Borrower Criteria. With respect to Borrower, a "Single Purpose Entity" means a corporation, limited partnership or limited liability company which, at all times since its formation and thereafter:
Borrower Criteria. With respect to Borrower, a "SINGLE PURPOSE ENTITY" means a corporation, limited partnership or limited liability company which, at all times since its formation and thereafter:
(i) has not engaged and shall not engage in any business or activity other than with respect to Borrower, the ownership, operation and maintenance of the Property, and activities incidental thereto;
(ii) has not acquired or owned and shall not acquire or own any assets other than with respect to Borrower, the Property and such incidental Personal Property as may be necessary for the operation of the Property. Borrower may not acquire additional property (whether through purchase or lease of additional land) without the prior written LOAN NUMBER: 41655 consent of Lender, which consent may be conditioned upon receipt of a Rating Confirmation;
(iii) if such entity is (A) a limited liability company (other than a single member limited liability company which satisfies the requirements of clause (iv), which single member limited liability company is governed instead by Section 7.02(c) below), has had and shall have at least one member that satisfies the requirements of Section 7.02(b) below (unless such member is a single member limited liability company which satisfies the requirements of clause (iv) below), and (B) a limited partnership, has had and shall have a general partner that satisfies the requirements of Section 7.02(b) below (unless such general partner is a single member limited liability company which satisfies the requirements of clause (iv) below);
(iv) if such entity is a single member limited liability company, such entity shall be formed and organized under Delaware law and otherwise comply with all other Rating Agency criteria for single member limited liability companies (including, without limitation, the inclusion of a "springing member" and delivery of Delaware single member liability company opinions acceptable in all respects to Lender and to the Rating Agencies and Independent Director or equivalent;
(v) if such entity is a corporation, has had and shall have at least one (1) Independent Director on its board of directors; provided, however, if this Loan becomes part of a Securitization and any Rating Agency requires at least two (2) Independent Directors, Borrower shall appoint, or cause the appointment of, a second Independent Director;
(vi) has preserved and shall preserve its existence as an entity duly organized, validly existing and in good standing (if a...
Borrower Criteria. With respect to Borrower, “Separateness Provisions” shall mean a corporation, limited partnership or limited liability company which, at all times since its formation and thereafter:
Borrower Criteria. With respect to Borrower, a “Single Purpose Entity” means a corporation, limited partnership or limited liability company which, at all times since the date of this Agreement and thereafter until the Loans have been paid in full:
(A) shall not engage in any business or activity, other than the ownership, operation and maintenance of the Mortgaged Property and activities incidental thereto;
(B) shall not acquire or own any assets other than the Mortgaged Property and such incidental personal property as may be necessary or desirable for the operation of the Mortgaged Property;
(C) [Intentionally Omitted];
(D) [Intentionally Omitted];
(E) [Intentionally Omitted];
(F) shall 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;
(G) shall not merge or consolidate with any other Person;
(H) shall not (i) take any action to dissolve, wind-up, terminate or liquidate in whole or in part; (ii) sell, transfer or otherwise dispose of all or substantially all of its assets (other than leasing in the ordinary course of business in accordance with this Agreement); to change its legal structure; (iii) transfer or permit the direct or indirect transfer of any partnership, membership or other equity interests, as applicable; (iv) except to Guarantor, issue additional partnership, membership or other equity interests, as applicable; or (v) seek to accomplish any of the foregoing;
(I) shall not, without the unanimous written consent of all Borrower's partners, members, or shareholders, as applicable: (1) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute; (2) seek or consent to the appointment of a receiver, liquidator or any similar official; or (3) make an assignment for the benefit of creditors;
(J) shall not amend or restate its organizational documents if such change would adversely impact the requirements set forth in this §7.21;
(K) notwithstanding anything in this Agreement or any other Loan Document to the contrary, shall not own any subsidiary or make any investment in, any other Person;
(L) except for the participation of Borrower in the consolidated management of cash balances with the Guarantor, shall not commingle its assets with the assets of any other Person;
(M) shall not, incur any debt, secured or unsecured, direc...
