Commitment to be a Single Purpose Entity Clause Samples
The Commitment to be a Single Purpose Entity clause requires a party, typically a borrower or special purpose vehicle, to operate solely for a specific, defined business purpose and not engage in unrelated activities. This means the entity must maintain separate financial records, avoid commingling assets, and refrain from incurring obligations outside its designated scope, such as owning only one property or conducting only one line of business. The core function of this clause is to isolate financial risk and protect creditors by ensuring the entity’s assets and liabilities remain distinct from those of other businesses or affiliates.
Commitment to be a Single Purpose Entity. Borrower represents, warrants and covenants to Lender as follows:
(a) Borrower is a Single Purpose Entity and will continue to be a Single Purpose Entity at all times until the Loan has been paid in full.
Commitment to be a Single Purpose Entity. Borrower represents, warrants and covenants to Lender as follows:
(a) Borrower is, and will continue to be, a Single Purpose Entity at all times until the Loan has been paid in full. Borrower has at all times since its formation been in material compliance with the Borrower criteria set forth in Section 7.02(a) hereof.
(b) SPE Equity Owner has been, is, and will continue to be a Single Purpose Entity at all times until the Loan has been paid in full.
(c) As of the Closing Date, the Organizational Chart attached to this Loan Agreement as Exhibit D is true, complete and correct.
(d) All of the factual assumptions made in the substantive nonconsolidation legal opinion delivered by Borrower's counsel to Lender, of even date herewith, are true and correct in all material respects.
Commitment to be a Single Purpose Entity. Borrower represents, warrants and covenants to Lender as follows:
(a) Each of Borrower and Mortgage Borrower has at all times since its formation been a Single Purpose Entity, is a Single Purpose Entity and will continue to be a Single Purpose Entity at all times until the Loan has been paid in full.
(b) The Organizational Chart attached to this Agreement is true, complete and correct as of the date hereof.
(c) All of the factual assumptions made in the non-consolidation legal opinion delivered by Borrower’s counsel to Lender, of even date herewith, are true and correct in all respects.
(d) The “single purpose entity” provisions included in the organizational documents of Borrower and Mortgage Borrower shall not, without Lender’s prior written consent, be amended, rescinded or otherwise revoked until the Loan has been paid in full.
(i) Prior to the withdrawal or the disassociation of Parent from Borrower, Borrower shall immediately appoint a new managing member whose organizational documents are substantially similar to those of the Parent and, if an opinion letter pertaining to substantive consolidation was required at closing, deliver a new substantive non-consolidation opinion letter with respect to the new managing member of Borrower and its equity owners which is acceptable in all respects to Lender and to the Rating Agencies if a Securitization has occurred; and (ii) prior to the withdrawal or the disassociation of Borrower from Mortgage Borrower, Borrower shall cause Mortgage Borrower to immediately appoint a new managing member whose organizational documents are substantially similar to those of Borrower and, if an opinion letter pertaining to substantive consolidation was required at closing, deliver a new substantive non-consolidation opinion letter with respect to the new managing member of Mortgage Borrower and its equity owners which is acceptable in all respects to Lender and to the Rating Agencies if a Securitization has occurred. (The requirements of the foregoing subsections (i) and (ii) shall not be construed to permit a Transfer in violation of Article 10.)
(i) Neither Borrower (with the exception of the Collateral) nor Mortgage Borrower (with the exception of the Property and the Equity Interest in Lessee) has owned any interest in any property, (ii) Neither Borrower nor Mortgage Borrower is currently liable for any indebtedness or obligations and, upon closing of the Loan, the Prior Loan will be fully satisfied with the proceeds of the...
Commitment to be a Single Purpose Entity. Borrower represents, warrants and covenants to Lender as follows:
(a) Borrower has at all times since its formation been a Single Purpose Entity, is a Single Purpose Entity and will continue to be a Single Purpose Entity at all times until the Loan has been paid in full.
(b) The Organizational Chart attached to this Agreement is true, complete and correct as of the date hereof.
(c) All of the factual assumptions made in the non-consolidation legal opinion delivered by Borrower’s counsel to Lender, of even date herewith, are true and correct in all respects.