Single Asset Entity. A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Subsidiary Guarantor which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions).
Single Asset Entity. 15.1. Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Company shall at all timed conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:
15.1.1. The Company will not assume liability for debts of any other person, and the Company will not hold itself out as being liable for the debts of any other person;
15.1.2. None of the liabilities of the Company shall be paid from the funds of the Members or any other person without the Members being obligated for such liabilities;
15.1.3. The Company shall not guarantee the debt or performance of any obligation of any of its Members or any other person;
Single Asset Entity. Except as otherwise permitted by Beneficiary, the Trustor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Premises, or become a shareholder of or a member or partner in any entity which acquires any property other than the Premises, until such time as the Indebtedness has been fully repaid. Trustor covenants:
(a) To maintain its assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity;
(b) To conduct its own business in its own name, pay its own liabilities out of its own funds, allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s length relationship with its affiliates;
(c) To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations, and observe all organizational formalities;
(d) Except if in favor of Beneficiary, not to guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders;
(e) Except if in favor of Beneficiary, not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity;
(f) Not to enter into any contract or agreement with any party which is directly or indirectly controlling, controlled by or under common control with the Trustor (an “Affiliate”), 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 Affiliate or are approved in writing by Beneficiary;
(g) Neither the Trustor nor any constituent party of the Trustor will seek the dissolution or winding up, in whole or in part, of the Trustor, nor will the Trustor merge with or be consolidated into any other entity;
(h) The Trustor has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any constituent party of the Trustor, any Affiliate, the Guarantor or any other person; and
(i) The Trustor now has and will hereafter have no debts or obligatio...
Single Asset Entity. 15.1. Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Company shall at all times conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:
15.1.1. The Company will not assume liability for debts of any other person, and the Company will not hold itself out as being liable for the debts of any other person;
15.1.2. None of the liabilities of the Company shall be paid from the funds of the Members or any other person without the Members being obligated for such liabilities;
15.1.3. The Company shall not guarantee the debt or performance of any obligation of any of its Members or any other person;
15.1.4. The Company will not pledge any of its assets for the benefit of any of its Members or any other person, and no person shall pledge its assets for the benefit of the Company;
15.1.5. The Company shall conduct its affairs strictly in accordance with this Agreement, and shall observe all necessary, appropriate, and customary limited liability company formalities, including, but not limited to, maintaining accurate and separate books, records and account (including, but not limited to, transaction accounts with any affiliate of the Company);
15.1.6. The books, records, and accounts of the Company will at all times be maintained in a manner permitting the assets and liabilities of the Company to be easily separated and readily distinguished from those of any other person;
15.1.7. The Company will hold itself out to creditors and the public as a legal entity separate and distinct from any other entity, and will not hold itself out to the public or to any of its individual creditors as being a unified entity with assets and liabilities in common with any other person; and
15.1.8. The Company shall not commingle its assets or funds with those of any other person except as required under the Cross-Collateralization Agreements.
Single Asset Entity. 15.1. Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Company shall at all timed conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity
15.1.1 The Company will not assume liability for debts of any other person, and the Company will not hold itself out as being liable for the debts of any other person;
Single Asset Entity. Borrower and any other entity required by Lender to be a Special Purpose Entity pursuant to the provisions of this PARAGRAPH 17 or otherwise (a "REQUIRED SPE") shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Borrower's and any Required SPE's articles of incorporation, partnership agreement or operating agreement, as applicable, (w) as to Borrower, limit its purpose to the acquisition, ownership, operation and disposition of the Property, and as to any Required SPE, limit its purpose to acting as the general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company, (x) prohibit other activities, mergers, consolidations and asset sales while the Loan is outstanding until such time as the Indebtedness has been fully repaid, (y) contain separateness covenants satisfactory to Lender, and (z) provide that such provisions shall not be amended without the prior written consent of Lender. Borrower covenants that:
(a) Borrower is organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into the Loan Documents with the Lender, refinancing the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; and any Required SPE is organized solely for the purpose of acting as a general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company;
(b) Borrower is not engaged and will not engage in any business unrelated to the acquisition, development, ownership, management or operation of the Property, and any Required SPE is not engaged and will not engage in any business unrelated to (1) acting as general partner of the limited par...
Single Asset Entity. 15.1 Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Partnership shall at all times conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:
15.1.1 The Partnership will not assume liability for the debts of any other person, and the Partnership will not hold itself out as being liable for the debts of any other person;
15.1.2 None of the liabilities of the Partnership shall be paid from the funds of the Partners or any other person without the Partners being obligated for such liabilities;
15.1.3 The Partnership shall not guarantee the debt or the performance of any obligation of any of its Partners or any other person;
15.1.4 The Partnership will not pledge any of its assets for the benefit of any of its Partners or any other person, and no person shall pledge its assets for the benefit of the Partnership;
Single Asset Entity. A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Subsidiary Guarantor which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions). S&P. Standard & Poor’s Ratings Group. Stabilized Property. A completed project on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for twelve (12) months, or which the Net Rentable Area of such Real Estate is at least eighty-five percent (85.0%) leased pursuant to leases approved, or not requiring approval, pursuant to §7.13. Additionally, Borrower may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia. State Regulator. See §7.10.
Single Asset Entity. The Mortgagor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Obligations have been fully repaid. The operating agreement of the Mortgagor shall limit its purpose to the acquisition, operation, management and disposition of the Property, and such purposes shall not be amended without the prior written consent of the Bank. The Mortgagor covenants:
(c) To maintain its assets, accounts, books, records, financial statements, stationery, invoices, and checks separate from and not commingled with any of those of any other person or entity, except that Mortgagor’s financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an affiliate; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity;
(d) To conduct its own business in its own name, allocate fairly and reasonably any overhead for shared employees and office space, to maintain an arm’s length relationship with its affiliates, and to pay its own liabilities out of its own funds, to the extent of revenue generated from the operation of the Property; provided, however, the foregoing covenant shall not require the members or managers of the Mortgagor to make any additional capital contributions to the Mortgagor or cause personal liability;
(e) To hold itself out as a separate entity, correct any known misunderstanding regarding its separate identity, maintain adequate capital in light of its contemplated business operations to the extent available only from the cash flow generated from the operation of the Property, and observe all organizational formalities;
(f) Not to guarantee or become obligated for the debts of any other entity or person or hold out its credits as being available to satisfy the obligations of others, including not acquiring obligations or securities of its partners, members or shareholders;
(g) Not to pledge its assets for the benefit of any other entity or person or make any loans or advances to any person or entity;
(h) Not to enter into any contract or agreement with any party which...
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