Common use of Single Asset Entity Clause in Contracts

Single Asset Entity. During the term of the Loans, Borrower shall not (i) acquire any real or personal property other than the Property and personal property related to the operation and maintenance of the Property; (ii) operate any business other than the management and operation of the Property; (iii) maintain its assets in a way difficult to segregate and identify; (iv) create, assume, incur or become liable for debt, obligations, or performance of obligations for the benefit of any other entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction with any affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ix) not commingle its assets or funds with those of any other Person; (x) not assume, guarantee or pay the debts or obligations of any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee or pay its obligations (other than the Guarantors, and direct or indirect owners of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any equity owner to make additional capital contributions, loans or other advances to Borrower. The Separateness Provisions shall be included in the Venture Agreement. The failure of Borrower to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entity.

Single Asset Entity. During the term of the Loans, Borrower Grantor shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the Property Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and personal property related all Obligations are satisfied. Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose to the acquisition, operation and maintenance disposition of the Property; , and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor covenants: (a) That Grantor does not own and will not own any asset or property other than (i) the Property, and (ii) operate incidental personal property necessary for the ownership or operation of the Property. (b) That Grantor will not engage in any business other than the ownership, management and operation of the Property; Property and Grantor will conduct and operate its business as presently conducted and operated. (iiic) maintain its assets in a way difficult to segregate and identify; That Grantor will not enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal (iv) create, assume, incur or become liable for debt, obligations, or performance of obligations for the benefit of any other entityan “Affiliate”), except for liabilities upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any Principal or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal operation of and reasonable under the Property or unsecured loans by Borrower’s equity owners to Borrower (provided that no debt incurred by circumstances. No indebtedness other than the operation of the Property Indebtedness may be secured (subordinate or pari passu) by the Property Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due. (g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agentof Grantor or Principal in a manner which would adversely affect the Grantor’s prior written consent, other than non-material amendments thereto. In order to maintain its status existence as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it single-purpose entity. (h) That Grantor will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other Person; entity (iiincluding any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (l) That neither Grantor nor any constituent party of Grantor will seek the dissolution or winding up, in whole or in part, of Grantor, nor will Grantor merge with or be consolidated into any other entity. (m) That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor has and will maintain its assets in such a manner that it is will not be costly or difficult to segregate segregate, ascertain or identify such assets; its individual assets from those of any constituent party of Grantor, Affiliate, Principal or any other person. (iiio) comply with all organizational formalities necessary to maintain its separate existence; (iv) That Grantor does not and will not hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except responsible for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction with any affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ix) not commingle its assets or funds with those of any other Person; (x) not assume, guarantee or pay the debts or obligations of any other Person; person (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee or pay its obligations (other than the Guarantors, and direct or indirect owners of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any equity owner governmental authorities that may be required from time to make additional capital contributionstime with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, loans Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has no debts or obligations other than normal accounts payable in the ordinary course of business, this Deed of Trust and the Note it secures. Any other indebtedness or other advances obligation of Grantor has been paid in full prior to Borrower. The Separateness Provisions shall be included in the Venture Agreement. The failure or through application of Borrower to comply with any proceeds from funding of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entityloan.

Single Asset Entity. During Except as otherwise permitted by Beneficiary, the term of the Loans, Borrower Trustor shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the Property and personal Premises, or become a shareholder of or a member or partner in any entity which acquires any property related to the operation and maintenance of the Property; (ii) operate any business other than the management and operation of Premises, until such time as the Property; Indebtedness has been fully repaid. Trustor covenants: (iiia) To maintain its assets assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity; (b) To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s length relationship with its affiliates; (c) To hold itself out as a way difficult separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Except if in favor of Beneficiary, not to segregate and identify; (iv) create, assume, incur guarantee or become liable obligated for debtthe debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, obligationsincluding not acquiring obligations or securities of its partners, members or performance shareholders; (e) Except if in favor of obligations Beneficiary, not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners ; (f) Not to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction contract or agreement with any affiliateparty which is directly or indirectly controlling, controlled by or under common control with the Trustor (an “Affiliate”), except upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties; parties other than any Affiliate or are approved in writing by Beneficiary; (ixg) not commingle Neither the Trustor nor any constituent party of the Trustor will seek the dissolution or winding up, in whole or in part, of the Trustor, nor will the Trustor merge with or be consolidated into any other entity; (h) The Trustor has and will maintain its assets in such a manner that it will not be costly or funds with difficult to segregate, ascertain or identify its individual assets from those of any constituent party of the Trustor, any Affiliate, the Guarantor or any other Personperson; and (xi) not assume, guarantee or pay the The Trustor now has and will hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents; and any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee indebtedness or pay its obligations (other than the Guarantors, and direct or indirect owners of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none obligation of the foregoing shall require any equity owner to make additional capital contributionsTrustor, loans or other advances to Borrower. The Separateness Provisions shall be included except for normal accounts payable in the Venture Agreement. The failure ordinary course of Borrower business, the Loan, this Deed of Trust and the other Loan Documents, has been paid in full prior to comply with any or through application of proceeds from the funding of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entityLoan.

Single Asset Entity. During the term of the Loans, Borrower The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the Property and personal Property, or become a shareholder of or a member or partner in any entity which acquires any property related other than the Property, until such time as the Obligations have been fully repaid. The operating agreement of the Mortgagor shall limit its purpose to the operation acquisition, operation, management and maintenance disposition of the Property, and such purposes shall not be amended without the prior written consent of the Bank. The Mortgagor covenants: (c) To maintain its assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity, except that Mortgagor’s financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an affiliate; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (iid) operate To conduct its own business in its own name, allocate fairly and reasonably any business other than overhead for shared employees and office space, to maintain an arm’s length relationship with its affiliates, and to pay its own liabilities out of its own funds, to the management and extent of revenue generated from the operation of the Property; provided, however, the foregoing covenant shall not require the members or managers of the Mortgagor to make any additional capital contributions to the Mortgagor or cause personal liability; (iiie) To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations to the extent available only from the cash flow generated from the operation of the Property, and observe all organizational formalities; (f) Not to guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders; (g) Not to pledge its assets in a way difficult to segregate and identify; (iv) create, assume, incur or become liable for debt, obligations, or performance of obligations for the benefit of any other entity or person or make any loans or advances to any person or entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners ; (h) Not to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction contract or agreement with any affiliateparty which is directly or indirectly controlling, controlled by or under common control with the Mortgagor (an “Affiliate”), except upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties; parties other than any Affiliate; (ixi) not commingle Neither the Mortgagor nor any constituent party of the Mortgagor will seek the dissolution or winding up, in whole or in part, of the Mortgagor, nor will the Mortgagor merge with or be consolidated into any other entity; (j) The Mortgagor has and will maintain its assets in such a manner that it will not be costly or funds with difficult to segregate, ascertain or identify its individual assets from those of any constituent party of the Mortgagor, any Affiliate or any other Person; person; (xk) not assume, guarantee or pay the The Mortgagor now has and will hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, this Mortgage, and the Loan; and any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee indebtedness or pay its obligations (other than the Guarantors, and direct or indirect owners of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none obligation of the foregoing shall require Mortgagor has been paid in full prior to or through application of proceeds from the funding of the Loan. Notwithstanding any equity owner to make additional capital contributionscontrary provision in this Mortgage or in any of the Loan Documents, loans or other advances to Borrower. The Separateness Provisions shall be included in the Venture Agreement. The failure following operations and activities of Borrower to comply with any and its Affiliates shall not be considered a violation of the covenants contained in this Section 11: (1) offering services to residents of the Property through Affiliates of Mortgagor or other third parties for which fees and charges may be collected by Mortgagor or the Affiliate and paid to such Affiliate or third party, which may include, without limitation, cable and internet services, landscaping, snow removal, lease or sale of manufactured homes, and child care; provided that such Affiliates do not conduct their business in the name of Mortgagor and that any agreements between Mortgagor and its Affiliates relating to such services are on commercially reasonable terms similar to those of an arm’s length transaction; (2) depositing all gross revenue, whether cash, cash equivalents or similar assets, in an operating account maintained specifically for the Property (a “Property Operating Account”), after paying expenses of Mortgagor or causing Sun Communities Operating Limited Partnership, a Michigan limited partnership (“SCOLP”), and/or Sun Communities, Inc., a Michigan corporation (“Sun”), to pay such expenses, and distributing such remaining cash to Sun, SCOLP, or at the direction of Sun or SCOLP, as applicable, to any other Affiliate of Mortgagor, and in any case, distributing such remaining cash that does not belong to the Mortgagor promptly to such entities; (3) paying all payables, debts and other liabilities arising from or in connection with the operation of the Property from the Property Operating Account, or causing SCOLP and/or Sun to pay such liabilities; (4) using ancillary assets in connection with the operation of the Property held in the name of Sun, SCOLP, or any of their Affiliates, such as vehicles and office and maintenance equipment; (5) treating the Property for all purposes as part of and within the portfolio of manufactured housing communities owned by SCOLP or its Affiliates, for marketing, promotion and providing information and reports to the public or as required by any applicable law; provided, however, that Mortgagor shall conduct business in its own name or its assumed or trade name; and/or (6) allocating general overhead and administrative costs incurred by Sun and SCOLP and/or other covenants contained Affiliates of Mortgagor in this Agreement shall not affect the status of Borrower as a separate legal entityfair and equitable manner.

Single Asset Entity. During the term of the Loans, Borrower The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the Property and personal Premises, except as expressly permitted by Mortgagee, or become a shareholder of or a member or partner in any entity which acquires any property related to the operation and maintenance of the Property; (ii) operate any business other than the management and operation of Premises, until such time as the Property; Indebtedness has been fully repaid. Mortgagor covenants: (iiia) To maintain its assets assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity; (b) To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s length relationship with its affiliates; (c) To hold itself out as a way difficult separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Except if in favor of Mortgagee, not to segregate and identify; (iv) create, assume, incur guarantee or become liable obligated for debtthe debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, obligationsincluding not acquiring obligations or securities of its partners, members or performance shareholders; (e) Except if in favor of obligations Mortgagee, not to pledge its assets for the benefit of any other entity or Person or make any loans or advances to any person or entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners ; (f) Not to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction contract or agreement with any affiliateparty which is directly or indirectly controlling, controlled by or under common control with the Mortgagor (an “Affiliate”), except upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties; parties other than any Affiliate or are approved in writing by Mortgagee; (ixg) not commingle Neither the Mortgagor nor any constituent party of the Mortgagor will seek the dissolution or winding up, in whole or in part, of the Mortgagor, nor will the Mortgagor merge with or be consolidated into any other entity; (h) The Mortgagor has and will maintain its assets in such a manner that it will not be costly or funds with difficult to segregate, ascertain or identify its individual assets from those of any constituent party of the Mortgagor, any Affiliate, the Guarantor or any other Personperson; and (xi) not assume, guarantee or pay the The Mortgagor now has and will hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Mortgage and the other Loan Documents; and any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee indebtedness or pay its obligations (other obligation of the Mortgagor, other than normal accounts payable in the Guarantorsordinary course of business, the Loan, this Mortgage and direct the other Loan Documents, has been paid in full prior to or indirect owners through application of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to proceeds from the extent of its own funds; provided, however, that none funding of the foregoing shall require any equity owner to make additional capital contributions, loans or other advances to Borrower. The Separateness Provisions shall be included in the Venture Agreement. The failure of Borrower to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entityLoan.

Single Asset Entity. During Except as otherwise permitted by Beneficiary, the term of the Loans, Borrower Trustor shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the Property and personal Premises, or become a shareholder of or a member or partner in any entity which acquires any property related to the operation and maintenance of the Property; (ii) operate any business other than the management and operation of Premises, until such time as the Property; Indebtedness has been fully repaid. Trustor covenants: (iiia) To maintain its assets assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity; (b) To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s length relationship with its affiliates; (c) To hold itself out as a way difficult separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Except if in favor of Beneficiary, not to segregate and identify; (iv) create, assume, incur guarantee or become liable obligated for debtthe debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, obligationsincluding not acquiring obligations or securities of its partners, members or performance shareholders; (e) Except if in favor of obligations Beneficiary, not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners ; (f) Not to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction contract or agreement with any affiliateparty which is directly or indirectly controlling, controlled by or under common control with the Trustor (an “Affiliate”), except upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties; parties other than any Affiliate or are approved in writing by Beneficiary; (ixg) not commingle Neither the Trustor nor any constituent party of the Trustor will seek the dissolution or winding up, in whole or in part, of the Trustor, nor will the Trustor merge with or be consolidated into any other entity; (h) The Trustor has and will maintain its assets in such a manner that it will not be costly or funds with difficult to segregate, ascertain or identify its individual assets from those of any constituent party of the Trustor, any Affiliate, the Guarantor or any other Personperson; and (xi) not assume, guarantee or pay the The Trustor now has and will hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents; and any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee indebtedness or pay its obligations (other obligation of the Trustor, other than normal accounts payable in the Guarantorsordinary course of business, the Loan, this Deed of Trust and direct the other Loan Documents, has been paid in full prior to or indirect owners through application of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to proceeds from the extent of its own funds; provided, however, that none funding of the foregoing shall require any equity owner to make additional capital contributions, loans or other advances to Borrower. The Separateness Provisions shall be included in the Venture Agreement. The failure of Borrower to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entityLoan.

Single Asset Entity. During the term of the Loans, Borrower The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the Property and personal Premises, or become a shareholder of or a member or partner in any entity which acquires any property related to the operation and maintenance of the Property; (ii) operate any business other than the management and operation of Premises, until such time as the Property; Indebtedness has been fully repaid. Each Mortgagor covenants: (iiia) To maintain its assets assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity; (b) To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s length relationship with its affiliates; (c) To hold itself out as a way difficult separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Not to segregate and identify; (iv) create, assume, incur guarantee or become liable obligated for debtthe debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, obligationsincluding not acquiring obligations or securities of its partners, members or performance of obligations shareholders; (e) Not to pledge its assets for the benefit of any other entity or Person or make any loans or advances to any person or entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners ; (f) Not to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction contract or agreement with any affiliateparty which is directly or indirectly controlling, controlled by or under common control with the Mortgagor (an “Affiliate”), except upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties; parties other than any Affiliate or are approved in writing by Mortgagee; (ixg) not commingle Neither the Mortgagor nor any constituent party of the Mortgagor will seek the dissolution or winding up, in whole or in part, of the Mortgagor, nor will the Mortgagor merge with or be consolidated into any other entity; (h) The Mortgagor has and will maintain its assets in such a manner that it will not be costly or funds with difficult to segregate, ascertain or identify its individual assets from those of any constituent party of the Mortgagor, any Affiliate, the Guarantor or any other Personperson; and (xi) not assume, guarantee or pay the The Mortgagor now has and will hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Mortgage and the other Loan Documents; and any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee indebtedness or pay its obligations (other obligation of the Mortgagor, other than the Guarantors, and direct or indirect owners of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any equity owner to make additional capital contributions, loans or other advances to Borrower. The Separateness Provisions shall be included normal accounts payable in the Venture Agreement. The failure ordinary course of Borrower to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entitybusiness.

Single Asset Entity. During the term of the Loans, Borrower shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the Property and personal and/or relating thereto, or become a shareholder of or a member or partner in any entity which acquires any property related to the operation and maintenance of the Property; (ii) operate any business other than the Property, until such time as the Obligations have been fully repaid. The organizational documents of Borrower shall limit its purpose to the acquisition, operation, management and operation disposition of the Property; Property and/or matters relating thereto, shall adopt the covenants contained in this Section 7.20, and such purposes shall not be amended without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall: (iiia) Maintain its assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity; (b) Conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s length relationship with its Affiliates; (c) Hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, (provided, nothing herein shall require any Owner to make additional Capital Contributions to Borrower following the Loan opening, but even though nothing herein requires any Owners to make additional Capital Contributions to Borrowers, this provision does not relieve the Borrower from its obligations to keep the Loan In Balance) and observe all organizational formalities; (d) Not guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders, except in connection with the Loans; (e) Not pledge its assets in a way difficult to segregate and identify; (iv) create, assume, incur or become liable for debt, obligations, or performance of obligations for the benefit of any other entity or person or make any loans or advances to any person or entity, except for liabilities incurred in connection with the normal operation of the Property or unsecured loans by Borrower’s equity owners to Borrower Loans; (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (vf) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not Not enter into any transaction contract or agreement with any affiliateAffiliate, except upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third partiesparties other than any Affiliate; (g) Not, and shall not permit any constituent party of Borrower to seek the dissolution or winding up, in whole or in part, of Borrower and/or such constituent party of Borrower, nor merge with or be consolidated into any other entity; and (ixh) not commingle Maintain its assets in such a manner that it will not be unreasonably costly or funds with difficult to segregate, ascertain or identify its individual assets from those of any other Person; (x) not assume, guarantee or pay the debts or obligations of any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee or pay its obligations (other than the Guarantors, and direct or indirect owners constituent party of Borrower); (xiii) not make loans or advances to , any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; providedAffiliate, however, that none of the foregoing shall require any equity owner to make additional capital contributions, loans or other advances to Borrower. The Separateness Provisions shall be included in the Venture Agreement. The failure of Borrower to comply with any of the covenants contained in this Section Guarantor or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entityperson.

Single Asset Entity. During the term of the Loans, Borrower The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the Property and personal Premises, or become a shareholder of or a member or partner in any entity which acquires any property related to the operation and maintenance of the Property; (ii) operate any business other than the management and operation of Premises, until such time as the Property; Indebtedness has been fully repaid. Each Mortgagor covenants: (iiia) To maintain its assets assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity; (b) To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s length relationship with its affiliates; (c) To hold itself out as a way difficult separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Except if in favor of Mortgagee, not to segregate and identify; (iv) create, assume, incur guarantee or become liable obligated for debtthe debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, obligationsincluding not acquiring obligations or securities of its partners, members or performance shareholders; (e) Except if in favor of obligations Mortgagee, not to pledge its assets for the benefit of any other entity or Person or make any loans or advances to any person or entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners ; (f) Not to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction contract or agreement with any affiliateparty which is directly or indirectly controlling, controlled by or under common control with the Mortgagor (an “Affiliate”), except upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties; parties other than any Affiliate or are approved in writing by Mortgagee; (ixg) not commingle Neither the Mortgagor nor any constituent party of the Mortgagor will seek the dissolution or winding up, in whole or in part, of the Mortgagor, nor will the Mortgagor merge with or be consolidated into any other entity; (h) The Mortgagor has and will maintain its assets in such a manner that it will not be costly or funds with difficult to segregate, ascertain or identify its individual assets from those of any constituent party of the Mortgagor, any Affiliate, the Guarantor or any other Personperson; and (xi) not assume, guarantee or pay the The Mortgagor now has and will hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Mortgage and the other Loan Documents; and any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee indebtedness or pay its obligations (other obligation of the Mortgagor, other than normal accounts payable in the Guarantorsordinary course of business, the Loan, this Mortgage and direct the other Loan Documents, has been paid in full prior to or indirect owners through application of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to proceeds from the extent of its own funds; provided, however, that none funding of the foregoing shall require any equity owner to make additional capital contributions, loans or other advances to Borrower. The Separateness Provisions shall be included in the Venture Agreement. The failure of Borrower to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entityLoan.

Single Asset Entity. During the term of the Loans, Each Property Borrower shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the applicable Property and personal and/or relating thereto, or become a shareholder of or a member or partner in any entity which acquires any property related to the operation and maintenance of the Property; (ii) operate any business other than the applicable Property, until such time as the Obligations have been fully repaid. The organizational documents of each Property Borrower shall limit its purpose to the acquisition, operation, management and operation disposition of the Property; applicable Property and/or matters relating thereto, shall adopt the covenants contained in this Section 7.24, and such purposes shall not be materially amended without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. Each Property Borrower shall: (iiia) Maintain its assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity; (b) Conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any overhead for shared employees and office space, and maintain an arm’s length relationship with its Affiliates; (c) Hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, and not make any distributions which would cause it to fail to maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities; (d) Not guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders, except in connection with the Loan; (e) Not pledge its assets in a way difficult to segregate and identify; (iv) create, assume, incur or become liable for debt, obligations, or performance of obligations for the benefit of any other entity or person or make any loans or advances to any person or entity, except for liabilities incurred in connection with the normal operation of the Property or unsecured loans by Borrower’s equity owners to Borrower Loan; (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (vf) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not Not enter into any transaction contract or agreement with any affiliateAffiliate, except upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third partiesparties other than any Affiliate; (g) Not and shall not permit any constituent party of such Property Borrower to seek the dissolution or winding up, in whole or in part, of such Property Borrower and/or such constituent party of such Property Borrower, nor merge with or be consolidated into any other entity; and (ixh) not commingle Has maintained and will maintain its assets in such a manner that it will not be costly or funds with difficult to segregate, ascertain or identify its individual assets from those of any other Person; (x) not assumeconstituent party of such Property Borrower, guarantee or pay the debts or obligations of any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any affiliate to guarantee or pay its obligations (other than the GuarantorsAffiliate, and direct or indirect owners of Borrower); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any equity owner to make additional capital contributions, loans or other advances to Borrower. The Separateness Provisions shall be included in the Venture Agreement. The failure of Borrower to comply with any of the covenants contained in this Section Guarantor or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entity.person;

Single Asset Entity. During the term of the Loans, Borrower Grantor shall not hold or acquire, directly or indirectly, any ownership interest (ilegal or equitable) acquire in any real or personal property other than the Property Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and personal property related all Obligations are satisfied. Grantor's articles of incorporation, partnership agreement or operating agreement, as applicable, (w) limit its purpose to the acquisition, ownership, operation and maintenance disposition of the Property; , (iix) operate any business prohibit other than activities, mergers, consolidations, and asset sales while the management Loan is outstanding, (y) contain separateness covenants, and operation (z) provide that such provisions shall not be amended without the prior written consent of the Property; Beneficiary. Grantor covenants: (iiia) To maintain its assets assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity; (b) To conduct its own business in its own name, pay its own liabilities out of its own funds (including paying salaries of its own employees), allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm's length relationship with its affiliates; (c) To hold itself out as a way difficult separate entity, correct any known misunderstanding regarding its separate identity, and observe all organizational formalities; (d) Not to segregate and identify; (iv) create, assume, incur guarantee or become liable obligated for debtthe debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, obligationsincluding not acquiring obligations or securities of its partners, members or performance of obligations shareholders; (e) Not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners ; (f) Not to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction contract or agreement with any affiliateGuarantor or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Guarantor (an "AFFILIATE"), except upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties; parties other than any Guarantor or Affiliate; (ixg) not commingle Grantor will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and maintain a sufficient number of employees in light of its contemplated business operations; (h) Neither Grantor nor any constituent party of Grantor will seek to sell assets of Grantor or the dissolution or winding up, in whole or in part, of Grantor, nor will Grantor merge with or be consolidated into any other entity; (i) Grantor has and will maintain its assets or funds with segregated from those of any constituent party of Grantor, Affiliate, Guarantor or any other Person; person or entity; (xj) Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust; (k) Since its inception, Grantor has not assumeowned any asset, guarantee conducted any business or pay operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has no debts or obligations other than normal accounts payable in the ordinary course of business that are not secured, this Deed of Trust, and the Loan it secures. Any other indebtedness or other obligation of Grantor has been paid in full prior to or through application of proceeds from the funding of the Loan; and (1) Grantor represents that it does not have and will not incur any other Personindebtedness other than (i) the Indebtedness; (xiii) correct any known misunderstanding as unsecured trade payables (that are customary and not evidenced by a promissory note) related to its separate identity; (xii) the ownership and operation of the Property and incurred in the ordinary course of business and which shall not permit any affiliate to guarantee or pay its obligations (other than exceed 60 days in duration from the Guarantorsdate such trade payables are first incurred by Grantor, and direct or indirect owners of Borrower); (xiii) which shall not make loans or advances to any other Personexceed $260,000.00; and (xiviii) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any equity owner to make additional capital contributions, loans or other advances to Borrower. The Separateness Provisions shall be included in the Venture Agreement. The failure of Borrower to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower as a separate legal entityMezzanine Debt.