Special Purpose Bankruptcy Remote Entity. Borrower shall at all times be a Special Purpose Bankruptcy Remote Entity. Borrower shall not directly or indirectly make any change, amendment or modification to its organizational documents, or otherwise take any action which could result in Borrower not being a Special Purpose Bankruptcy Remote Entity. A “Special Purpose Bankruptcy Remote Entity” shall have the meaning set forth on Schedule 5 hereto.
Special Purpose Bankruptcy Remote Entity. Borrower shall not and shall cause each other Loan Party and each SPC Party not to directly or indirectly make any change, amendment or modification to its Constituent Documents, or otherwise take any action, which will result in Borrower or any other Loan Party or SPC Party not being a Special Purpose Bankruptcy Remote Entity.
Special Purpose Bankruptcy Remote Entity. Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity. A "Special Purpose Bankruptcy Remote Entity" means a corporation, limited partnership or limited liability company which at all times since its formation and at all times thereafter (i) was and is organized solely for the purpose of (A) owning a portion of the Collateral or (B) acting as a member of a limited liability company that owns a portion of the Collateral, (ii) has not engaged and will not engage in any business unrelated to (A) the ownership of a portion of the Collateral, or (B) acting as a member of the limited liability company that owns a portion of the Collateral, (iii) has not had and will not have any assets other than those related to a portion of the Collateral or its member interest in the limited liability company that owns a portion of the Collateral, (iv) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, asset sale, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company), or amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable), (v) if such entity is a limited partnership, has, as its only general partners, Special Purpose Bankruptcy Remote Entities that are corporations, (vi) if such entity is a corporation has at least one Independent Director, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any action requiring the unanimous affirmative vote of 100% of the members of its board of directors unless an Independent Director shall have participated in such vote, (vii) if such entity is a limited liability company, has at least one member that is a Special Purpose Bankruptcy Remote Entity that is a corporation and such corporation is the managing member of such limited liability company, (viii) if such entity is a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, providing that (A) such entity will dissolve only upon the bankruptcy of the managing member, (B) the vote of a majority-in-interest of the remaining members is sufficient to continue the life of the limited liability company in the event of such bankruptcy of the managi...
Special Purpose Bankruptcy Remote Entity. Notwithstanding any other provisions of this Agreement, the General Partner and the Partnership shall take all actions necessary to cause the Partnership and General Partner, to comply with, and will refrain from taking any actions in violation of, the defined term “Special Purpose Bankruptcy Remote Entity,” as such term is defined in Exhibit B attached hereto. Any substitute General Partner permitted under this Agreement shall be required to comply with this Article XIII. Notwithstanding any other provisions of this Agreement, so long as the Loan (as such term and other capitalized terms used herein but not otherwise defined are defined in that certain Loan and Security Agreement dated as of , 2006 (the “Loan Agreement”) by and among Lender (as defined therein) and Borrowers (as defined therein)) is outstanding, neither the Partnership nor the General Partner shall permit any Transfer other than a Permitted Transfer.
Special Purpose Bankruptcy Remote Entity. Each of Borrower and the SPE Party shall at all times be a Special Purpose Bankruptcy Remote Entity. Neither Borrower nor the SPE Party shall directly or indirectly make any change, amendment or modification to its or such SPE Party’s organizational documents, or otherwise take any action which could result in Borrower or the SPE Party not being a Special Purpose Bankruptcy Remote Entity. A “Special Purpose Bankruptcy Remote Entity” shall have the meaning set forth on Schedule 5 hereto.
Special Purpose Bankruptcy Remote Entity. Each of Borrower and Sole Member has at all times since their formation and at all times thereafter and shall at all times be a Special Purpose Bankruptcy Remote Entity. Neither Borrower nor Sole Member shall directly or indirectly make any change, amendment or modification to its organizational documents, or otherwise take any action which could result in Borrower not being a Special Purpose Bankruptcy Remote Entity.
Special Purpose Bankruptcy Remote Entity. Each Borrower, SPE Owner’s Member, and SPE Owner’s Member GP, and TRS Lessee’s Member will at all times be and remain a Special Purpose Bankruptcy Remote Entity. A “Special Purpose Bankruptcy Remote Entity” will have the meaning set forth on Schedule 4 hereto. The organizational documents of each Borrower will at all times include the language set forth on Schedule 4.
Special Purpose Bankruptcy Remote Entity. Borrower and each SPC Party shall at all times continue to be a Special Purpose Bankruptcy Remote Entity, in accordance with the terms of this Agreement. Borrower will not own or use any assets other than its interests in the Property and personal property incidental to the business of owning, constructing, operating and selling the Property and activities incidental thereto; without limiting the foregoing, the Property shall be operated as a single property or project, generating substantially all of Borrower’s gross income, it being Borrower’s intent that the Property shall at all times and from time to time constitute “single asset real estate” for purposes of Section 362(d)(3) of the Bankruptcy Code.
Special Purpose Bankruptcy Remote Entity. Borrower hereby represents and warrants that as of the formation of Borrower and each SPC Party through and including the Closing Date that neither Borrower nor any SPC Party has taken any of the actions prohibited (or failed to take any actions required to be taken) pursuant to the terms and provisions of this Section 3.1.24. Borrower hereby represents and warrants to, and covenants with, Administrative Agent that as of the date hereof and until such time as the Debt shall be paid in full:
Special Purpose Bankruptcy Remote Entity. The following words are hereby added to the beginning of clause (iv) of the definition of Special Purpose Bankruptcy Remote Entity set forth on Schedule 4 to the Loan Agreement: “unless otherwise permitted by the Loan Documents.”
