Operations of Borrower. (a) Without limitation of any other provisions of this Agreement or any other Loan Document, Borrower hereby represents, warrants, covenants and agrees that it has not and shall not:
(i) engage in any business or activity other than the acquisition, development, construction, ownership, leasing, operation and maintenance of the Mortgaged Property, and activities incidental thereto;
(ii) acquire or own any material asset other than the Property, the Improvements, and such incidental personal property as may be necessary for the construction and operation of the Improvements;
(iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case the prior written consent of Lender;
(iv) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower’s organizational documents;
(v) own any subsidiary or make any investment in or acquire the obligations or securities of any other Person without the prior written consent of Lender;
(vi) commingle its assets with the assets of any of its partner(s), members, shareholders, Affiliates, or of any other Person or transfer any assets to any such Person other than distributions on account of equity interests in Borrower permitted hereunder and properly accounted for;
(vii) incur any Indebtedness other than Permitted Indebtedness;
(viii) allow any Person to pay its debts and liabilities or fail to pay its debts and liabilities solely from its own assets;
(ix) fail to maintain its records, books of account and bank accounts separate and apart from those of the shareholders, partners, members, principals and Affiliates of Borrower, the affiliates of a shareholder, partner or member of Borrower, and any other Person or fail to prepare and maintain its own financial statements in accordance with GAAP and susceptible to audit, or if such financial statements are consolidated, fail to cause such financial statements to contain footnotes disclosing that the Mortgaged Property is actually owned by Borrower;
(x) enter into any contract or agreement with any shareholder, partner, member, principal or Affiliate of Borrower, any Guarantor...
Operations of Borrower. Any breach of the provisions of Section 4.03 hereof shall occur which is not cured by Borrower within twenty (20) days after Lender gives Borrower notice thereof;
Operations of Borrower. All operations of Borrower have been carried on in accordance with all applicable laws, statutes, ordinances, rules and regulations, including, but not limited to, those relating to degradation of the environment. No investigation by any governmental authority, federal, state or local, is pending to the knowledge of Borrower, or threatened against Borrower.
Operations of Borrower. Take any action, or omit to take any action, that would cause such Borrower not to be a Single Asset Entity.
Operations of Borrower. Borrower has not been affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance), materially and adversely affecting such Collateral or the business or operations of Borrower.
Operations of Borrower. Each Borrower has no employees and operates its business solely through services provided by Great American.
Operations of Borrower. (a) Without limitation of any other provisions of this Agreement or any other Loan Document, Borrower hereby represents, warrants, covenants and agrees that it has not and shall not:
(i) engage in any business or activity other than the acquisition, development, construction, ownership, leasing, operation and maintenance of the Facility and the Borrower Collateral, and activities incidental thereto;
(ii) acquire or own any material asset other than the Facility, and such incidental personal property as may be necessary for the construction and operation of the Facility;
(iii) sell, lease (except pursuant to the Facility Lease or as otherwise permitted under this Agreement), exchange, convey, transfer, mortgage, assign, pledge or encumber, either voluntarily or involuntarily, or enter into an agreement to do so, of any right, title or interest of Borrower in or to the Borrower Collateral or any portion thereof;
(iv) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case the prior written consent of Administrative Agent;
Operations of Borrower. Take any action, or omit to take any action, that would cause such Borrower not to be a Special Purpose Entity.
Operations of Borrower. Borrower shall not make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than its present business and activities related or incidental thereto.
Operations of Borrower. Without the prior written consent of Lender, Borrower shall not directly or indirectly, (a) sell, exchange, transfer or otherwise dispose of any of Borrower's property, except in the ordinary course of business; (b) buy, rent, lease or acquire, directly or indirectly, property from any Related Party or in which a Related Party has an interest, except in the ordinary course of business or as disclosed in the Financial Information as of date hereof; (c) sell, exchange, transfer, lease or otherwise dispose of all or any substantial part of its capital assets; (d) make any payments upon or transfer any assets in satisfaction, in whole or in part, of any indebtedness subordinated to the Indebtedness or any other indebtedness owing to Lender; (e) make or have outstanding any loan or advance to any individual or entity, including without limitation any Related Party, except as disclosed in the Financial Information as of the date hereof; or (f) purchase any security of any corporation or invest in the obligations of any individual or entity.
