Bankruptcy Remote Entity. The Borrower represents, warrants and covenants that it has not and will not:
Bankruptcy Remote Entity. The Borrower has not and will not:
Bankruptcy Remote Entity. For the avoidance of doubt, any amendment or modification to any Required SPE’s Constituent Documents that has the sole effect of modifying such Required SPE’s authorized officers shall not require the prior written consent of Lender. 4.2.18
Bankruptcy Remote Entity. If a Healthcare Realty Affiliate ------------------------ desires to acquire the Project from New Borrower rather than the Pledged Interests and the Pledged Stock, the Healthcare Realty Affiliate shall be a single purpose, bankruptcy remote entity reasonably acceptable to Lender and meeting at least the same bankruptcy remote entity requirements of New Borrower and any reasonable additional bankruptcy remote entity requirements required by Lender at the time of transfer of the Project (a "Bankruptcy Remote Entity"). ------------------------ In addition, the Healthcare Realty Affiliate acquiring the Project shall have provided to Lender non-consolidation, authority and enforceability opinions issued by counsel reasonably acceptable to Lender containing substantially the same opinions contained in the non-consolidation, authority and enforceability opinions delivered to Lender in connection with the assumption of the Loan by New Borrower as contemplated hereby;
Bankruptcy Remote Entity. In the event that Tenant or a Tenant ------------------------ Affiliate desires to acquire the Project from New Borrower, Tenant or a Tenant Affiliate shall be a Bankruptcy Remote Entity and shall cause to be delivered to Lender the legal opinions described in Section 3.3(e) hereof;
Bankruptcy Remote Entity. Grantor represents, warrants and covenants to Grantee that, in the event that Grantee exercises the rights set forth in Section 12.01 of this Deed to Secure Debt, then Grantor shall modify its organizational structure such that either (i) Grantor becomes, and thereafter will at all times remain, an IDE (defined below); or (ii) Grantor forms a managing member that becomes and thereafter at all times thereafter remains an IDE. The organizational documents of Grantor and its controlling constituent entities shall, in connection with the satisfaction of the IDE requirements, be subject to Grantee's approval and shall not thereafter be modified, amended or revised without the prior written consent of Grantee. For purposes of this Section, the term "IDE" means an SPE (y) whose board of directors or other governing body includes at least one (1) independent director, as contemplated by Section 14.03 above, and (z) whose organizational documents require the unanimous vote of all director(s), general partner(s) or member(s) as applicable, to authorize (1) the filing of a bankruptcy petition or to otherwise institute insolvency proceedings with respect to Grantor or such entity, and (2) any amendment to the organizational document provisions of Grantor or such entity that specify the approvals to be obtained prior to the institution of bankruptcy or insolvency proceedings, including, without limitation, the vote of the independent director(s), general partner(s) or member(s), as applicable.
Bankruptcy Remote Entity. Each of the covenants and agreements contained in Sections 1.4, 3.1, 3.2, 3.5, 3.6 and 7.1 of the Limited Liability Company Agreement of Land Owner, Paragraphs 3, 4, 5 and 6 of the Amended and Restated Certificate of Formation of Land Owner, Articles 2, 6, 7 and 8 of the Certificate of Incorporation of Rock-Forty-Ninth, Inc., as amended by the Certificate of Amendment of the Certificate of Incorporation of Rock-Forty-Ninth Inc., and Articles 2, 6, 7 and 8 of the Certificate of Incorporation of Rock-Plaza, Inc. (collectively, the "SPE Covenants") are hereby incorporated herein by reference as if fully set forth herein for the benefit of Building Owner. Each of Land Owner, Rock-Forty-Ninth, Inc. and Rock-Plaza, Inc. hereby covenant and agree to comply, at all times, with the SPE Covenants contained in their respective organizational documents and Rock-Forty-Ninth, Inc. and Rock-Plaza, Inc. further covenant and agree to cause Land Owner to comply, at all times, with the SPE Covenants contained in the Limited Liability Company Agreement and Amended and Restated
Bankruptcy Remote Entity. At all times that MPT Picasso TRS, or any of its Affiliates owns any Equity Interest (or securities convertible into an Equity Interest) in PHP Holdings, the applicable Prospect Parties shall: (a) except as specifically provided for in the PhysicianCo Term Loan Documents executed as of the date hereof, cause PHP Holdings to be operated as a Bankruptcy Remote Entity, (b) Prospect Medical shall own any of its Equity Interest (or securities convertible into Equity Interests) in PHP Holdings (and otherwise own any direct or indirect interest in the managed care business of PHP Holdings and its Subsidiaries as currently conducted by the Prospect Parties) only through ownership structures expressly provided for in this Agreement or as otherwise consented to in writing by the MPT Parties, and (c) except as specifically provided for in the PhysicianCo Term Loan Documents executed as of the date hereof, none of Prospect Medical or its other Affiliates (excluding PHP Holdings and its Subsidiaries) shall guarantee or otherwise obligate itself, with respect to the debts of any of PHP Holdings or its Subsidiaries.
