Common use of Single Purpose Entity Covenants Clause in Contracts

Single Purpose Entity Covenants. Borrower has not and shall not: (a) engage in any business or activity other than entering into and carrying out its obligations under the Core Documents and activities incidental thereto; (b) acquire or own any material assets other than such incidental personal property as may be necessary in connection with entering into and carrying out its obligations under the Core Documents; (c) merge into or consolidate with any person or entity 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; (d) (A) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the State of Illinois, or (B) without the prior written consent of NT Senior Lender, amend, modify, terminate or fail to comply with the provisions of its organizational documents; (e) own any subsidiary or make any investment in, any person or entity without the consent of the NT Senior Lender; (f) except as otherwise expressly permitted hereunder, commingle its assets with the assets of any of its members, general partners, affiliates, principals or of any other person or entity, participate in a cash management system with any other entity or person or fail to use its own separate stationery, invoices and checks; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than pursuant to the Loan Documents, except for trade payables in the ordinary course of its business of owning and operating the Property, provided that such debt (A) is not evidenced by a note, (B) is paid within sixty (60) days of the date incurred, and (C) is payable to trade creditors and in amounts as are normal and reasonable under the circumstances; (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; (i) (A) fail to maintain its records (including financial statements), books of account and bank accounts separate and apart from those of IFF Member, the affiliates of IFF Member, and any other person or entity, (B) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other entity or person except as otherwise required or permitted by applicable law or accounting guidelines, including FIN 46, or

Single Purpose Entity Covenants. Borrower has not and shall not: (a) engage Notwithstanding anything in any business or activity other than entering into this Agreement to the contrary, Company hereby covenants that, commencing on the date on which the Company incurs the Obligations and carrying out its obligations under until such time as the Core Documents and activities incidental thereto; (b) acquire or own any material assets other than such incidental personal property as may be necessary Obligations are paid in connection with entering into and carrying out its obligations under the Core Documents; (c) merge into or consolidate with any person or entity or dissolvefull, terminate or liquidate that without, in whole or in parteach case, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (A) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the State of Illinois, or (B) without the prior written consent of NT Senior Lenderthe Lender affiliated with such Obligations, amendCompany: (i) Will not, modify, terminate change this Agreement or fail to comply with the provisions of its organizational documentsCertificate in any manner which adversely affects the Company’s existence as a single purpose entity; (eii) own Will not cause or permit any subsidiary liquidation or dissolution, or any transaction of merger or consolidation, or acquire by purchase or otherwise any part of the business or assets of, or any stock or other evidence of beneficial ownership of, or make any investment in, any person or entity without the consent of the NT Senior LenderEntity; (fiii) except as otherwise expressly permitted hereunderDoes not and will not own any asset other than (A) the Property, commingle its assets and (B) incidental personal property necessary for the operation of the Property; (iv) Is not engaging and will not engage, either directly or indirectly, in any business other than the ownership, management and operation of the Property; (v) Will not enter into any agreement with the assets any general partner, manager, member, principal, Affiliate or any Affiliate of any of its membersthem (each, general partnersa “Related Party”), affiliatesexcept upon terms that are intrinsically fair, principals or of any other person or entity, participate in a cash management system and the same as on an arms’-length basis with any other entity or person or fail to use its own separate stationery, invoices and checksunrelated third parties; (gvi) Has not and will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than pursuant to the Loan Documents, except for trade payables in the ordinary course of its business of owning and operating the Property, provided that such debt (A) is not evidenced by a notethe Obligations, (B) debt from Related Parties, which is paid within sixty (60) days of expressly subordinate to the date incurredObligations, and (C) is payable to ordinary course trade creditors payables or expenses of the Property not more than 60 days old, and in amounts as are normal and reasonable under the circumstanceswill not pledge or assign its assets for or become liable for any other obligation; (hvii) become insolvent Has not made and fail will not make any loans or advances to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become dueany third party or Related Party; (iviii) Has done and will do all things necessary to preserve its existence, and will observe all applicable formalities; (Aix) fail Will conduct its business in its own name and as presently conducted; (x) Will be, and will hold itself out to the public as, a legal entity separate and distinct from any other Entity (such as Related Parties); (xi) Will not commingle its assets with those of any Related Parties or any other Person; (xii) Has and will maintain its records (including financial statements), books of account assets in a manner such that its individual assets can be segregated and bank accounts separate and apart identified from those of IFF Memberany Related Party or any other Person without cost or difficulty; (xiii) Does not and will not hold itself out as responsible for any other Person’s debts or obligations; and (xiv) Will pay any liabilities including salaries of its employees, out of its own funds and not funds of any Related Party. (b) Failure of the Company, or the Manager on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity. (c) So long as any Obligation is outstanding, the affiliates following provisions of IFF Memberthis Agreement shall not be amended, altered, changed or repealed: Sections 2.5, 4.1, 4.2, 10.2 and any other person 11.3, unless Lender has consented in writing to such action. Subject to this Section 10.2(c), this Agreement may otherwise be amended, altered, changed or entity, (B) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other entity or person except as otherwise required or permitted by applicable law or accounting guidelines, including FIN 46, orrepealed in accordance with Section 11.3.

Single Purpose Entity Covenants. Borrower has not and Until such time as the Note is irrevocably paid in full, Pledgor shall not: (a) 4.1 engage in any business or activity other than entering into and carrying out the ownership of its obligations under membership interest in the Core Documents and activities incidental theretoCompany; (b) 4.2 acquire or own any material assets other than such incidental personal property as may be necessary its membership interest in connection with entering into and carrying out its obligations under the Core DocumentsCompany; (c) 4.3 merge into or consolidate with any person or entity 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 Secured Party's consent; (d) (A) 4.4 fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the State jurisdiction of Illinoisits organization or formation, or (B) without the prior written consent of NT Senior LenderSecured Party, amend, modify, terminate or fail to comply with the provisions of its Pledgor's Partnership Agreement or similar organizational documents; (e) 4.5 own any subsidiary or make any investment in, in any person or entity without the consent of the NT Senior LenderSecured Party; (f) except as otherwise expressly permitted hereunder, commingle its assets with the assets of any of its members, general partners, affiliates, principals or of any other person or entity, participate in a cash management system with any other entity or person or fail to use its own separate stationery, invoices and checks; (g) 4.6 incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than pursuant to the Loan Documents, except for trade payables in the ordinary course of its business of owning and operating the Property, provided that such debt (A) is not evidenced by a note, (B) is paid within sixty (60) days of the date incurred, and (C) is payable to trade creditors and in amounts as are normal and reasonable under the circumstances; (h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; (i) (A) 4.7 fail to maintain its records (including financial statements)records, books of account and bank accounts separate and apart from those of IFF Memberthe general partners, members, shareholders, principals and affiliates of Borrower, the affiliates of IFF Membera general partner or member, or shareholder of Pledgor, and any other person or entity; 4.8 seek the dissolution or winding up in whole, (B) permit or in part, of Pledgor; 4.9 maintain its assets in such a manner that it will be costly or liabilities difficult to segregate, ascertain or identify its individual assets from those of any general partner, member, shareholder, principal or affiliate of Pledgor, or any general partner, member, shareholder, principal or affiliate thereof or any other person; 4.10 hold itself out to be listed responsible for the debts of another person; 4.11 fail to file its own tax returns; 4.12 fail either to hold itself out to the public as assets or liabilities on the financial statement of a legal entity separate and distinct from any other entity or person except or to conduct its business solely in its own name in order not (A) to mislead others as to the identity with which such other party is transacting business, or (B) to suggest that Pledgor is responsible for the debts of any third party (including any general partner, principal or affiliate of Pledgor, or any general partner, principal or affiliate thereof); 4.13 fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; 4.14 file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; or 4.15 directly or indirectly sell, transfer, assign, encumber, hypothecate or otherwise required convey its assets or permitted by applicable law any interest, beneficial or accounting guidelinesotherwise, including FIN 46, ortherein.