SPE Requirements. Since its formation and at all times thereafter it has complied with the following provisions, and it shall:
(i) own no material assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Loan Document;
(ii) not incur any Debt or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than as permitted under Section 7.1(a) or as otherwise permitted under this Agreement;
(iii) not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the acquisition, conversion or maintenance of Properties in connection with the Loan Documents;
(iv) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from and to the extent of its own assets; provided, however that the foregoing shall not require its member to make any additional capital contributions to it;
(v) maintain a sufficient number of employees, if any, in light of its contemplated business operations;
(vi) pay the salaries of its own employees, if any, only from and to the extent of its own funds;
(vii) comply with the provisions of its Governing Documents;
(viii) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents without the consent of the Agent;
(ix) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any other Person, and has not and shall not list its assets as assets on the financial statements of any other Person (except that, to the extent required under GAAP or as a matter of Applicable Law its assets may be included in a consolidated financial statement of its Affiliates; provided, that (a) appropriate notation shall be made on such financial statements to indicate the separateness of such Person from such Affiliate and to indicate that such Person’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (b) such assets shall also be listed on such Person’s own separate balance sheet) and file its own tax returns separate from those of any other Person except to the extent such Person is treated as a “disregarded entity” for tax...
SPE Requirements. For so long as that certain mortgage loan made by KeyBank National Association (the “Lender”) to the Partnership (the “Loan”) shall remain outstanding, the Partnership shall:
(i) Maintain its 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 Partners;
(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;
(xiv) Not identify itself as a division of any other person or entity;
(xv) Not hold, form or acquire any subsidiaries;
(xvi) Observe all limited partnership formalities;
(xvii) File its tax returns separate from any other entity; and
(xviii) Not incur, create, or assume any indebtedness or liabilities, secured or unsecured, direct or contingent, other than (i) the Loan and (ii) unsecured indebtedness that represents trade payables or accrued expenses occurring in the normal course of business of owning and operating the Property that is not evidenced by a promissory note and is due and payable within sixty (60) days after the date incurred and which in no event exceeds two percent (2%) of the original principal amount of the promissory note evidencing the Loan.
SPE Requirements. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, unless and until the Obligations are paid and performed in full in accordance with the Loan Documents and the Loan Documents are no longer in effect, the Borrower hereby covenants and agrees as follows:
SPE Requirements. (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;
(xiiiv) Not identify itself as a division of any other person or entity;
(xiv) Not hold, form or acquire any subsidiaries;
SPE Requirements. (a) Each of the Borrower and Holdings has since its formation and shall at all times (i) comply with the SPE Requirements applicable to the Borrower and Holdings, respectively, and (ii) preserve and keep in full force and effect its existence as a Special Purpose Entity.
(b) OPI WF Owner has since its formation, and each of Holdings and the Borrower shall cause each Subsidiary Owner at all times to, (i) comply with the SPE Requirements applicable to such Subsidiary Owner and (ii) preserve and keep in full force and effect its existence as a Special Purpose Entity.
SPE Requirements. A Special Purpose Entity means a corporation, limited partnership or limited liability company which at all times prior to (since such Person’s formation), on and after the Agreement Date:
SPE Requirements. If and to the extent prohibited by any financing agreement to which the Company or its ultimate parent, Industrial Logistics Properties Trust, are parties, the Company will not do any of the following:
SPE Requirements. Cause the Borrower and the Parent Guarantor to (i) maintain in its constitutive documents the provisions referred to in the definition of “SPE Requirements” and (ii) comply with such provisions at all times.
SPE Requirements. In the case of (i) each Borrower (A) maintain in its constitutive documents the provisions referred to in the definitions of Borrower SPE Requirements and (B) comply with such provisions at all times, (ii) each Pledgor, cause such Pledgor to (A) maintain in its constitutive documents the provisions referred to in the definition of Pledgor SPE Requirements and (B) comply with such provisions at all times, and (iii) each TRS Lessee, cause such TRS Lessee to (A) maintain in its constitutive documents the provisions referred to in the definition of TRS Lessee SPE Requirements and (B) comply with such provisions at all times.
SPE Requirements. (i) No Loan Party will amend or otherwise modify any provisions in the constitutive documents of any Borrower that incorporate the terms of the Borrower SPE Requirements or give any consent, waiver or approval to such amendments or modifications, waive any default under or breach of the Borrower SPE Requirements incorporated into such constitutive documents, agree in any manner to any other amendment, modification or change of any term or condition of the Borrower SPE Requirements incorporated into such constitutive documents or take any other action in connection with the Borrower SPE Requirements 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 any Agent or any Lender.
(ii) No Loan Party will amend or otherwise modify any provisions in the constitutive documents of any Pledgor that incorporate the terms of the Pledgor SPE Requirements or give any consent, waiver or approval to such amendments or modifications, waive any default under or breach of the Pledgor SPE Requirements incorporated into such constitutive documents, agree in any manner to any other amendment, modification or change of any term or condition of the Pledgor SPE Requirements incorporated into such constitutive documents or take any other action in connection with the Pledgor SPE Requirements 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 any Agent or any Lender.
(iii) No Loan Party will amend or otherwise modify any provisions in the constitutive documents of any TRS Lessee that incorporate the terms of the TRS Lessee SPE Requirements or give any consent, waiver or approval to such amendments or modifications, waive any default under or breach of the TRS Lessee Requirements incorporated into such constitutive documents, agree in any manner to any other amendment, modification or change of any term or condition of the TRS Lessee SPE Requirements incorporated into such constitutive documents or take any other action in connection with the TRS Lessee SPE Requirements 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...
