Special Purpose Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (1) nothing herein shall constitute a commitment by any SPV to make any Loan and (2) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV.
Special Purpose Vehicles. The Investment Manager is hereby authorized to cause the Company to make Company Investments, directly or indirectly through one or more subsidiaries or special purposes vehicles.
Special Purpose Vehicles. SUBPARAGRAPH (h) is added to SECTION 9.04, which shall read as follows:
Special Purpose Vehicles. In relation to Investments which are owned or held, either directly or indirectly, by a Special Purpose Vehicle, notwithstanding anything contained in this Deed:
15.5.1 each of the Base Fee, the Performance Fee, the Acquisition Fee and the Divestment Fee shall be calculated on the same basis as if the Investments, or the pro-rated share of the Investments in the case where the interest of the Trust in the Special Purpose Vehicle is partial, had been held directly by the Trustee;
15.5.2 each of the Base Fee, the Performance Fee, the Acquisition Fee and the Divestment Fee together with all applicable GST and all other applicable sales tax, governmental impositions, duties and levies whatsoever imposed on such fees by the relevant authorities in Singapore or elsewhere may be paid, at the Manager’s election, by the Trustee, the Special Purpose Vehicle or a combination of both;
15.5.3 for each of the Base Fee, the Performance Fee, the Acquisition Fee and the Divestment Fee, if the Manager elects to receive any of such payment either wholly or partially from the Special Purpose Vehicle, the Manager shall under no circumstances be entitled to receive payment of an amount greater than what the Manager would have been entitled to if it had elected to receive payment from the Trustee or where the relevant Investments had been held directly by the Trustee;
15.5.4 where the interest of the Trust in the Special Purpose Vehicle is partial, the payment of the Base Fee, the Performance Fee, the Acquisition Fee and the Divestment Fee shall be pro-rated, if applicable, to the proportion of the Trust’s interest in the Special Purpose Vehicle (except for the Initial Properties, where the payment of the Base Fee, the Performance Fee and the Divestment Fee shall not be pro-rated); and
15.5.5 in the event that payment of the Base Fee, the Performance Fee, the Acquisition Fee or the Divestment Fee to the Manager by the Special Purpose Vehicle is to be made in the form of Units, the payment of such Units may be satisfied by the issuance of Units in accordance with the provisions of this Clause 15 to be applied mutatis mutandis.
Special Purpose Vehicles. The term Special Purpose Vehicles, as mentioned above, is defined as a legal entity or company that is especially incorporated:
(i) for acquiring receivables which will be subject to a security right as security for the obligations under the offering or future offering of securities;
(ii) for the purpose of conducting transactions to invest in sub participations or instruments for the transfer of credit risks which can be settled by the transfer of the receivables to it, and the rights of the Special Purpose Vehicle under the sub participations or from the instruments, are subject to a security right, as security for the obligations under the offered or future offering of securities; or
(iii) to grant credits for the sole benefit of one or more professional market party or parties as mentioned in 1, section a or b above. This Affiliate Authorization (the “Affiliate Authorization”) is dated as of the Effective Date set forth below and is entered into by and between the Secured Affiliate (as defined below) and the Administrative Agent (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Affiliate: For an agreed consideration, the Secured Affiliate hereby (i) authorizes the Administrative Agent to execute and deliver, on behalf of and in the name of such Secured Affiliate, all and any Credit Documents (including without limitation Security Documents) and related documentation, (ii) authorizes the Administrative Agent to appoint any further agents or attorneys to execute and deliver, or otherwise to act, on behalf of and in the name of the Administrative Agent for any such purpose, (iii) authorizes the Administrative Agent to do any and all acts and to make and receive all declarations which are deemed necessary or appropriate to the Administrative Agent and (iv) authorizes the Administrative Agent to agree to and accept the parallel debt provisions in the Credit Agreement and any other Loan Document. The Secured Affiliate hereby relieves the Administrative Agent from the self-dealing restrictions imposed by Section 181 of the German Civil Code and the Administrative Agent may also relieve agents and attorneys appointed pursuant to the powers granted under this Affiliate Authorization from the restrictions imposed...
Special Purpose Vehicles. The term Special Purpose Vehicles, as mentioned above, is defined as a legal entity or company that is especially incorporated:
Special Purpose Vehicles. Costs associated with the operation of special purpose vehicles to assist with the operation and maintenance of the storage facilities, rights-of-ways and fluid disposal.
Special Purpose Vehicles. If the General Partner determines in good faith that for legal, tax, regulatory or similar technical reasons the Partnership should participate in a potential Investment or Investments through an alternative investment structure or structures (including through corporations or other similar entities (including a REIT), a non-United States limited partnership (or other similar vehicle) as well as the use of Blocker Entities, subsidiary corporations or other entities), the General Partner may structure the making of all or any portion of such Investment through one or more partnerships or other vehicles which, taken together, shall constitute a “Special Purpose Vehicle.” The General Partner shall have all necessary authority to implement any such Special Purpose Vehicle. The General Partner or an Affiliate thereof shall serve as the general partner, manager, trustee (or a position of similar responsibility and control) with respect to any such Special Purpose Vehicle. The General Partner may structure a Special Purpose Vehicle to hold more than one Investment and admit a separate Blocker Entity or the Other Fund (or subsidiary thereof) as a limited partner or other similar member thereof corresponding to each underlying Investment. The General Partner shall, at a Limited Partner’s written request, make available to such Limited Partner the organizational documents of any Special Purpose Vehicle, subject to appropriate redaction or other safeguards to avoid disclosure of information which the General Partner determines would compromise the confidentiality requirements of the applicable transaction.
Special Purpose Vehicles. The Borrower shall form one or more special purpose Subsidiaries (the ASPVs") for the purpose of holding and making Acquisitions of Tower Assets permitted under Section 8.5 hereof, and with respect to all such Acquisitions completed on and after March ___, 2000, the Borrower shall, and shall cause each of its Subsidiaries to, contribute all Towers and Tower Assets acquired by the Borrower or such Subsidiary to an SPV. The Borrower shall comply with Section 6.16 hereof in respect of each SPV. Notwithstanding anything to the contrary contained in this Agreement, the following provisions shall apply with respect to SPVs:
(a) any SPV may transfer Tower Assets to Tower Sub to the extent that such Tower Assets shall constitute Future Nextel Towers; (b) none of the SPVs may make Investments otherwise permitted to be made by Subsidiaries of the Borrower pursuant to Section 8.2 or 8.5(v) hereof; (c) none of the SPVs may liquidate or dissolve itself (or suffer any liquidation or dissolution), or enter into any merger, consolidation or other business combination (except with another SPV), otherwise permitted to be made by Subsidiaries of the Borrower pursuant to Section 5 6
Special Purpose Vehicles. You are a special purpose vehicle (“SPV”) if you have formed (or will form) a new legal entity for the purpose of bidding for this contract, with the intention that this organisation will be awarded the contract. The member organisations of the special purpose vehicle will be jointly and severally liable to Council for the delivery of the requirements of the contract, regardless of (i) the value of their contributions in respect of the contract sum, time, volume, quality or any other considerations, or (ii) the future organisational or legal standing of the special purpose vehicle. You must inform the Council of any withdrawal of members of the SPV during or subsequent to the ITT so that the implications of such a withdrawal may be assessed. You may also intend to use sub-contractors that are not part of your SPV. You do not need to identify these in your ITT submission, unless: you will be relying on them to deliver any of the essential requirements of the contract, as set out in the specification, which you would be unable to fulfil with your SPV’s own resources, or: where you are relying on the skills or capabilities of the sub-contractor in your response to any of the technical questions in this ITT.
