SPE Entity Clause Samples

SPE Entity. Notwithstanding any other provision 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 listed on Schedule 1 attached hereto. Any substitute General Partner permitted under this Agreement (and permitted under the Loan Agreement) shall be required to comply with this Section 2.11 if so required by the lender or servicer under the Mortgage Loan. If reasonably required by the lender or servicer under the Mortgage Loan, the BDN entity will comply with, and will refrain from taking any action in violation of, the “Special Purpose Bankruptcy Remote Entity” definition on Schedule 1 attached hereto.

SPE Entity. Each Person other than Borrower which is required by this Security Instrument to be, as long as the Loan is outstanding, a Special Purpose Entity, including, without limitation, any TRS Subsidiary (if established). For avoidance of doubt, on the Execution Date, the Borrower is a limited liability company that complies with the requirements of subsections (k) and (ee) of the definition of “Special Purpose Entity” in Section 2.10 hereof and therefore, the member of Borrower shall not be required to be an SPE Entity so long as Borrower continues to comply with such requirements.Special Purpose Entity: As defined in Section 2.10 hereof.Special Purpose Provisions: As defined in Section 2.10 hereof.Sponsor Affiliate: Any Person which is controlled by TRG and is at least fifty percent (50%) owned, directly or indirectly, by TRG. The term “control” as used in this definition shall mean the primary responsibility to make or veto all material decisions with respect to the operation, management, financing and disposition of the specified interest.Springing Member: As defined in the limited liability company operating agreement of Borrower.State: The State of Colorado.Subordination of Management Agreement: That certain Subordination of Management Agreement, dated as of the Execution Date, among Lender, Borrower and Manager, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

SPE Entity. Each Person other than Mortgagor which is required by this Mortgage to be, as long as the Loan is outstanding, a Special Purpose Entity, including, without limitation, Managing Member. Special Purpose Entity: As defined in Section 2.10 hereof. Spill Act: As defined in Section 15.03(A) hereof. Splitter Agreement: As defined in the introductory Recitals hereto. Sponsor Affiliate: Any Person which is controlled by TRG and is at least fifty percent (50%) owned, directly or indirectly, by TRG. The term “control” as used in this definition shall mean the primary responsibility to make or veto all material decisions with respect to the operation, management, financing and disposition of the specified interest. Springing Member: As defined in the limited liability company operating agreement of Managing Member. State: The State of New Jersey. Subordination of Management Agreement: That certain Amended and Restated Subordination of Management Agreement, dated as of the Execution Date, among Mortgagee, Mortgagor and Manager, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

SPE Entity. Any Person that is an owner of an equity interest in a Subsidiary Borrower which Agent reasonably requires be a Single Purpose Entity. With respect to the initial Subsidiary Borrowers a party to this Agreement, there are no SPE Entities. Stabilized Property. A completed project that has achieved a Leased Rate of at least eighty-five percent (85%) for a period of not less than thirty (30) consecutive days, provided that a Development Property on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenants improvements) for at least twenty-four (24) months shall constitute a Stabilized Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia.