Single Purpose Entity Compliance Clause Samples

Single Purpose Entity Compliance. (a) Borrower covenants and agrees to provide concurrently with the delivery of the annual Financial Reporting Requirements set forth in Section 5.1.10(b) hereof, an Officer’s Certificate stating that the representations and warranties of Borrower and Principal, if any, as applicable, set forth in Section 4.1.36 of this Agreement are true and correct as of the date of the Officer’s Certificate. (b) Borrower covenants and agrees that prior, and as a condition precedent, to the removal of an Independent Director of Borrower or Principal, if any, as applicable, Borrower shall provide Lender with written notice of such proposed removal no later than thirty (30) days’ prior to such removal, which notice shall include the identity and address of such replacement Independent Director and an Officer’s Certificate certifying that such replacement Independent Director complies with the definition of Independent Director contained herein. (c) Borrower covenants and agrees that within ten (10) Business Days of each anniversary of the Closing Date, Borrower shall cause the Independent Directors of Borrower and Principal, if any, as applicable, to certify in writing to Lender (i) the name and address of each Independent Director and (ii) that each Independent Director has complied with, and shall continue to comply with the requirements set forth in Section 4.1.36 of this Agreement.