Common use of Single Purpose Covenants Clause in Contracts

Single Purpose Covenants. The Concessionaire shall, at all times during the Term, (i) be formed and organized solely for the purpose of owning the Concessionaire Interest and using, possessing, operating and collecting Metered Parking Revenues with respect to and otherwise dealing with the Metered Parking System (and carrying out the Metered Parking Services and other activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto)), (ii) not engage in any business unrelated to clause (i) above, (iii) not have any assets other than those related to its activities in accordance with clauses (i) and (ii) above, (iv) except as appropriate for Tax reporting purposes or in connection with consolidated financial statements, maintain its own separate books and records and its own accounts, (v) observe all corporate, limited partnership or limited liability company, as applicable, formalities and do all things necessary to preserve its existence, (vi) not guarantee or otherwise obligate itself with respect to the debts of any other Person provided that the Concessionaire may guarantee or otherwise obligate itself with respect to the debt of any Person who is a special purpose entity formed and organized solely for the purpose of engaging in the business of providing parking for motor vehicles and provided further, if the Collateral Assignment Debt is incurred at the holding company level (that is, by the Concessionaire’s parent entity), then the Concessionaire shall have the right to guarantee such parent entity’s obligations and liabilities in respect of such Collateral Assignment Debt, so long as such parent entity is in itself a special purpose entity formed and organized solely for the purpose of owning the Concessionaire and other single purpose affiliates of the Concessionaire engaged in the business of providing parking for motor vehicles), (vii) except as expressly permitted hereby or by any Collateral Assignment or in connection in the ordinary course of business of the Metered Parking System, not pledge its assets for the benefit of any other Person and (viii) maintain adequate capital in light of its contemplated business operations.

Single Purpose Covenants. The Concessionaire shall, (a) Each Borrower shall at all times during be a Single Purpose Entity. For the Term, purpose of this Agreement a “Single Purpose Entity” means a Borrower which shall at all times: (i) be formed and organized exist solely for the purpose of owning of, and not engage in any business or activity other than, the Concessionaire Interest and usingowning, possessingoperating, operating and collecting Metered Parking Revenues with respect to financing, leasing and otherwise dealing with the Metered Parking System (Project, and carrying out the Metered Parking Services and other activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto)), ; (ii) not engage in acquire or own any business unrelated to clause (i) above, assets other than the Project and such incidental personal property as may be necessary for the ownership and operation thereof; (iii) not have incur any assets Debt, secured or unsecured, direct or contingent (including guaranteeing any obligation) other than those related to its activities in accordance with clauses (i) and (ii) above, as expressly permitted by this Agreement; (iv) except as appropriate for Tax reporting purposes or maintain its books and records separate from any other Person; (v) maintain its bank accounts separate from any other Person; (vi) conduct business in connection its own name; (vii) hold all of its assets in its own name and not commingle its assets with consolidated those of any other Person; (viii) maintain its financial statements, maintain accounting records and other entity documents separate from any other Person; (ix) to the extent funds from operation of the Project permits, intends to remain solvent and pay its own separate books liabilities and records and expenses (including, without limitation, salaries of its own accountsemployees) only out of its own funds; provided, however, that the foregoing shall not require Borrower’s members, partners or shareholders to make additional capital contributions to Borrower; (vx) observe all corporatematerial organizational formalities necessary to maintain its separate existence, limited partnership or limited liability company, as applicable, formalities and do all things necessary not fail to preserve its existenceexistence as an entity duly organized, validly existing and in good standing (viif applicable) not guarantee or otherwise obligate itself with respect to under the debts of any other Person provided that the Concessionaire may guarantee or otherwise obligate itself with respect to the debt of any Person who is a special purpose entity formed and organized solely for the purpose of engaging in the business of providing parking for motor vehicles and provided further, if the Collateral Assignment Debt is incurred at the holding company level (that is, by the Concessionaire’s parent entity), then the Concessionaire shall have the right to guarantee such parent entity’s obligations and liabilities in respect of such Collateral Assignment Debt, so long as such parent entity is in itself a special purpose entity formed and organized solely for the purpose of owning the Concessionaire and other single purpose affiliates applicable Legal Requirements of the Concessionaire engaged in the business jurisdiction of providing parking for motor vehicles), its organization or formation; (viixi) except as expressly for capital contributions or capital distributions permitted hereby under the terms and conditions of Borrower’s organizational documents and properly reflected on its books and records, not enter into or by be party to any Collateral Assignment transaction with its partners, members, stockholders or in connection Affiliates except in the ordinary course of its business of the Metered Parking Systemand on terms and conditions that are intrinsically fair, not pledge its assets for the benefit of any other Person commercially reasonable and are no less favorable to Borrower than would be obtained in a comparable arms-length transaction with an unaffiliated third party; (viiixii) maintain adequate capital in light of its contemplated business operations.a sufficient US_ACTIVE\123288794\V-8

Single Purpose Covenants. The Concessionaire shallUntil the Obligations have been indefeasibly paid to the Lender in cash and all obligations of the Borrower under this Agreement and the other Junior Loan Documents have terminated, at all times during Borrower shall observe and comply with the Termfollowing covenants: (a) Borrower shall limit the nature, purpose and conduct of its business to engage solely in the following activities: (i) be formed and organized solely for the purpose of owning the Concessionaire Interest and usingTo construct, possessingown, operating and collecting Metered Parking Revenues with respect to hold, sell, assign, transfer, operate, lease, mortgage, pledge and otherwise dealing deal with the Metered Parking System Property and the Improvements as contemplated hereby; and (ii) To exercise all powers enumerated in the Limited Liability Company Act or Business Corporation Law of the State of Delaware necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein and carrying out for no other purpose. (b) The Borrower shall only incur indebtedness in an amount necessary to (i) acquire, hold, own, manage, finance, re-finance, operate, lease, maintain, design, develop, improve, demolish, rehabilitate, renovate, alter and/or dispose of the Metered Parking Services Project (including additions thereto) in accordance with the terms of the PAL Lease and the other activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto))Operative Documents, (ii) not engage as applicable, to acquire, hold, own, manage, finance, re-finance, operate, lease, maintain, design, develop, improve, demolish, rehabilitate, renovate, alter and/or dispose of additional property reasonably related to the purposes specified in any business unrelated to the preceding clause (i) above, at or in the vicinity of any Installation in accordance with the terms of the PAL Lease and the other Operative Documents and (iii) to engage in any or all lawful activities incidental to the foregoing. For so long as the Obligations remain unpaid and the liens and security interests of the Mortgages exist on any portion of the Property, the Borrower shall not have any assets other than those related to its activities in accordance with clauses (i) incur, assume, or guaranty any other indebtedness, other than (x) the Senior Loan, the Junior Loan, the Subordinate Loan and (ii) abovethe Swap Obligations, (ivy) except as appropriate for Tax reporting purposes trade payables or in connection with consolidated financial statements, maintain its own separate books and records and its own accounts, (v) observe all corporate, limited partnership or limited liability company, as applicable, formalities and do all things necessary to preserve its existence, (vi) not guarantee or otherwise obligate itself with respect to the debts of any other Person provided that the Concessionaire may guarantee or otherwise obligate itself with respect to the debt of any Person who is a special purpose entity formed and organized solely for the purpose of engaging in the business of providing parking for motor vehicles and provided further, if the Collateral Assignment Debt is accrued expenses incurred at the holding company level (that is, by the Concessionaire’s parent entity), then the Concessionaire shall have the right to guarantee such parent entity’s obligations and liabilities in respect of such Collateral Assignment Debt, so long as such parent entity is in itself a special purpose entity formed and organized solely for the purpose of owning the Concessionaire and other single purpose affiliates of the Concessionaire engaged in the business of providing parking for motor vehicles), (vii) except as expressly permitted hereby or by any Collateral Assignment or in connection in the ordinary course of business of owning and operating the Metered Parking SystemProperty and due and payable within thirty (30) days, and (z) financing for furniture, fixture and equipment that has been approved by the Lender in advance, such approval not pledge its assets for to be unreasonably conditioned, withheld or delayed, (ii) grant any lien(s) or security interest(s) in the benefit of Property other than to the Lender or as specifically approved by Lender, (iii) dissolve or liquidate, or consolidate or merge with or into any other Person entity, or convey or transfer its properties and (viii) maintain adequate capital in light assets substantially as an entirety or transfer any of its contemplated business operationsbeneficial interests to any entity, (iv) voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of the members of the limited liability company, or (v) except with respect to such amendments which are required to effectuate any action by Borrower which is expressly permitted herein, make any material amendment to its articles of organization or operating agreement without first notifying the Lender of such amendment and obtaining the prior written approval of the Lender (which approval will not be unreasonably withheld, conditioned or delayed). (c) Borrower shall observe and comply with the SPE Provisions.

Single Purpose Covenants. The Concessionaire Lessee shall, at all times during the Term, (ia) be formed and organized solely for the purpose of owning the Concessionaire Lessee Interest and using, possessing, leasing, operating and collecting Metered Parking Revenues with respect to and otherwise dealing with the Metered Parking System LMM Airport Facility (and carrying out the Metered Parking Services and other any activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto, including the financing thereof and of the Transaction)), (iib) not engage in any business unrelated to clause (ia) above, (iiic) not have any assets other than those related to its activities in accordance with clauses (ia) and (iib) above, (ivd) except as appropriate for Tax reporting purposes or in connection with consolidated financial statements, maintain its own separate books and records and its own accounts, in each case that are separate and apart from the books and records and accounts of any other Person; provided, however, that the Lessee’s assets may be included in a consolidated financial statement of a direct or indirect shareholder or other owner of a beneficial interest of the Lessee if inclusion on such consolidated financial statement is required to comply with the requirement of generally accepted accounting principles of the relevant jurisdiction, but only if (vi) such consolidated financial statement shall be appropriately footnoted to the effect that the Lessee’s assets are owned by the Lessee and that they are being included on the consolidated financial statement of such shareholder or other owner of a beneficial interest only to comply with the requirements of generally accepted accounting principles of the relevant jurisdiction and (ii) such assets shall be listed on the Lessee’s own separate balance sheet, (e) hold itself out as being a Person, separate and apart from any other Person, (f) not commingle its funds or assets with those of any other Person, (g) conduct its own business in its own name independently and through its own authorized officers and agents, (h) except as noted in clause (d) above, maintain separate financial statements and file its own Tax returns (to the extent required by applicable Law), (i) pay its own debts and liabilities when they become due out of its own funds, (j) observe all corporate, limited partnership or limited liability company, as applicable, formalities and do all things necessary to preserve its existence, (vik) have sufficient officers and personnel to run its business operations and to supervise its Contractors pursuant to one or more contractual arrangements, (l) pay the salaries of its own employees, if any, and maintain a sufficient number of employees in light of its contemplated business operations, (m) not guarantee or otherwise obligate itself with respect to the debts or obligations of any other Person provided that Person, or hold out its credit as being available to satisfy the Concessionaire may guarantee debts or otherwise obligate itself with respect to the debt obligations of any Person who is a special purpose entity formed and organized solely for the purpose of engaging in the business of providing parking for motor vehicles and provided further, if the Collateral Assignment Debt is incurred at the holding company level (that is, by the Concessionaire’s parent entity), then the Concessionaire shall have the right to guarantee such parent entity’s obligations and liabilities in respect of such Collateral Assignment Debt, so long as such parent entity is in itself a special purpose entity formed and organized solely for the purpose of owning the Concessionaire and other single purpose affiliates of the Concessionaire engaged in the business of providing parking for motor vehicles)Person, (viin) not acquire obligations of or securities issued by its shareholders, partners or members, as applicable, (o) use separate stationery, invoices and checks bearing its own name, (p) except as expressly permitted hereby or by any Collateral Assignment Leasehold Mortgage or in connection in with the ordinary course of business of the Metered Parking SystemLMM Airport Facility, not pledge its assets for the benefit of any other Person and or make any loans or advances to any other Person, (viiiq) correct any known misunderstanding regarding its separate identity, (r) maintain adequate capital in light of its contemplated business operations, (s) observe all customary organizational and operational formalities, including taking and maintaining of complete minutes of all member, manager, shareholder, board or similar meetings, (t) maintain an arm’s length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and pursuant to enforceable agreements and (u) have organizational documents which do not conflict with the requirements set forth in this Section 3.6.