Common use of Single Asset Entity Clause in Contracts

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 obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents; and any other indebtedness or other obligation of the Trustor, other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents, has been paid in full prior to or through application of proceeds from the funding of the Loan.

Single Asset Entity. Except as otherwise permitted by Beneficiary, the Trustor 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 Premises, except as expressly permitted by Mortgagee, 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 Mortgagor 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 BeneficiaryMortgagee, 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 BeneficiaryMortgagee, not to pledge its assets for the benefit of any other entity or person 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 Mortgagor (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 BeneficiaryMortgagee; (g) Neither the Trustor Mortgagor nor any constituent party of the Trustor Mortgagor will seek the dissolution or winding up, in whole or in part, of the TrustorMortgagor, nor will the Trustor Mortgagor merge with or be consolidated into any other entity; (h) The Trustor Mortgagor 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 TrustorMortgagor, any Affiliate, the Guarantor or any other person; and (i) The Trustor Mortgagor now has and will hereafter have no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust Mortgage and the other Loan Documents; and any other indebtedness or other obligation of the TrustorMortgagor, other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust Mortgage and the other Loan Documents, has been paid in full prior to or through application of proceeds from the funding of the Loan.

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 obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents; and any other indebtedness or other obligation of the Trustor, other than except for normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents, has been paid in full prior to or through application of proceeds from the funding of the Loan.

Single Asset Entity. Except as otherwise permitted by Beneficiary, the Trustor Grantor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the PremisesProperty, or become a shareholder of or a member or partner in any entity which acquires any property other than the PremisesProperty, until such time as the Indebtedness has been fully repaidrepaid and all Obligations are satisfied. Trustor Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose to the acquisition, operation and disposition of the Property, and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor covenants: (a) To maintain its assets, accounts, books, records, financial statements, stationery, invoicesThat Grantor does not own and will not own any asset or property other than (i) the Property, and checks separate from and not commingled with any (ii) incidental personal property necessary for the ownership or operation of those of any other person or entity;the Property. (b) To That Grantor will not engage in any business other than the ownership, management and operation of the Property and Grantor will conduct and operate its own business in its own name, pay its own liabilities out of its own funds, allocate fairly as presently conducted and reasonably any overhead for shared employees and office space, and to maintain an arm’s length relationship with its affiliates;operated. (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, That Grantor will 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 Principal or any party which is directly or indirectly controlling, controlled by or under common control with the Trustor Grantor or Principal (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 Principal or Affiliate. (d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property. (e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or are approved in writing by Beneficiary;any constituent party of Grantor. (f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due. (g) Neither That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change the Trustor partnership certificate, partnership agreement, articles of incorporation and bylaws, trust, certificate of organization, operating agreement or other organizational documents of Grantor or Principal in a manner which would adversely affect the Grantor’s existence as a single-purpose entity. (h) That Grantor will maintain books and records and bank accounts separate from those of its Affiliates and any constituent party of Grantor, and Grantor will file its own tax returns. (i) That Grantor will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate, any constituent party of Grantor or any Principal). (j) That Grantor will preserve and keep in full force and effect its existence, good standing and qualification to do business in the state in which the Property is located. (k) That Grantor 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. (l) That neither Grantor nor any constituent party of the Trustor Grantor will seek the dissolution or winding up, in whole or in part, of the TrustorGrantor, nor will the Trustor Grantor merge with or be consolidated into any other entity;. (hm) The Trustor That Grantor will not commingle the funds and other assets of Grantor with those of any Affiliate, any Principal, any constituent party of Grantor or any other person. (n) That Grantor 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 TrustorGrantor, any Affiliate, the Guarantor Principal or any other person; and. (io) The Trustor now has That Grantor does not and will hereafter have not hold itself out to be responsible for the debts or obligations of any other person (provided, that the foregoing shall not prevent Grantor from being and holding itself responsible for expenses incurred or obligations undertaken by the property manager of the Property in respect of its duties regarding the Property). (p) That Grantor shall obtain and maintain in full force and effect, and abide by and satisfy the material terms and conditions of, all material permits, licenses, registrations and other authorizations with or granted by any governmental authorities that may be required from time to time with respect to the performance of its obligations under this Deed of Trust. (q) That since its inception, Grantor has not owned any asset, conducted any business or operation or engaged in any business or activity other than ownership and operation of the Property. Grantor has no debts or obligations other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents; and any Note it secures. Any other indebtedness or other obligation of the Trustor, other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents, Grantor has been paid in full prior to or through application of proceeds from the funding of the Loanloan.

Single Asset Entity. Except as otherwise permitted by Beneficiary, the Trustor Borrower shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the PremisesProperty, or become a shareholder of or a member or partner in any entity which acquires any property other than the PremisesProperty, until such time as the Indebtedness has been fully repaidrepaid and all Obligations are satisfied. Trustor Borrower's articles of incorporation, partnership agreement or operating agreement, as applicable, limit its purpose to the acquisition, operation, financing and disposition of the Property, and such purposes shall not be amended without the prior written consent of Lender. Borrower 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 entityentity except that Borrower's financial position and operating results may be included in the consolidated financial statements of an Affiliate (defined below), provided that such consolidated financial statements indicate that Borrower is a separate legal entity and that it maintains separate books and records; (b) To conduct its own business in its own name, pay its own liabilities out of its own fundsfunds (including paying salaries of its own employees), allocate fairly and reasonably any overhead for shared employees and office space, and to maintain an arm’s 's length relationship with its affiliates; (c) Not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Loan, and (ii) unsecured trade payables (and not evidenced by a promissory note) related to the ownership and operation of the Property and incurred in the ordinary course of business and which shall not exceed at any time three percent (3%) of the outstanding principal amount of the Indebtedness and which shall not exceed 120 days in duration from the date such trade payables are first incurred by the Company. Notwithstanding the foregoing the Principal and its constituent owners (but not the Borrower) shall have the right to enter into unsecured intercompany loans between Affiliates in connection with its tax structuring provided, (a) such loans are made by the MHC Lender, (b) the MHC Lender is prohibited from assigning or transferring such loans and the loan document(s) evidencing such unsecured loans expressly so provide, and (c) copies of such loan documents are provided to Lender within ten (10) days after execution. (d) 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; (de) Except if in favor of Beneficiary, not 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; (ef) Except if in favor of Beneficiary, not 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; (fg) Not to enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with the Trustor Borrower or Principal (an “Affiliate”"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 Principal or are approved in writing by BeneficiaryAffiliate; (gh) Borrower will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and maintain a sufficient number of employees in light of its contemplated business operations; (i) Neither the Trustor Borrower nor any constituent party of the Trustor Borrower will seek the dissolution or winding up, in whole or in part, of the TrustorBorrower, nor will the Trustor Borrower merge with or be consolidated into any other entity; (hj) The Trustor Borrower 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 TrustorBorrower, any Affiliate, the Guarantor or any other person; and (ik) The Trustor now Borrower does not own any asset, conduct any business or operate or engage in any business or activity other than ownership and operation of the Property. Borrower has and will hereafter have no debts or existing obligations other than normal accounts payable in the ordinary course of business, the Loanthis Mortgage, this Deed of Trust and the other Loan Documents; and any it secures. Any other indebtedness or other obligation of the Trustor, other than normal accounts payable in the ordinary course of business, the Loan, this Deed of Trust and the other Loan Documents, Borrower has been paid in full prior to or through application of proceeds from the funding of the Loan.