsidiariesshall continue to be a Special Purpose Entity. (b) The representations, warranties and covenants set forth in Section 4.1.30 (a) shall survive for so long as the outstanding balance of the Loan remains unpaid. (c) Any and all of the stated facts and assumptions made in the any Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party Borrower and Principal will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in the any Insolvency Opinion. Each entity other than a Loan Party Borrower and Principal with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, comply with all of the assumptions made and facts stated with respect to it in the any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b). (cd) Borrower covenants and agrees that Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan Partyof Borrower and/or Principal. (e) Each amendment and each restatement of the organizational documents of Borrower or Principal has been accomplished in accordance with, and was permitted by, the relevant provisions of each such document prior to its amendment or restatement from time-to-time.