Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of ​ provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal Balance of ​ or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to ​ or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

Special Purpose Entity. The Borrower is in compliance with [Section 6.02(q)].

Special Purpose Entity. The Borrower will not (nor has it taken any such action in the past):

Until the Obligations have been paid in full, each Borrower hereby represents, warrants and covenants that each Borrower is, shall be and shall continue to be a Special Purpose Entity.

Purpose. The Brinker International, Inc. Stock Option and Incentive Plan (the “Plan”) has been established by Brinker International, Inc. (the “Company”) # to attract and retain persons eligible to participate in the Plan; # motivate Participants, by means of appropriate incentives, to achieve long-range goals; # provide incentive compensation opportunities that are competitive with those of other similar companies; and # further align Participants’ interests with those of the Company’s other shareholders through compensation that is based on the Company’s common stock; and thereby promote the long-term financial interest of the Company and the Related Companies, including the growth in value of the Company’s equity and enhancement of long-term shareholder return.

Purpose. The purpose of this Plan is to provide the Directors with an opportunity to defer payment of all or a portion of their Eligible Compensation, as set forth herein.

Purpose. This document is adopted by Perdoceo Education Corporation (”Company”) and sets forth the terms and conditions for Participants who have been selected to participate in the Perdoceo Education Corporation 2023 Annual Incentive Plan.

Purpose. The purpose of this Plan is to recruit and retain highly qualified executives and other employees, to provide incentives to such individuals to attain the goals of The Hain Celestial Group, Inc. (the "Company") and its Affiliates (as defined below) and to provide incentive compensation based on the performance of the Company in order to enhance stockholder value.

Purpose. Effective ​, the Company adopted the Arrow Electronics, Inc. Executive Deferred Compensation Plan (the “Original Plan”) in order to provide an added incentive to the hiring and retention of the services of the senior level of management personnel whose responsibilities contribute most significantly to the success of the Company’s business and operations and a select group of other highly compensated employees who have been determined to make a similar contribution. Following enactment of Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”), the Company limited application of the Original Plan to deferrals of amounts that were earned and vested on ​ and ESOP Make-Up Credits that were earned and vested on ​. The Original Plan continued to be separately administered in accordance with its terms as in effect on ​ until ​, at which time it was merged into the revised Plan established as provided herein.