SPECIAL COVENANTS; SINGLE PURPOSE ENTITY Clause Samples
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed, Borrower shall not (a) enter into, amend in any material respect (provided that Borrower shall provide Administrative Agent a copy of any amendments, whether or not material) or terminate any material agreement providing for the development, management, leasing or operation of the Property (approval of any such other material agreement not to be unreasonably withheld by Administrative Agent); (b) make any amendment to Borrower's partnership agreement or the organizational documents of any member of Borrower or any managing member or general partner, as applicable, of such member, in each case from the form thereof previously provided to Administrative Agent; (c) engage in any transaction with any affiliate of Borrower or Guarantor on other than fair market, arms'-length terms and conditions; (d) engage in any business other than the ownership, development, leasing and operation of the Property; (e) directly or indirectly guaranty the obligations of any other person or entity; (f) incur any additional indebtedness or other material obligation, other than (i) ordinary course obligations (excluding, however, any additional borrowed money) incurred in connection with Borrower's permitted scope of business as referred to above and (ii) liabilities ws4E6.tmp 21 associated with Swap Agreements; (g) suffer or permit any direct or indirect change in the ownership of Borrower; (h) cease to be owned and managed entirely, either directly or indirectly, by CBL & Associates Limited Partnership; and (i) permit the Property to become security for any other loan or other obligation; provided, however, that the consent of Requisite Lenders shall be required with respect to any material amendment or change in ownership referred to in clauses (b), (g), (h) and (i) of this Section 7.12, respectively. For purposes of this Section 7.12, "material agreement" shall mean any agreement which cannot, by its terms, be terminated upon thirty days notice, or which involves annual expenditures (on an actual or projected basis) in excess of $1,000,000.00. Notwithstanding anything in this Agreement to the contrary, and provided no Default has occurred and is continuing, the following transfers shall be permitted without the consent of Requisite Lenders, provided notice of such proposed transfer shall have been provided to Administrative Agent not less than thirty (30) day...
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Each Borrower shall at all times be a Single Purpose Entity.
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Borrower shall at all times be a Single Purpose Entity. In order to maintain its status as a Single Purpose Entity and to avoid any confusion or potential consolidation with any affiliate, Borrower represents and warrants that in the conduct of its operations since its organization it has and will continue to observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (ii) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (iii) if Borrower’s financial statements are consolidated with its’ affiliate(s), such financial statements shall have appropriate notation that indicates the separateness of Borrower from such affiliate(s); (iv) prepare and file its own tax returns (if applicable) separate from those of any person or entity to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (v) not enter into any transaction with any affiliate, except on an arm’s-length basis on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements; (vi) correct any known misunderstanding as to its separate identity; (vii) not permit any affiliate to guarantee or pay its obligations (other than guarantees, indemnities and other obligations pursuant to the Loan Documents, including, without limitation, Section 9.13(vii) below); (viii) not make loans or advances to any other person or entity; and (ix) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, that the foregoing shall not require any equity owner to make additional capital contributions to Borrower.
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Borrower hereby represents, warrants and covenants with regard to Borrower, as follows:
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Borrower represents and warrants that it at all times since its formation has been, and covenants and agrees that until the Loan has been paid in full it shall, and its Organizational Documents shall provide that it shall, continue to be, a Special Purpose Entity. A Special Purpose Entity means a corporation, limited liability company or a limited partnership, which at all times since its formation has and, on and after the date hereof, shall:
(a) not own (and has not owned) any asset or property other than (i) the Property, and (ii) such property as may be necessary for or incidental to its business purposes set forth in Section 9.10(b) below and (iii) cash, accounts receivable associated with its business purposes set forth in Section 9.10(b) below and other ordinary course investments of funds;
(b) not engage (and has not engaged) in any business, directly or indirectly, other than the ownership, development, operation, leasing, financing and management of the Property and conduct and operate its business as presently conducted and operated;
(c) not amend, alter, change or repeal the “Special Purpose Provisions” as set forth in, and as defined in, Borrower’s limited liability company agreement without the consent of Administrative Agent, nor amend, modify or otherwise change the Organizational Documents of Borrower without the prior consent of Administrative Agent in any manner that (i) violates the single purpose covenants set forth in this Section 9.10, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Requisite Lenders’ consent;
(d) maintain relationships comparable to an arm’s-length transaction with its Affiliates and enter into transactions with its Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (acknowledging that Borrower may enter into agreements with Affiliates relating to Sponsor maintaining Control of Borrower, so long as such agreements are not binding upon any successor owner of the Property or, following the consummation of a Mezzanine Loan Enforcement Action, Borrower or the Property and without any adverse effect on Borrower, the Property or Mezzanine Lender, and will not result in any liability for which any such successor owner or, following the consummation of a Mezzanine Loan Enforcement Action, Borrower, the Property or Mezzanine L...
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Borrower shall at all times be a Single Purpose Entity.
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Each of Borrower and Operating Lessee hereby represents, warrants and covenants with regard to Borrower and Operating Lessee, respectively, as follows:
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written consent of Administrative Agent or (in the case of clause (c)) the Requisite Lenders, which consents shall not be unreasonably withheld, conditioned or delayed, Borrower shall not (a) make or permit any amendment to Borrower’s or Operating Lessee’s operating agreement or other organizational documents; (b) engage in, or permit Operating Lessee to engage in, any transaction with any affiliate of Borrower, Operating Lessee or Guarantor on other than fair market, arms’-length terms and conditions; (c) engage in, or permit Operating Lessee to engage in, any business other than the ownership, leasing and operation of the Properties; (d) directly or indirectly guaranty, or permit Operating Lessee to guaranty, the obligations of any Person other than Borrower and Operating Lessee; or (e) incur, or permit Operating Lessee to incur, any additional indebtedness or other material obligation, other than ordinary course obligations (excluding, however, any additional borrowed money other than unsecured loans from Guarantor that are fully subordinated to the Loan pursuant to a written agreement satisfactory to Administrative Agent) incurred in connection with Borrower’s (or Operating Lessee’s) permitted scope of business as referred to above; provided, however, that the consent of Requisite Lenders shall be required with respect to any material amendment referred to in clause (a) of this Section 7.17.