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<br />(xi) Borrower will preserve and maintain its existence as a Delaware limited liability
<br />company and all material rights, privileges, tradenames and franchises.
<br />(xii) Neither Borrower, nor, if applicable, any General Partner, will merge or consolidate with,
<br />or sell all or substantially all of its respective assets to any Person, or liquidate, wind up or dissolve itself
<br />(or suffer any liquidation, winding up or dissolution). Neither Borrower, nor, if applicable, any General
<br />Partner will acquire any business or assets from, or capital stock or other ownership interest of, or be a
<br />party to any acquisition of, any Person.
<br />(xiii) Borrower and, if applicable, each General Partner, have not at any time since their
<br />formation assumed, guaranteed or held themselves out to be responsible for, and will not assume, guarantee
<br />or hold themselves out to be responsible for the liabilities or the decisions or actions respecting the daily
<br />business affairs of their partners, shareholders or members or any predecessor company, corporation or
<br />partnership, each as applicable, any Affiliates, or any other Persons. Borrower has not at any time since its
<br />formation acquired, and will not acquire, obligations or securities of its partners or shareholders, members
<br />or any predecessor company, corporation or partnership, each as applicable, or any Affiliates. Borrower
<br />and, if applicable, each General Partner, have not at any time since their formation made, and will not
<br />make, loans to its partners, members or shareholders or any predecessor company, corporation or
<br />partnership, each as applicable, or any Affiliates of any of such Persons. Borrower and, if applicable, each
<br />General Partner, have no known contingent liabilities nor do they have any material financial liabilities
<br />under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which
<br />such Person is a party or by which it is otherwise bound other than under the Loan Documents and, with
<br />respect to each General Partner, the Mez Loan.
<br />(xiv) Borrower has not at any time since its formation entered into and was not a party to, and,
<br />will not enter into or be a party to, any transaction with its Affiliates, members, partners or shareholders, as
<br />applicable, or any Affiliates thereof except in the ordinary course of business of Borrower on terms which
<br />are no less favorable to Borrower than would be obtained in a comparable arm's length transaction with an
<br />unrelated third party.
<br />(xv) If Borrower is a limited partnership or a limited liability company, the General Partner
<br />shall be a corporation or limited liability company whose sole asset is its interest in Borrower and the
<br />General Partner will at all times comply, and will cause Borrower to comply, with each of the
<br />representations, warranties, and covenants contained in this Section 2.02(g) as if such representation,
<br />warranty or covenant was made directly by such General Partner.
<br />(xvi) Borrower shall at all times cause there to be at least one (1) duly appointed member of
<br />the board of directors or board of managers or other governing board or body, as applicable (an
<br />"Independent Director'), of, if Borrower is a corporation, Borrower, and, if Borrower is a limited
<br />partnership or limited liability company, of the General Partner, reasonably satisfactory to Lender who
<br />shall not have been at the time of such individual's appointment, and may not be or have been at any time
<br />(A) a shareholder, officer, director, attorney, counsel, partner, member or employee of Borrower or any of
<br />the foregoing Persons or Affiliates thereof, (B) a customer or creditor of, or supplier or service provider to,
<br />Borrower or any of its shareholders, partners, members or their Affiliates, (C) a member of the immediate
<br />family of any Person referred to in (A) or (B) above or (D) a Person Controlling, Controlled by or under
<br />common Control with any Person referred to in (A) through (C) above. A natural person who otherwise
<br />satisfies the foregoing definition except for being the Independent Director of a Single Purpose Entity
<br />Affiliated with Borrower or General Partner shall not be disqualified from serving as an Independent
<br />Director if such individual is at the time of initial appointment, or at any time while serving as the
<br />Independent Director, an Independent Director of a Single Purpose Entity Affiliated with Borrower or
<br />General Partner if such individual is an independent director provided by a nationally- recognized company
<br />that provides professional independent directors.
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