SPE Covenants definition

SPE Covenants has the meaning set forth in the Mortgage.
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SPE Covenants has the meaning set forth in Section 5.22 hereof.
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SPE Covenants as to any Person shall mean that: LEGALLY SEPARATE. Such Person shall remain a legally separate entity, independent of any other entity. Without limiting the generality of the foregoing, such Person shall take such actions as shall be reasonably required in order that: SHARED EXPENSES. Such Person shall not incur any material indirect or overhead expenses for items shared between such Person and any other entity, other than shared items of expenses such as incidental office space, legal, auditing and other professional services, all of which shall be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Borrower shall pay all expenses owing by Borrower relating to the preparation, negotiation, execution and delivery of the Loan Documents (and any amendments, modifications or supplements thereto), including legal, commitment, agency and other fees;
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Examples of SPE Covenants in a sentence

  • Borrower is Single-Purpose Entity that complies with the SPE Covenants.

  • If you or your dependents are eligible for any other group coverage, including employer or retirement coverage, that person will not be eligible for an OP&F health care stipend.

  • Such covenants (known as SPE Covenants) are generally used in structured finance transactions to satisfy requirements of institutional lenders and recognised statistical rating organisations.

  • The Guarantee Deed will contain provisions that require the Guarantor to conduct itself in accordance with certain SPE Covenants, which may include some or all of the foregoing.

  • However, there can be no assurance that the Guarantor will in fact comply with such SPE Covenants.

  • These SPE Covenants shall be effective for so long as the Fxxxxxx Mac Loan from KeyCorp Real Estate Capital Markets, Inc.

  • Borrower shall comply with all of the material SPE Covenants and shall at all times continue to be a Single-Purpose Entity.

  • 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.

  • Borrower shall not permit Non-Mortgage Borrower to cease to be a Single-Purpose Entity (as defined in the Mortgage Loan Agreement) and shall at all times comply with the SPE Covenants.

  • Borrower has at all times been a Single-Purpose Entity and has at all times acted in a manner which complies with the SPE Covenants since the date of its formation.


More Definitions of SPE Covenants

SPE Covenants means that, so long as any of the Debt is outstanding, Borrower has not and will not, without the prior written consent of Lender, (a) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or otherwise amend its organizational documentation in any manner that would adversely affect Borrower’s status as a Single-Purpose Entity; (b) engage in any business or activity other than the development, construction, ownership, leasing, operation and disposition of the Property and activities incidental thereto; (c) acquire or own any material asset other than the Property or the Personal Property; (d) merge into or consolidate with any Person, enter into any Division Transaction or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or materially all of its assets or change its legal form; (e) own any subsidiary or make any investment in or acquire the obligations or securities of any other Person; (f) commingle its assets with the assets of any of its partners, members, shareholders, other Affiliates, or of any other Person; (g) allow any Person to pay Borrower’s debts and liabilities or fail to pay Borrower’s debts and liabilities solely from its own assets (which may include additional capital contributions from its members); (h) enter into any contract or agreement with any shareholder, partner, member, principal or other Affiliate of Borrower or Guarantor, or any shareholder, partner, member, principal or Affiliate thereof, except as shall be on terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any shareholder, partner, member, principal or affiliate of Borrower or Guarantor or any shareholder, partner, member, principal or Affiliate thereof; (i) seek dissolution or winding up, in whole or in part; (j) fail to correct any known misunderstandings regarding the separate identity of Borrower; (k) hold itself out to be responsible or pledge its assets or credit worthiness for the debts of another Person or allow any Person to hold itself out to be responsible or pledge its assets or credit worthiness for the debts of Borrower, as the case may be (except pursuant to the Loan Documents); (l) make any material loans or advances to any third party, including any shareholder, partner, member, principal or other...
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SPE Covenants. Exhibit C “UCC” The Pledge Agreement
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Related to SPE Covenants

  • Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Covenants means the covenants set forth in Section 4 of this Agreement.

  • Maintenance Covenant A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, that exists regardless of whether or not such borrower has taken any specified action and includes a covenant that applies only when the related loan is funded.

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Transfer fee covenant means a declaration or covenant purporting to affect real property which requires or purports to require the payment of a transfer fee to the declarant or other person specified in the covenant or declaration, or to their successors or assigns, upon a subsequent transfer of an interest in the real property.

  • Financial Covenants means the covenants set forth in Section 6.2.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Financial Performance Covenants means the covenants of the Borrower set forth in Section 10.11.

  • Incurrence Covenant means a covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) only upon the occurrence of certain actions of the borrower, including a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture.

  • Financial Covenant has the meaning specified in Section 7.08.

  • Restrictive Covenants means the restrictive covenants contained in Section 13(c) hereof.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Covenant Compliance Event means, at any time, Availability is less than the greater of (i) ten percent (10%) of the Loan Cap and (ii) $15,000,000. The termination of a Covenant Compliance Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise.

  • Environmental covenant means a servitude arising under an environmental response project that imposes activity and use limitations.

  • Financial Covenant Default has the meaning assigned to such term in Section 8.01(6).

  • Covenant Relief Period means the period commencing on the Amendment No. 1 Effective Date and ending on and including December 31, 2022.

  • Financial Covenant Event of Default has the meaning specified in Section 8.01(b).

  • Covenant means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  • Previously Absent Financial Maintenance Covenant means, at any time, any financial maintenance covenant that is not included in the Loan Documents at such time.

  • Additional Covenant means any covenant in respect of the financial condition or financial position of the Company, including, but not limited to, covenants that specify or require the maintenance of certain financial ratios applicable to the Company, and the default provision related thereto (regardless of whether such provision is labeled or otherwise characterized as a covenant or a default).

  • Covenant Compliance Worksheet means a fully completed worksheet in the form of Attachment A to Exhibit C.

  • Financial Performance Covenant means the covenant set forth in Section 6.11.

  • Restrictive Covenant Violation means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

  • Financial Covenant Debt of any Person means Indebtedness of the type specified in clauses (a), (b), (d), (e), (f) and (h) of the definition of “Indebtedness,” non-contingent obligations of the type specified in clause (c) of such definition and Guaranty Obligations of any of the foregoing.

  • Discharge of Obligations subject to Section 10.8, the satisfaction of the Obligations (including all such Obligations relating to Cash Management Services) by the payment in full, in cash (or, as applicable, Cash Collateralization in accordance with the terms hereof) of the principal of and interest on or other liabilities relating to each Loan and any previously provided Cash Management Services, all fees and all other expenses or amounts payable under any Loan Document (other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been made), and other Obligations under or in respect of Specified Swap Agreements and Cash Management Services, to the extent (a) no default or termination event shall have occurred and be continuing thereunder, (b) any such Obligations in respect of Specified Swap Agreements have, if required by any applicable Qualified Counterparties, been Cash Collateralized, (c) no Letter of Credit shall be outstanding (or, as applicable, each outstanding and undrawn Letter of Credit has been Cash Collateralized in accordance with the terms hereof), (d) no Obligations in respect of any Cash Management Services are outstanding (or, as applicable, all such outstanding Obligations in respect of Cash Management Services have been Cash Collateralized in accordance with the terms hereof), and (e) the aggregate Commitments of the Lenders are terminated.