SPE Provisions. Amend or otherwise modify the SPE Provisions or give any consent, waiver, or approval thereunder, waive any default under or breach of the SPE Provisions, agree in any manner to any other amendment, modification or change of any term or condition of the SPE Provisions, agree in any manner to any other amendment, modification or change of any term or condition of the SPE Provisions or take any other action in connection with the SPE Provisions that would impair in any material respect the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise adversely affect in any material respect the interest or rights, if any, of the Administrative Agent or any Lender.
SPE Provisions. Notwithstanding any provision hereof to the contrary, the following shall govern:
(a) The Company shall:
(i) Maintain books and records separate from any other person or entity;
(ii) Maintain its bank accounts separate from any other person or entity;
(iii) Not commingle assets with those of any other entity and shall hold all of its assets in its own name;
(iv) Conduct its own business in its own name;
(v) Pay its own liabilities out of its own funds;
(vi) Maintain an arm's length relationship with its affiliates;
(vii) Pay the salaries of its own employees and maintain a sufficient number of employees in light of its contemplated business operations;
(viii) Not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others;
(ix) Not acquire obligations or securities of its Member;
(x) Use separate stationery, invoices and checks;
(xi) Hold itself out as a separate entity;
(xii) Correct any known misunderstanding regarding its separate identity;
(xiii) Maintain adequate capital in light of its contemplated business operations;
SPE Provisions. Notwithstanding any other provision of this Agreement, any other organizational documents or any provisions of law that empowers the Partnership, the following provisions shall be operative and controlling so long as the loan (the “Loan”) by Arbor Realty SR, Inc., a Maryland corporation or its successors and/or assigns (collectively, the “Lender”) to the Partnership is outstanding:
(a) The sole purpose of the Partnership has been since the date of its formation and shall continue to be is to acquire, lease, own, develop, use and operate the Property and obtain the Loan and to transact lawful business that is incidental, necessary or appropriate to accomplish the foregoing all with respect to the real property located at 300 Xxxxxxxxxx Xxxxxxx Xxxx Xxxxx XX, Xxxxxxx, XX 00000 (the “Property”), together with such other activities as may be necessary or advisable in connection with the ownership of the Property. The Partnership has not engaged and shall not engage in any business, and it has not had and shall not have any purpose, unrelated to the Property and has not acquired and shall not acquire any real property or owned or own assets other than those related to the Property and/or otherwise in furtherance of the limited purposes of the Partnership.
(b) General Partner is designated as the general partner of the Partnership. The General Partner, and any additional or substitute general partner of the Partnership, may not be an individual and shall at all times have as its sole purpose to act as the General Partner of the Partnership, and shall be engaged in no other business or have any other purpose. Additionally, any additional or substitute general partner of the Partnership shall have organizational documents that (a) conform in all material respects to the organizational documents of the General Partner, inclusive of all single purpose/bankruptcy remote provisions and (b) are acceptable to the Lender.
(c) The General Partner shall have no authority to perform any act in respect of the Partnership in violation of any (a) applicable laws or regulations or (b) any agreement between the Partnership and the Lender.
(d) The Partnership shall not:
(i) make any loans to the Partners or the Partnership’s or any Partner’s Affiliates (as defined below);
(ii) except as permitted by the Lender in writing, sell, encumber (except with respect to the Lender) or otherwise transfer or dispose of all or substantially all of the properties of the Partnership (a sale or ...
SPE Provisions. For so long as the Mortgage Loan remain outstanding, the Company:
(a) (i) will be organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into the Mortgage Loan Documents with Mortgage Lender, refinancing the Property in connection with a permitted repayment of the Mortgage Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, and (ii) 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.
(b) will not engage in any business other than the ownership, management and operation of the Property and Company will conduct and operate its business as presently conducted and operated.
(c) 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, commercially reasonable, and no less favorable to it than would be available on an arms-length basis with third parties other than any such party.
(d) will not incur any indebtedness other than (i) the Mortgage Loan, and (ii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding one percent (1%) of the original principal amount of the Mortgage Loan at any one time; provided that any indebtedness incurred pursuant to subclause (ii) shall be (A) outstanding not more than sixty (60) days, and (B) incurred in the ordinary course of business (the indebtedness described in the foregoing clauses (i) and (ii) is referred to herein, collectively, as “Permitted Indebtedness”). No Indebtedness other than the Mortgage Loan may be secured (senior, subordinate or pari passu) by the Property.
(e) will not make any loans or advances to any third party (including any Affiliate or constituent party), and has not and shall not acquire obligations or securities of its Affiliates.
(f) will remain solvent and Company and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due to the extent of available cash flow; provided further that nothing contained herein shall be deemed to require any Member to make any additional Capital Contribution to the Company.
(g) will do all things ne...
SPE Provisions. For so long as the Mortgage exists on any portion of the Property, in order to preserve and ensure its separate and distinct identity, in addition to the other provisions set forth in this Agreement, the Company shall satisfy all of the following requirements:
(a) it conducts its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly uses its best efforts to avoid the appearance of conducting business on behalf of any Affiliate or that its assets are available to pay the creditors of any Affiliate. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, are all made solely in its name;
(b) it maintains its records and books of account separate from those of its Affilities;
(c) it obtains proper authorization required by any Requirement of Law (as defined in the Loan Agreement executed on even date with the Mortgage) of all action requiring such authorization;
(d) it obtains proper authorization from its shareholders, partners, or members, as the case may be, of all action requiring such approval;
(e) it pays its Operating Expenses (as defined in the Loan Agreement) and liabilities from its own funds;
(f) its Financial Statement (as defined in the Loan Agreement) discloses the effects of its transactions in accordance with GAAP, and disclose that its assets are not available to pay creditors of any Affiliate;
(g) its resolutions, agreements and other instruments authorizing and underlying the transactions described in the Loan Agreement and in the Loan Documents (as defined in the Loan Agreement) are maintained by it as its official records, separately identified and held apart from the records of any Affiliate;
(h) it maintains an arm's length relationship with its Affiliates, and does not hold itself out as being liable for the debts of any Affiliate;
(i) it keeps its assets and its liabilities wholly separate from those all other entities, including, but not limited to, its Affiliates except, in each case, as contemplated by the Loan Documents; and
(j) its sole assets are the Property, and the Intangible Personalty, Rents and Profits (each as defined in the Loan Agreement).
SPE Provisions. If required by the lender in connection with the first mortgage financing of the Project, the Manager is hereby authorized to amend this Agreement (and the Certificate, if applicable) to include such single purpose entity or "
SPE Provisions. Notwithstanding any provision hereof to the contrary, the following shall govern:
SPE Provisions. Notwithstanding anything to the contrary contained herein, for so long as that certain first mortgage Joxx xn the original principal amonut of Forty-Five Million Nine Hnudred Ninety-Fonr Thousand and No/I 00 Dollars ($45,994,000) (the “Indebtedness”) made by Waxxxx & Dunlop, LLC, a Delaware limited liability company (together with its successors ancVor assigns “Lender”) to the Company remains outstanding, in the event of any conflict between the provisions contained in this Exhibit B and the other provisions of this Agreement, the provisions of this Exhibit B shall control and govern. All capitalized terms used in this Exhibit B shall have the meaning ascribed to them in that certain Multifamily Loan and Security Agreement (the “Loan Agreement”), dated as of November 18, 2022 between the Company (“Borrower”) and Lender.
SPE Provisions. Notwithstanding anything to the contraiy contained herein, for so long as that certain first mortgage loan in the original principal amount of Forty-Five Million Nine Hundred Ninety-Four Thousand and No/100 Dollars ($45,994,000) (the “Indebtedness”) made by Waxxxx & Dunlop, LLC, a Delaware limited liability company (together with its successors and/or assigns “Lender”) to the Trust remains outstanding, in the event of any conflict between the provisions contained in this Exhibit C and the other provisions of the Trust Agreement, the provisions of this Exhibit C shall control and govern. All capitalized terms used in this Exhibit C shall have the meaning ascribed to them in that certain Multifamily Loan and Security Agreement (the “Loan Agreement”), dated as of November 18, 2022 between the Trust (“Borrower”) and Lender.
SPE Provisions. Notwithstanding anything in this Agreement to the contrary, unless and until that certain loan (“Loan”) from PCCP Capital I, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), to the Company evidenced and secured by certain loan documents (collectively, “Loan Documents”) including, without limitation, a loan agreement executed by Lender and Company in connection with the acquisition of the Project (“Loan Agreement”) and a deed of trust encumbering the Project, has been paid in full in accordance with the terms and provisions of such Loan Documents, the following provisions shall be and remain in effect and shall control in the event of any conflict with any contrary provisions hereof or of any other Company governance documents:
(a) The purpose for which Company is organized shall be limited to (i) owning, holding, selling, leasing, transferring, exchanging, operating and managing Company’s interest in the Project, (ii) entering into the Loan, (iii) refinancing the Project in connection with a permitted repayment of the Loan, and (iv) transacting any and all lawful business that is incident, necessary and appropriate to accomplish the foregoing.
(b) Company will not own any asset or property other than (i) the Project and (ii) incidental personal property necessary for and used in connection with the ownership or operation of the same.
(c) Company shall not engage in a business other than the ownership, operation and management of the Project and any other property which is hereafter acquired by Company with Lender’s prior written consent.
(d) Except as otherwise expressly permitted in Section 8.16(d) of the Loan Agreement, Company will not enter into any contract or agreement with any Affiliate, CT California Fund VI, LLC, a California limited liability company (“Guarantor”), or any Affiliate of Guarantor, provided, however, that Company may enter into contracts with Affiliates with Lender’s prior written consent so long as such contracts relate to the Project and provide for payments at prevailing market rates.
(e) Except as otherwise expressly permitted in Section 8.16(e) of the Loan Agreement, Company will not incur any indebtedness, secured or unsecured, in violation of Section 8.8 of the Loan Agreement. In no event shall any indebtedness other than the Loan be secured (either subordinate or pari passu) by the Project, and no indebtedness may be secured, directly or indirectly, by any partnership, membershi...
