Common use of Special Purpose Entity Covenants Clause in Contracts

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, (i) Borrower and each other Loan Party hereby warrants and covenants that Borrower and each other Loan Party shall remain be and shall continue to be a Special Purpose Entity, (ii) Borrower shall cause Mortgage Borrower, Operating Lessee and each other Mortgage Loan Party to be and to continue to be a Special Purpose Entity (as defined in the Mortgage Loan Agreement) and (iii) Borrower shall cause Mezzanine A Borrower and each other Mezzanine A Loan Party to be and continue to be a Special Purpose Entity (as defined in the Mezzanine A Loan Agreement). (b) Neither Borrower nor any Loan Party shall not have any Indebtedness other than than, as set forth in clause applicable, (xx)(Ai) of the definition of “Special Purpose Entity”. Principal shall not have any Indebtedness Loan, (ii) Permitted Debt, and (iii) such 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 liabilities that are permitted pursuant to the Loan Documents, provided, however this covenant shall not require any shareholder, partner, member of any such Borrower or any other Loan Party to make additional capital contributions to any Borrower or any other Loan Party. (dc) Each Borrower 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 Affiliate of a entity other than Borrower 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 Loan Party Borrower 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. (ed) Each Borrower and each other Loan Party covenants and agrees that (i) Borrower and each other Loan Party shall provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of such Borrower or of any other Loan Party Party, and (ii) no Independent Director shall be removed other than for Cause or Cause. (e) Borrower shall not engage in any business other than (1) acquiring, owning, holding, financing, operating and managing the Collateral, (2) entering into financings and refinancing of the Collateral, as a result of such Independent Director’s non collusive resignationpermitted by this Agreement and (3) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing.

Special Purpose Entity Covenants. (a) Until the Debt has been paid in full, Borrower and each other Loan Party hereby warrants and covenants that Borrower and each other Loan Party shall remain be and shall continue to be a Special Purpose EntityEntity and Borrower shall cause Mortgage Borrower, Operating Lessee and each other Mortgage Loan Party to be and to continue to be a Special Purpose Entity (as defined in the Mortgage Loan Agreement). (b) Neither Borrower nor any Loan Party shall not have any Indebtedness other than than, as set forth in clause applicable, (xx)(Ai) of the definition of “Special Purpose Entity”. Principal shall not have any Indebtedness Loan, (ii) Permitted Debt, and (iii) such 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 liabilities that are permitted pursuant to the Loan Documents, provided, however this covenant shall not require any shareholder, partner, member of any such Borrower or any other Loan Party to make additional capital contributions to any Borrower or any other Loan Party. (dc) Each Borrower 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 Affiliate of a entity other than Borrower 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 Loan Party Borrower 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. (ed) Each Borrower and each other Loan Party covenants and agrees that (i) Borrower and each other Loan Party shall provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of such Borrower or of any other Loan Party Party, and (ii) no Independent Director shall be removed other than for Cause or Cause. (e) Borrower shall not engage in any business other than (1) acquiring, owning, holding, financing, operating and managing the Collateral, (2) entering into financings and refinancing of the Collateral, as a result of such Independent Director’s non collusive resignationpermitted by this Agreement and (3) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing.