Single Purpose. Borrower hereby represents and warrants to, and covenants with, Lender that as of the date hereof and until such time as the Debt shall be paid in full, Borrower has not at any time, does not presently, and shall not:
(a) own any asset or property other than (i) the Property and assets related to the acquisition, ownership, development, leasing, use, management or operation of the Property and (ii) incidental personal property necessary for the acquisition, ownership, development, leasing, use, management or operation of the Property;
(b) engage in any business unrelated to the acquisition, ownership, development, leasing, use, management or operation of the Property;
(c) except for the Permitted Encumbrances and other contracts or agreements disclosed in writing to Lender, enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available in a comparable transaction on an arms-length basis with third parties other than any such party;
(d) incur any Indebtedness or obligations under operating leases other than (i) the Debt and all other sums due by Borrower under this Agreement or any other Loan Documents, (ii) unsecured trade payables, operating leases with respect to the Property and operational debt not evidenced by a note and in an aggregate amount not exceeding one percent (1%) of the original principal amount of the Loan at any one time, (iii) Indebtedness incurred in the financing of equipment and other personal property used on the Property with annual payments not exceeding $5,000,000 in the aggregate; and (iv) the obligation to make termination payments or reimburse rent payable by the tenants of the Property under the agreements entered into with existing or prospective tenants of the Property with Lender’s approval; and (v) tenant improvement allowances or similar concessions to tenants of the Property pursuant to Leases; provided that any Indebtedness incurred pursuant to subclauses (ii) and (iii) shall be (x) paid within sixty (60) days of the date incurred and (y) incurred in the ordinary course of business and any obligations under operating leases which shall be paid in accordance with their terms. No Indebtedness other than the Debt may be secured (subordinate or pari passu) by the Property;
(e) except for advances made to or for the benefit o...
Single Purpose. Borrower hereby represents and warrants to, and covenants with, Lender that as of the date hereof and until such time as the Debt shall be paid in full:
(a) Borrower does not own and will not own any asset or property other than (i) the Property, and (ii) incidental personal property necessary for the ownership or operation of the Property.
(b) Borrower will not engage in any business other than the ownership, management and operation of the Property and Borrower will conduct and operate its business as presently conducted and operated.
(c) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, 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 such party; provided, however, that that certain Management Agreement dated as of the date hereof between Borrower and Manager is hereby approved by Lender.
(d) Borrower 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 Debt, (ii) unsecured trade payables not more than sixty (60) days past due incurred in the ordinary course of business in an aggregate amount not exceeding $1,000,000 exclusive of any amount that Borrower is disputing in good faith and (iii) Affiliate Loans, provided, however, notwithstanding the foregoing, that (x) all such Affiliate Loans shall at all times be Subordinate and Junior in Right of Payment and the Affiliate Creditor which makes such Affiliate Loan executes and delivers a subordination agreement to Lender in substantially the form attached as Exhibit D hereto (the "Subordination Agreement"), (y) outside counsel to the Affiliate Creditor which makes such Affiliate Loan executes and delivers to Lender an opinion letter satisfactory to Lender regarding the due authorization, execution, delivery and enforceability of such Subordination Agreement and (z) the sum of all amounts referenced in clauses (i), (ii) and (iii) above shall not exceed 75% of the Borrower's actual cash cost of acquiring the Property. No Indebtedness other than the Debt may be secured (subordinate or pari passu) by the Property.
(e) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), and ...
Single Purpose. The Lessee is, and during the entire time that this Lease remains in force and effect shall be, engaged in no business, trade or activity other than the operation of the Leased Property for the Primary Intended Use.
Single Purpose. Borrower shall cause to be observed and performed in all material respects each and every term, covenant and provision contained in Borrower's organizational documents and in the Loan Documents relating to Borrower's (and its managing member(s)' or general partner(s)', as applicable) Single-Purpose nature. ARC MEZZ shall at all times observe and perform in all material respects each and every term, covenant and provision contained in its organizational documents and in the Loan Documents relating to its Single-Purpose nature.
Single Purpose. Lessee is, and during the entire time that this Lease remains in force and effect shall be, engaged in no business, trade or activity other than the operation and development of the Leased Property for the Primary Intended Use and such other activities in which Lessee may be permitted to engage by the provisions of Meditrust/Emeritus Transaction Documents. The fiscal year of Lessee, and the Guarantor is the Fiscal Year.
Single Purpose. Borrower does not own any real property or assets other than the Property and does not operate any business other than the management and operation of the Property.
Single Purpose. 34 3.1.25 Tax Filings................................................................ 34 3.1.26 Solvency................................................................... 34 3.1.27 Federal Reserve Regulations................................................ 34 3.1.28
Single Purpose. The Trustee has not engaged, is not currently engaged, and will not engage during the term of this Agreement in any other activity other than serving as Trustee and in such ancillary activities as are necessary and proper in order to act as Trustee in accordance with the Trust Agreement and this Supplement.
Single Purpose. The Titling Trustee has not engaged, is not currently engaged, and will not engage during the term of this Agreement in any other activity other than serving as Titling Trustee and in such ancillary activities as are necessary and proper in order to act as Titling Trustee in accordance with this Agreement, any SUBI Supplement or UTI Supplement, and any amendment thereto or any of the other documents relating to a Securitized Financing.
Single Purpose. Tenant shall not have or create any Subsidiaries or hold any equity interest in any other Person. Tenant shall at all times be a Single Purpose entity. Tenant shall not (i) engage in any business activity or operate for any purpose other than as stated in its Limited Liability Company Operating Agreement as in effect on the date hereof; (ii) without the consent of all its members, including the consent of an Independent Member, file a bankruptcy or insolvency petition or otherwise institute bankruptcy proceedings; or (iii) acquire any assets not reasonably related to the business and operation of the Facility.
