Special Purpose Entity Covenants Sample Clauses

Special Purpose Entity Covenants. The failure of Borrower to comply with the provisions of Section 22.

Special Purpose Entity Covenants. (a) Until the Debt has been paid in full, each Loan Party shall remain a Special Purpose Entity. (b) Borrower shall not have any Indebtedness other than as set forth in clause (xx)(A) of the definition of “Special Purpose Entity”. Principal shall not have any Indebtedness other than as set forth in clause (xx)(B) of the definition of “Special Purpose Entity”. (c) Other than with respect to another Loan Party, each Loan Party shall not assume or guarantee or become obligated for the debts of any other Person, shall not hold out its credit as being available to satisfy the obligations of any other Person and shall not pledge its assets for the benefit of any other Person, in each case except as expressly permitted pursuant to the Loan Documents. (d) Each Loan Party will comply with all of the stated facts and assumptions made with respect to it in any Insolvency Opinion or any Additional Insolvency Opinion. Each Affiliate of a Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Each Loan Party covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (e) Each Loan Party shall provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of such Loan Party and no Independent Director shall be removed other than for Cause or as a result of such Independent Director’s non collusive resignation.

Special Purpose Entity Covenants. (a) Until the Debt has been paid in full, Borrower, Operating Lessee and each other Loan Party hereby warrants and covenants that Borrower, Operating Lessee and each other Loan Party shall be and shall continue to be a Special Purpose Entity. (b) Neither Borrower, Operating Lessee nor any Loan Party shall have any Indebtedness other than, as applicable, (i) the Loan, (ii) Permitted Debt, (iii) as may be required pursuant to the Ground Leases, and (iv) such other liabilities that are permitted pursuant to the Loan Documents, provided, however this covenant shall not require any shareholder, partner, member of any such Borrower, Operating Lessee or any other Loan Party to make additional capital contributions to any Borrower, Operating Lessee or any other Loan Party. (c) Borrower, Operating Lessee and each other Loan Party will comply with all of the stated facts and assumptions made with respect to it in any Insolvency Opinion or any Additional Insolvency Opinion. Each entity other than Borrower, Operating Lessee or any Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Each of Borrower and Operating Lessee covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. (d) Each of Borrower, Operating Lessee and each other Loan Party covenants and agrees that (i) Borrower, Operating Lessee and each other Loan Party shall provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of Borrower, Operating Lessee or of any other Loan Party, and (ii) no Independent Director shall be removed other than for Cause.

Special Purpose Entity Covenants. Borrower represents to Lender and agrees that Borrower shall be and must remain during the term of the Loan a “single purpose entity” as follows:

Special Purpose Entity Covenants. (a) Borrower shall not engage in any business other than acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into and performing its obligations under the Loan Documents with Lender, refinancing the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing. Operating Lessee shall not engage in any business other than leasing the Leased Property pursuant to the Operating Lease, owning personal property related thereto, managing and operating the Leased Property or engaging an “eligible independent contractor” to manage and operate the Leased Property, entering into and performing its obligations under the Loan Documents with Lender and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing. Principal shall not engage in any business other than acting as a general partner of the limited partnership that owns the Property or as member of the limited liability company that owns the Property and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing. (b) Neither Borrower nor Operating Lessee shall have any Indebtedness other than (I) in the case of Borrower, the Loan, (II) Permitted Debt, (III) as may be required pursuant to the Ground Lease and (IV) such other liabilities that it is expressly permitted to incur pursuant to this Agreement or as otherwise imposed by law, no Principal shall have any Indebtedness. (c) except (i) pursuant to the Operating Lease or the Owner Agreement and (ii) Intercompany Loans, none of Borrower, Operating Lessee or Principal shall assume or guarantee or become obligated for the debts of any other Person, shall not hold out its credit as being available to satisfy the obligations of any other Person and shall not pledge its assets to secure the obligations of any other Person, in each case except as permitted pursuant to this Agreement with respect to Borrower and Operating Lessee with respect to each other or as required by applicable law with respect to liabilities of the limited partnership of which Principal is a general partner. (d) Until the Debt has been paid or defeased in full, each of Borrower, Operating Lessee and Principal shall remain a Special Purpose Entity. (e) Each of Borrower, Operating Lessee and Principal will comply with all of the stated ...

Special Purpose Entity Covenants. Notwithstanding any provision hereof or of any other document governing the formation, management or operation of the Company to the contrary, the following shall govern: For so long as any mortgage lien exists on 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 conduct its affairs in accordance with the following provisions: (i) maintain its own separate books and records and bank accounts; (ii) at all times hold itself out to the public and all other Persons as a legal entity separate from any Member and any other Person; (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) not commingle its assets with assets of any other Person; (v) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its affiliates and each Member; (ix) pay the salaries of its own employees, if any; (x) not hold out its credit or assets as being available to satisfy the obligations of others; (xi) allocate fairly and reasonably any overhead for shared office space; (xii) use separate stationery, invoices and checks; (xiii) not pledge its assets for the benefit of any other Person; (xiv) correct any known misunderstanding regarding its separate identity; (xv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xvi) observe all Delaware limited liability company formalities; (xvii) not acquire any securities of any Member; (xviii) cause the agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; (xix) guarantee any obligation of any Person, including any affiliate; (xx) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 2.3, or this Section 12; (xxi) incur, create or assume any indebtedness; (xxii) make or permit to remain outstanding any loan or...

Special Purpose Entity Covenants. (a) No Individual Borrower shall engage in any business other than acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the applicable Individual Property, entering into and performing its obligations under the Loan Documents with Lender, refinancing the applicable Individual Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the

Special Purpose Entity Covenants. (a) Borrower shall comply (and shall ensure that each of its members, managers and officers comply) at all times with Sections 1.6, 2.4, 2.7, 8.6 of its limited liability company agreement. (b) B▇▇▇▇▇▇▇ shall have at all times an independent manager meeting the criteria to be an Independent Manager appointed as a manager of Borrower. Borrower shall not remove any Independent Manager except for “Cause” as defined in the Borrower’s limited liability company agreement. (c) Borrower shall not take any action (and shall ensure that each of its members, managers and officers shall not take any action) set forth in Section 2.4(b) of the Borrower’s limited liability company agreement unless an Independent Manager is appointed as a manager of the Borrower at such time and such Independent Manager has approved such action.

Special Purpose Entity Covenants a) The single purpose entity covenants contained in this Section (“SPE Covenants”) are hereby incorporated into and made a part of this Agreement. These SPE Covenants shall be effective for so long as the Loan from (lender) is outstanding and shall be controlling over any conflicting provision of this Agreement. Capitalized terms not defined herein shall have the meanings ascribed to them in loan documents.