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51668048.5
<br />With copy to:
<br />28. Releases.
<br />KM Grand Island Joint Venture, LLC
<br />2127 Innerbelt Business Center Drive, Suite 310
<br />St. Louis, Missouri 63114
<br />Attn: General Counsel
<br />201508663
<br />(a) Upon payment in full of all sums due under the Note and this Mortgage
<br />and the other of the Loan Documents, the Lender shall, upon the request of, and at the
<br />cost of, the Borrower, execute a proper release of this Mortgage.
<br />(b) The Lender may, regardless of consideration, cause the release of any part
<br />of the Mortgaged Property from the lien of this Mortgage without in any manner
<br />affecting or impairing the lien or priority of this Mortgage as to the remainder of the
<br />Mortgaged Property not so released.
<br />29. Single Asset Borrower. Borrower was organized solely for the purpose of
<br />owning, developing, managing and disposing of the Mortgaged Property and does not own any
<br />real property other than the Mortgaged Property and does not operate any business other than the
<br />development, construction, ownership, management and operation of the Mortgaged Property.
<br />Borrower shall not during the term of the Loan, including any extensions, modifications,
<br />renewals or refinancings thereof, acquire any real property or assets other than the Mortgaged
<br />Property, operate any business other than the acquisition, development, management and
<br />disposition of the Mortgaged Property, or incur any liability or obligation other than those
<br />incurred in the ownership and operation of the Mortgaged Property. Borrower will not
<br />commingle any of its funds or assets with those of any other entity and has held, and will hold,
<br />all of its assets and conduct all of its business in its own name. Borrower has paid and will pay
<br />all of its liabilities out of its own funds and assets. Borrower has allocated and will allocate
<br />fairly and reasonably any overhead for shared office space and will use separate stationery,
<br />invoices and checks in connection with the conduct of its business. Borrower has not entered
<br />into and will not enter into, or be a party to, any transaction with any of its equity interest holders
<br />or its affiliates, except in the ordinary course of its business and on terms which are intrinsically
<br />fair and no less favorable to it than would be obtained in a comparable arm's - length transaction
<br />with an unrelated third party. Borrower will not engage in, seek, or consent to any dissolution,
<br />winding up or liquidation, without the express consent of Lender. Borrower's articles of
<br />organization and operating agreement limit its purpose to the acquisition, development,
<br />management, operation and disposition of the Mortgaged Property, and such purposes shall not
<br />be amended in any material respect without the prior written consent of Lender, which consent
<br />shall not be unreasonably withheld, conditioned or delayed.
<br />30. Indemnification by the Borrower. The Borrower shall protect and indemnify the
<br />Lender from and against all liabilities, obligations, claims, damages, penalties, causes of action,
<br />costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements),
<br />imposed upon or incurred by or asserted against the Lender or the members, partners,
<br />stockholders, directors, officers, agents or employees of the Lender by reason of (a) ownership of
<br />the Mortgaged Property or any interest therein, or receipt of any Rents or other sum therefrom,
<br />(b) any accident to, injury to or death of persons or loss of or damage to Mortgaged Property
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