SPE Covenants. Borrower hereby covenants that as of the date hereof and until such time as the Debt shall be paid in full:
(a) ESLA will not own any asset or property other than (i) the Property and (ii) incidental Personal Property necessary for the ownership or operation of the Property.
(b) ESBA, Operating Company and Observatory Tenant will not own any asset or property other than (i) their respective leasehold interests in the Property, (ii) with respect ESBA, its 100% ownership interest in ESLA, (iii) with respect to Operating Company, its 99% ownership interest in Observatory Tenant and 100% ownership interest in ESB 102 Corporation, (iv) their respective interests in ESB Captive Insurance Company L.L.C. (“ESB Captive”), (v) Operating Company’s interest in the Intellectual Property, and (vi) incidental Personal Property necessary for the ownership and operation of such leasehold interest;
(c) ESLA will not engage in any business other than the ownership, management and operation of the Property and ESLA will conduct and operate its business as presently conducted and operated;
(d) ESBA and Operating Company will not engage in any business other than its respective leasehold ownership of the Property, except, in the case of Operating Company, to license its Intellectual Property from time to time, and will conduct and operate its business substantially as presently conducted and operated. Observatory Tenant will not engage in any business other than in connection with its leasehold ownership of the Property and will conduct and operate its business substantially as presently conducted and operated;
(e) Except for capital contributions or capital distributions permitted under the terms and conditions of its organizational documents and properly reflected on its books and records and supervisory fees, Borrower, Operating Company and Observatory Tenant will not enter into any contract or agreement with any Affiliate of Borrower, Operating Company or Observatory Tenant, any constituent party of Borrower, Operating Company or Observatory Tenant or any Affiliate of any constituent party except with respect to ESB Captive, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than any such party.
(f) Except for (i) intercompany loans properly reflected on their respective financial statements, including, with respect to ESBA, a loan to ESBC in the amount of ...
SPE Covenants. Each Borrower:
(1) has not owned, does not own and will not own any asset or property other than (i) its Individual Property and (ii) assets or property substantially related to the ownership, management or operation of its Individual Property.
(2) has not engaged, does not engage, and will not engage in any business other than the ownership, management and operation of its Individual Property and Borrower will conduct and operate its business as presently conducted and operated, except as otherwise expressly permitted in the Loan Documents.
(3) has not entered and is not a party to and will not enter into or be a party to any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except in the ordinary course of business and on terms and conditions that are disclosed to Lender in advance and that are intrinsically fair, commercially reasonable and substantially similar to those that would be available on an arms-length basis with third parties other than any such party. Notwithstanding the foregoing, Borrower may be a signatory to any arms-length service contracts related to the operation of the Property or any amendment thereto.
(4) has not made and will not make any loans or advances to any Person (including any affiliate or constituent party), and has not acquired and shall not acquire obligations or securities of its affiliates.
(5) is and intends to remain solvent and Borrower has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from net operating income and available reserve funds, as the same shall become due; provided, however, that the foregoing shall not require any direct or indirect member, partner or shareholder of Borrower to make any additional capital contributions to Borrower.
(6) has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence, except as otherwise provided herein, and Borrower will not (i) terminate or fail to comply with the provisions of its organizational documents, or (ii) unless Lender has consented, amend, modify or otherwise change its partnership certificate, partnership agreement, articles of incorporation and bylaws, operating agreement, trust or other organizational documents.
(7) has maintained and will maintain all of its accounts, books, records, financial statements and bank accounts separate from those of it...
SPE Covenants. SPE covenants:
7.4.1 SPE will not amend, modify, or waive the SPE-Xxxxxx Agreement or the Xxxxxx-Xxxx Agreement in a way that would be inconsistent with any term of this Agreement.
7.4.2 SPE will keep in full force and effect the SPE-Xxxxxx Agreement and the Xxxxxx-Xxxx Agreement, materially comply with SPE’s obligations under such agreements, and not reduce any of its rights under such agreement in a way that would be inconsistent with any term of this Agreement.
7.4.3 SPE shall comply with each and every covenant contained in Article 7 of the Limited Liability Company Agreement of ECL7, LLC (as may be amended from time to time).
7.4.4 SPE shall comply with all obligations under the Administrative Services Agreement described in Section 2.8.
SPE Covenants. 5.1 BUSINESS OF POOL PARENT Pool Parent shall not engage in any business other than the ownership of equity interests in the Tenants and Tenant Members.
SPE Covenants. Each Member shall have delivered evidence satisfactory to Agent that its articles of organization contain the covenants set forth in Section 7.36 of the Agreement, mutatis mutadis;
SPE Covenants. Since the date of its formation, and at all times on and after the closing of the Loan, the Company has complied with and shall at all times comply with the following requirements:
i. Company has not owned, does not own and will not own any asset or property other than (A) the Property, and (B) incidental personal property necessary for the ownership or operation of the Property.
ii. Company has not and will not engage in any business other than the acquisition, ownership, holding, leasing, management, operation, development, improvement and financing of the Property and Company has and will conduct and operate its business as presently conducted and operated.
iii. Except with respect to the management of the Property by a property manager, Company has not and will not enter into any contract or agreement with any Affiliate of Company, any constituent party of Company or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms length basis with third parties other than any such party.
iv. Company has not incurred and will not incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (A) the Debt, (B) trade and/or operational indebtedness incurred in the ordinary course of business with trade and/or operational creditors, provided such indebtedness is (1) unsecured, (2) not evidenced by a note,
SPE Covenants. Borrower shall comply with all of the material SPE Covenants and shall at all times continue to be a Single-Purpose Entity.
SPE Covenants. 15 State ............................................................. 16 such as ........................................................... 57 Taking ............................................................
SPE Covenants. SPE covenants:
7.4.1 SPE will not amend, modify, or waive the SPE-Hansxx Xxxeement or the Hansxx-Xxxx Xxxeement in a way that would be inconsistent with any term of this Agreement.
7.4.2 SPE will keep in full force and effect the SPE-Hansxx Xxxeement and the Hansxx-Xxxx Xxxeement, materially comply with SPE’s obligations under such agreements, and not reduce any of its rights under such agreement in a way that would be inconsistent with any term of this Agreement. CONFIDENTIAL TREATMENT REQUESTED EXECUTION COPY
7.4.3 SPE shall comply with each and every covenant contained in Article 7 of the Limited Liability Company Agreement of ECL7, LLC (as may be amended from time to time).
7.4.4 SPE shall comply with all obligations under the Administrative Services Agreement described in Section 2.8.
