Common use of Special Purpose Entity Covenants Clause in Contracts

Special Purpose Entity Covenants. (a) Until the Debt has been in paid in full, Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company shall each remain a Special Purpose Entity. (b) None of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company shall have any Indebtedness other than (i) the Loan, (ii) the Mortgage Loan, (iii) Permitted Debt and (iv) such other liabilities that are permitted pursuant to the terms of the Loan Documents; provided, however, that this covenant shall not require any shareholder, partner or member of any of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company to make additional capital contributions to any such entity. (c) Each of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company, 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, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company 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. 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. (d) Borrower shall provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of Borrower, (ii) Borrower shall cause each of Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company to provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company, as applicable, and (iii) no Independent Director shall be removed other than for Cause.

Special Purpose Entity Covenants. (a) Until the Debt has been in paid in full, Borrower, Mezzanine A Borrower, Mortgage Operating Lessee and each other Loan Party hereby warrants and covenants that Borrower, Operating Lessee, Operating Lessee GP and North Beach Company each other Loan Party shall each remain be and shall continue to be a Special Purpose Entity. (b) None of Borrower, Mezzanine A Borrower, Mortgage Neither Borrower, Operating Lessee, Operating Lessee GP or North Beach Company nor any Loan Party shall have any Indebtedness other than than, as applicable, (i) the Loan, (ii) the Mortgage LoanPermitted Debt, (iii) Permitted Debt as may be required pursuant to the Ground Leases, and (iv) such other liabilities that are permitted pursuant to the terms of the Loan Documents; , provided, however, that however this covenant shall not require any shareholder, partner or partner, member of any of Borrower, Mezzanine A Borrower, Mortgage such Borrower, Operating Lessee, Operating Lessee GP or North Beach Company any other Loan Party to make additional capital contributions to any such entityBorrower, Operating Lessee or any other Loan Party. (c) Each of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company, 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, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company 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) Borrower 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, (ii) Borrower shall cause each of Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company to provide Lender with five (5) Business Days’ written notice prior to the removal or of an Independent Director of Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company, as applicableany other Loan Party, and (iiiii) no Independent Director shall be removed other than for Cause.

Special Purpose Entity Covenants. (a) Until the Debt has been in paid in full, Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company shall each remain a Special Purpose Entity. (b) None of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company shall have any Indebtedness other than (i) the Loan, (ii) the Mortgage Loan, (iii) Permitted Debt and (iv) such other liabilities that are permitted pursuant to the terms of the Loan Documents; provided, however, that this covenant shall not require any shareholder, partner or member of any of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company to make additional capital contributions to any such entity. (c) Each of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company, 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, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company 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. 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. (d) Borrower shall provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of Borrower, (ii) Borrower shall cause each of Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company to provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company, as applicable, and (iii) no Independent Director shall be removed other than for Cause.

Special Purpose Entity Covenants. (a) Until the Debt has been in paid in full, Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company shall each remain a Special Purpose Entity. (b) None of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company shall have any Indebtedness other than (i) the Loan, (ii) the Mortgage Loan, (iii) Permitted Debt and (iviii) such other liabilities that are permitted pursuant to the terms of the Loan Documents; provided, however, that this covenant shall not require any shareholder, partner or member of any of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company to make additional capital contributions to any such entity. (c) Each of Borrower, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company, 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, Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP or North Beach Company 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. 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. (d) Borrower shall provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of Borrower, (ii) Borrower shall cause each of Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company to provide Lender with five (5) Business Days’ written notice prior to the removal of an Independent Director of Mezzanine A Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee GP and North Beach Company, as applicable, and (iii) no Independent Director shall be removed other than for Cause.