Borrower and Pledgor Entity Requirements and Limitations. (a) Until the Indebtedness is paid in full, Borrower and each Pledgor will satisfy each of the following requirements: (i) It will preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation or organization and will do all things necessary to observe organizational formalities. (ii) It will not merge or consolidate with any other Person. (iii) It will not take any action to dissolve, wind-up, terminate or liquidate in whole or in part; to sell, transfer or otherwise dispose of all or substantially all of its assets; to change its legal structure; to transfer or permit the direct or indirect transfer of any partnership, membership or other equity interests, as applicable, other than Transfers permitted under this Loan Agreement; to issue additional partnership, membership or other equity interests, as applicable, or to seek to accomplish any of the foregoing. (iv) It will not maintain its assets in a way difficult to segregate and identify. (v) Borrower will not acquire, own, hold, lease, operate, manage, maintain, develop or improve any assets other than the Mortgaged Properties and such Personalty as may be necessary for the operation of the Mortgaged Properties and will conduct and operate its business as presently conducted and operated. Pledgor will not acquire, own, hold, lease, operate, manage, maintain, develop or improve any assets other than its ownership interest in Borrower. (vi) Borrower will not engage in any business or activity other than the ownership, operation and maintenance of the Mortgaged Property and activities incidental to such ownership, operation, and maintenance. Pledgor will not engage in any business or activity other than the ownership of its interest in Borrower. (vii) Borrower will not incur or assume any debt other than the Indebtedness, except that Borrower is permitted to incur unsecured trade payables that are necessary for owning and operating the Mortgaged Property (“Trade Payables”). The Trade Payables: (1) Must not be evidenced by a promissory note. (2) Must be paid within 60 days of the date incurred. (3) In the aggregate, at any one time, must not exceed 3% of the Loan Amount. Pledgor will not incur or assume any debt. (viii) It will hold all its assets in its own name and will not commingle its assets with the assets of any other Person. (ix) It will identify its assets on its financial statements separate from those of any other Person. (x) Except for the terms of the Pledge Agreement, it will not guaranty the debts or obligations of, hold itself out to be responsible for the debts of, pledge its assets for the benefit of or to secure the obligations of, or hold out its credit as being available to satisfy the obligations of, any other Person. (xi) Borrower will pay (or cause the Property Manager to pay on behalf of Borrower from Borrower’s funds) its own liabilities (including salaries of its own employees) from its own funds; provided, however, that this requirement will not be deemed to require additional capital contributions by Borrower’s or Pledgor’s members, limited partners, or any Guarantor. (xii) It will not enter into any agreement with any affiliate of any Loan Party except upon commercially reasonable terms and conditions that are comparable to those of an arms-length basis with unaffiliated third parties. (xiii) It will not dissolve, merge, liquidate, consolidate with any other Person or sell, transfer, dispose, or encumber (except with respect to the Loan Documents) all or substantially all of its assets. (xiv) It will not make any loans or advances to any third party (including any affiliate of any Loan Party). (xv) It will do, all things necessary to observe organizational formalities and preserve its existence, and it will not, nor will it permit any Person to, (i) terminate or fail to comply with the provisions of its organizational documents, or (ii) unless Lender has consented, amend, modify or otherwise change its organizational documents in any material respect. (xvi) It will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any of its affiliates), will correct any known misunderstanding regarding its status as a separate entity, will conduct business in its own name, will not identify itself or any of its affiliates as a division or department or part of the other and will maintain and utilize separate stationery, invoices and checks bearing its own name. (xvii) It 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; provided, however, that this requirement will not be deemed to require additional capital contributions by Borrower’s or Pledgor’s members, limited partners, or any Guarantor. (b) Borrower represents that it has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (c) Neither Borrower nor Pledgor will change its jurisdiction of formation or name without receiving Lender’s prior written consent and promptly providing Lender such information and replacement Uniform Commercial Code financing statements as Lender may reasonably request in connection with such a change. (d) Borrower and Pledgor will at all times elect to be treated as a “partnership” or “disregarded entity” that is not taxable as a corporation for state and U.S. federal tax purposes. (e) Borrower is and will continue to be a single member limited liability company wholly owned and controlled by Pledgor. (f) Pledgor is and will continue to be a limited liability company formed in Delaware.
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Samples: Loan Agreement (Vinebrook Homes Trust, Inc.), Loan Agreement (Reven Housing REIT, Inc.)
Borrower and Pledgor Entity Requirements and Limitations. For purposes of this Section 6.13, the terms “Borrower,” “itself” and “it” will each refer to each of the Borrower Entities on an individual basis. For purposes of this Section 6.13, the terms “Pledgor,” “itself” and “it” will each refer to each of the Pledgor Entities on an individual basis.
(a) Until the Indebtedness is paid in full, each Borrower Entity and each Pledgor Entity will satisfy each of the following requirements:
(i) It will preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation or organization and will do all things necessary to observe organizational formalities.
(ii) It will not merge or consolidate with any other Person.
(iii) It will not take any action to dissolve, wind-up, terminate or liquidate in whole or in part; to sell, transfer or otherwise dispose of all or substantially all of its assets; to change its legal structure; to transfer or permit the direct or indirect transfer of any partnership, membership or other equity interests, as applicable, other than Transfers permitted under this Loan Agreement; to issue additional partnership, membership or other equity interests, as applicable, or to seek to accomplish any of the foregoing.
(iv) It will not not, except with respect to assets which are jointly owned with the other Borrower Entities in connection with the Loan and in connection with the operation of the Mortgaged Property as a single-family or multi-family rental project, as applicable, under common management and control, maintain its assets in a way difficult to segregate and identify.
(v) Borrower will not acquire, own, hold, lease, operate, manage, maintain, develop or improve any assets other than the Mortgaged Properties and such Personalty as may be necessary for the operation of the Mortgaged Properties and will conduct and operate its business as presently conducted and operated. Each Pledgor will not acquire, own, hold, lease, operate, manage, maintain, develop or improve any assets other than its ownership interest in Borrower.
(vi) Borrower will not engage in any business or activity other than the ownership, operation and maintenance of the Mortgaged Property and activities incidental to such ownership, operation, and maintenance. Pledgor will not engage in any business or activity other than the ownership of its interest in Borrower.. Rider to Loan Agreement
(vii) Borrower will not incur or assume any debt other than the Indebtedness, except that Borrower is permitted to incur unsecured trade payables that are necessary for owning and operating the Mortgaged Property (“Trade Payables”). The Trade Payables:
(1) Must not be evidenced by a promissory note.
(2) Must be paid within 60 days of the date incurred.
(3) In the aggregate, at any one time, must not exceed 3% of the Loan Amount. Pledgor will not incur or assume any debt.
(viii) It will hold all its assets in its own name and will not (except with respect to the other Borrower Entities as permitted under the Loan Documents in connection with the operation of the Mortgaged Property as a single-family or multi-family rental project, as applicable, under common management and control) commingle its assets with the assets of any other Person.
(ix) It will identify its assets on its financial statements separate from those of any other PersonPerson (except with respect to the other Borrower Entities as permitted under the Loan Documents in connection with the operation of the Mortgaged Property as a single-family or multi-family rental project, as applicable, under common management and control).
(x) Except for the terms of the Pledge Agreement, it will not (except with respect to assets which are jointly owned with the other Borrower Entities in connection with the Loan and in connection with the operation of the Mortgaged Property as a single-family or multi-family rental project, as applicable, under common management and control) guaranty the debts or obligations of, hold itself out to be responsible for the debts of, pledge its assets for the benefit of or to secure the obligations of, or hold out its credit as being available to satisfy the obligations of, any other Person.
(xi) Borrower will pay (or cause the Property Manager to pay on behalf of a Borrower Entity from Borrowera Borrower Entity’s funds) its own liabilities and those of the other Borrower Entities as permitted by the Loan Documents and in connection with the operation of the Mortgaged Property as a single-family or multi-family rental project, as applicable, under common management and control (including salaries of its own employees) from its own fundsfunds or the funds of another Borrower Entity; provided, however, that this requirement will not be deemed to require additional capital contributions by BorrowerBorrower Entity’s or PledgorPledgor Entity’s members, limited partners, or any Guarantor.
(xii) It will not enter into any agreement with any affiliate of any Loan Party except upon commercially reasonable terms and conditions that are comparable to those of an arms-length basis with unaffiliated third parties.
(xiii) It will not dissolve, merge, liquidate, consolidate with any other Person or sell, transfer, dispose, or encumber (except with respect to the Loan Documents) all or substantially all of its assets.
(xiv) It will not make any loans or advances to any third party (including any affiliate of any Loan Party).
(xv) It will do, all things necessary to observe organizational formalities and preserve its existence, and it will not, nor will it permit any Person to, (i) terminate or fail to comply with the provisions of its organizational documents, or (ii) unless Lender has consented, amend, modify or otherwise change its organizational documents in any material respect.. Rider to Loan Agreement
(xvi) It will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any of its affiliates), will correct any known misunderstanding regarding its status as a separate entity, will conduct business in its own name, will not identify itself or any of its affiliates as a division or department or part of the other and will maintain and utilize separate stationery, invoices and checks bearing its own name.
(xvii) It 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; provided, however, that this requirement will not be deemed to require additional capital contributions by BorrowerBorrower Entity’s or PledgorPledgor Entity’s members, limited partners, or any Guarantor.
(b) Borrower represents that it has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property.
(c) Neither Borrower nor Pledgor will change its jurisdiction of formation or name without receiving Lender’s prior written consent and promptly providing Lender such information and replacement Uniform Commercial Code financing statements as Lender may reasonably request in connection with such a change.
(d) Borrower and Pledgor will at all times elect to be treated as a “partnership” or “disregarded entity” that is not taxable as a corporation for state and U.S. federal tax purposes.
(e) Borrower is and will continue to be a single member limited liability company wholly owned and controlled by Pledgor.
(f) Pledgor is and will continue to be a limited liability company formed in Delaware.
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Borrower and Pledgor Entity Requirements and Limitations. (a) Until the Indebtedness is paid in full, Borrower and each Pledgor will satisfy each of the following requirements:
(i) It will preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation or organization and will do all things necessary to observe organizational formalities.
(ii) It will not merge or consolidate with any other Person.
(iii) It will not take any action to dissolve, wind-up, terminate or liquidate in whole or in part; to sell, transfer or otherwise dispose of all or substantially all of its assets; to change its legal structure; to transfer or permit the direct or indirect transfer of any partnership, membership or other equity interests, as applicable, other than Transfers permitted under this Loan Agreement; to issue additional partnership, membership or other equity interests, as applicable, or to seek to accomplish any of the foregoing.
(iv) It will not maintain its assets in a way difficult to segregate and identify.
(v) Borrower will not acquire, own, hold, lease, operate, manage, maintain, develop or improve any assets other than the Mortgaged Properties and such Personalty as may be necessary for the operation of the Mortgaged Properties and will conduct and operate its business as presently conducted and operated. Pledgor will not acquire, own, hold, lease, operate, manage, maintain, develop or improve any assets other than its ownership interest in Borrower.
(vi) Borrower will not engage in any business or activity other than the ownership, operation and maintenance of the Mortgaged Property and activities incidental to such ownership, operation, and maintenance. Pledgor will not engage in any business or activity other than the ownership of its interest in Borrower.
(vii) Borrower will not incur or assume any debt other than the Indebtedness, except that Borrower is permitted to incur unsecured trade payables that are necessary for owning and operating the Mortgaged Property (“Trade Payables”). The Trade Payables:
(1) Must not be evidenced by a promissory note.
(2) Must be paid within 60 days of the date incurred.
(3) In the aggregate, at any one time, must not exceed 3% of the Loan Amount. Pledgor will not incur or assume any debt.
(viii) It will hold all its assets in its own name and will not commingle its assets with the assets of any other Person.
(ix) It will identify its assets on its financial statements separate from those of any other Person.
(x) Except for the terms of the Pledge Agreement, it will not guaranty the debts or obligations of, hold itself out to be responsible for the debts of, pledge its assets for the benefit of or to secure the obligations of, or hold out its credit as being available to satisfy the obligations of, any other Person.
(xi) Borrower will pay (or cause the Property Manager to pay on behalf of Borrower from Borrower’s funds) its own liabilities (including salaries of its own employees) from its own funds; provided, however, that this requirement will not be deemed to require additional capital contributions by Borrower’s or Pledgor’s members, limited partners, or any Guarantor.
(xii) It will not enter into any agreement with any affiliate of any Loan Party except upon commercially reasonable terms and conditions that are comparable to those of an arms-length basis with unaffiliated third parties.
(xiii) It will not dissolve, merge, liquidate, consolidate with any other Person or sell, transfer, dispose, or encumber (except with respect to the Loan Documents) all or substantially all of its assets.
(xiv) It will not make any loans or advances to any third party (including any affiliate of any Loan Party).
(xv) It will do, all things necessary to observe organizational formalities and preserve its existence, and it will not, nor will it permit any Person to, (i) terminate or fail to comply with the provisions of its organizational documents, or (ii) unless Lender has consented, amend, modify or otherwise change its organizational documents in any material respect.
(xvi) It will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any of its affiliates), will correct any known misunderstanding regarding its status as a separate entity, will conduct business in its own name, will not identify itself or any of its affiliates as a division or department or part of the other and will maintain and utilize separate stationery, invoices and checks bearing its own name.
(xvii) It 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; provided, however, that this requirement will not be deemed to require additional capital contributions by Borrower’s or Pledgor’s members, limited partners, or any Guarantor.
(b) Borrower represents that it has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property.
(c) Neither Borrower nor Pledgor will change its jurisdiction of formation or name without receiving Lender’s prior written consent and promptly providing Lender such information and replacement Uniform Commercial Code financing statements as Lender may reasonably request in connection with such a change.
(d) Borrower and Pledgor will at all times elect to be treated as a “partnership” or “disregarded entity” that is not taxable as a corporation for state and U.S. federal tax purposes.
(e) Borrower is and will continue to be a single member limited liability company wholly owned and controlled by Pledgor.
(f) Pledgor is and will continue to be a limited liability company formed in Delaware.
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