Single Member Delaware LLC definition
Single Member Delaware LLC means a single member limited liability company formed under Delaware law which (a) has and shall have either two natural persons or one entity that is not a member of the company, that has signed its limited liability company agreement and that, under the terms of such limited liability company agreement becomes a member of the company immediately prior to the withdrawal or dissolution of the last remaining member of the company, (b) complies with the terms and provisions of Section 3.1.24(cc) hereof, and (c) otherwise meets the Rating Agency Criteria.
Single Member Delaware LLC means a single member limited liability company formed under Delaware law which (i) has at least one springing member, which, upon the dissolution of all of the single member or the withdrawal or the disassociation of the single member from such limited liability company, shall immediately become the sole member of such limited liability company, and (ii) complies with the terms and provisions of Section 3.1.24(cc). “SOFR” means, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, -38- (or a successor administrator) on the Federal Reserve Bank of New York’s Website, provided that in no event shall SOFR be less than zero. “SOFR Rate Loan” means the Loan at such time as interest thereon accrues at a per annum rate of interest equal to the “Applicable Interest Rate” if the Benchmark thereunder is Term SOFR. “SPC Party” shall mean, if Borrower is a limited partnership or a limited liability company (other than a Single Member Delaware LLC), each general partner or managing member of Borrower. “Special Member” shall have the meaning set forth in Section 3.1.24(cc)(i). “Special Purpose Bankruptcy Remote Entity” shall mean a corporation, limited liability company or limited partnership which, at all times, complies with the requirements set out in Section 3.1.24. “Sponsor” shall mean Guarantor. “Spread Maintenance Premium” shall mean, in connection with a prepayment of all or any portion of the Outstanding Principal Balance of the Loan, the Building Loan and the Supplemental Building Loan pursuant to the terms hereof, the Building Loan Agreement or the Supplemental Building Loan Agreement, respectively, an amount equal to the present value, discounted at Benchmark on the most recent Determination Date of all future installments of interest which would have been due hereunder through and including the Open Prepayment Date, on the portion of the Outstanding Principal Balance of the Loan, the Building Loan and the Supplemental Building Loan being prepaid as if interest accrued on such portion of the principal balance being prepaid at an interest rate per annum equal to the Applicable Spread. The Spread Maintenance Premium shall be reasonably calculated by Administrative Agent and shall be final absent manifest error. “Springing Recourse Event” shall have the meaning set forth in Section 11.22(i). “State” shall mean the State or Commonwealth in which the P...
Examples of Single Member Delaware LLC in a sentence
If Borrower is a limited partnership or a limited liability company other than a Single Member Delaware LLC, each SPC Party shall comply in all material respects with the terms and provisions of this Section 3.1.24.