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2oioooi5i (vi) an officer's certificate of New Borrower settiang forth compliance with the single purpose entity requirements set forth in the paragraph 20 hereof and representing that neither New Borrower nor any of its direct or indirect Borrowers is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control. (j) Borrower agrees to pay all out of pocket fees and expenses (including reasonable legal fees) incurred by Borrower, the Escrow Agent, the Lender and the beneficiaries of the Declaration of Trust in connection with Borrower's or New Borrower's exercise of the Paydown Right and/or the Payup Right. 20. Single Purpose Entity/Separateness. Borrower hereby represents and warrants to, and covenants with, Lender that as of the date hereof and until such tiame as the Debt shall be paid in full: (a) Borrower does not own and will not own any asset or property other than (i) its interest in the Mortgaged Property, (ii) its interest in the "Mortgaged Property" as such term is defined in that certain other Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing of even date herewith (the "Other Security.Instrument") from Borrower for the benefit of Lender (the "Other Mortgaged Froperty"), and (iii) incidental personal property necessary for the ownership or operation of the Mortgaged Property and the Other Mortgaged Property. (b) Ta the extent its office, if any, is located in the offices of any of its affiliates, Borrower will pay fair market rent for its office space located therein and. its fair share of any overhead. casts with respect thereto. (c) Borrower will not engage in any business other than the acquisition, ownership, management, leasing, financing, operation and sale of the Mortgaged Property, and Borrower will conduct and operate its business as presently conducted and operated. (d) Borrower will not enter into any contract or agreement with any affiliate of Borrower, any constituent party of Borrower, any guarantor or any affiliate of any constituent party or guarantor, except 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 such party. (e) Borrower 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 Debt or (ii) the "Debt" as such term is defined in the Other Security Instrument, or (iii) unsecured trade payables or accounts payable on account of incidentals or services supplied ar furnished to Borrower which are customarily incurred in the ordinary course of business and generally payable within thirty (30) days, or (iv) obligations to Lessee under the Lease or to other tenants or occupants of the Mortgaged Property and the Other Mortgaged -33- 15445229.4.BUSINESS