Special Purpose Entity Requirements Clause Samples
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Special Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such m...
Special Purpose Entity Requirements. The Servicer shall take such actions as are necessary to cause the Borrower to be in compliance with the special purpose entity requirements set forth in Sections 5.01(a) and (b) and 5.02(a) and (b).
Special Purpose Entity Requirements. Except as otherwise permitted by this Agreement, the Borrower shall not (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the Transaction Documents; (iii) incur, create or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Borrower may invest in those Loan Assets and other investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; (v) fail to pay its debts and liabilities from its assets when due; (vi) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Borrower’s business other than such activities as are expressly permitted pursuant to this Agreement; (vii) create, form or otherwise acquire any Subsidiaries; or (viii) release, sell, transfer, convey or assign any Loan Asset unless in accordance with the Transaction Documents.
Special Purpose Entity Requirements. Except as otherwise permitted by this Agreement, the Borrower shall not (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the Transaction Documents; (iii) incur, create or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Borrower may invest in those Loan Assets and other investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; (v) become insolvent or fail to pay its debts and liabilities from its assets when due; (vi) create, form or otherwise acquire any Subsidiaries or (vii) release, sell, transfer, convey or assign any Loan Asset unless in accordance with the Transaction Documents.
Special Purpose Entity Requirements. The Servicer shall take such actions as are necessary to cause the Borrower to be in compliance with the special purpose entity requirements set forth in Sections 5.01(a) and (b) and 5.02(a) and (b); provided that for the avoidance of doubt, the Servicer shall not be required to expend any of its own funds to cause the Borrower to be in compliance with subsection 5.02(a)(v) or subsection 5.01(b)(xvii) (it being understood that this proviso shall in no way affect the obligation of Servicer to manage the activities and liabilities of the Borrower such that the Borrower maintains compliance with either of the foregoing subsections).
Special Purpose Entity Requirements. Conduct at all times its business and operations in accordance with the Special Purpose Entity Requirements and the provisions of Section 1.07 of the Limited Liability Company Agreement, maintain at all times 100% ownership of all Equity Interests of the Company by Borrower Parent.
Special Purpose Entity Requirements. Conduct at any time its business or operations in contravention (in all material respects, or as so qualified, as applicable) of the Special Purpose Entity Requirements. Modify, amend or supplement its Organization Documents in any manner inconsistent with the Special Purpose Entity Requirements or otherwise materially adverse to the Lenders. Be party to any agreement (other than customary trade-related agreements or Collateral Asset Documents) under which it has any material obligation or liability (direct or contingent) without including customary “non-petition” provisions substantially similar to Section 10.20(b), other than with the consent of the Administrative Agent. Fail at any time to maintain at least one Special Member (as such term is defined in the Organization Documents).
Special Purpose Entity Requirements. Following any transfer described in Section 16.1(c) and continuing for so long as Tenant is not an Affiliated Person of Guarantor, Tenant shall comply with the following:
(a) Tenant will be a special purpose entity, either a corporation, a limited partnership, or a limited liability company whose purpose will be limited to leasing and operating the Leased Property and the other Collective Leased Properties.
(b) Tenant's organizational documents shall limit the ability to incur any Indebtedness except as permitted by Section 21.3.
(c) Tenant's organizational documents will provide that the favorable vote of an independent director shall be required for the following matters: (i) filing, or consenting to the filing of, a bankruptcy or insolvency petition or otherwise instituting insolvency proceedings; (ii) dissolution, liquidation, consolidation, merger or sale of all or substantially all of its controlling assets (unless such entity is merged or consolidated with, acquired by, or its assets are sold to, Guarantor or an Affiliated Person of Guarantor); (iii) engaging in any unrelated business activities; and (iv) amending its organizational documents in a way that would change any of the requirements provided herein.
(d) Tenant shall observe and maintain its business and affairs separate and independent of the business and affairs of any Affiliated Person of Tenant, including without limitation: (i) maintaining books and records separate from any Affiliated Person of Tenant;
Special Purpose Entity Requirements. The Borrower at all times shall comply in all material respects with the special purpose covenants set forth in Section 9(j) of its amended and restated limited liability company agreement as in effect on the Closing Date except to the extent that the failure to so comply will not adversely affect the separateness or bankruptcy remoteness of the Borrower and not have an adverse impact on the rights and remedies of the Secured Parties. Borrower shall at all times provide (and at all times Borrower’s organizational documents shall reflect) that the unanimous consent of all members (including the consent of the Independent Manager) is required for Borrower to (i) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or State law relating to bankruptcy or insolvency, (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for ▇▇▇▇▇▇▇▇, (v) make any assignment for the benefit of ▇▇▇▇▇▇▇▇’s creditors or (vi) admit in writing its inability to pay its debts generally as they become due.
Special Purpose Entity Requirements. All of the provisions of this Section 8.12 are individually and collectively referred to as the “SPE Requirements”.
(a) None of Borrower, Additional Pledgor or Mortgage Borrower has and, until repayment in full of the Indebtedness, shall:
(i) (A) in the case of Borrower, engage in any business or activity other than the ownership, holding, sale, transfer, exchange or management of the Collateral and being the sole member of Additional Pledgor, entering into this Agreement and the Loan Documents, and activities incidental thereto; (B) in the case of Additional Pledgor, engage in any business or activity other than the ownership of Mortgage Borrower and activities incidental thereto and entering into the applicable Pledge Agreement; and (C) in the case of Mortgage Borrower, engage in any business or activity other than the acquisition, ownership, operation, maintenance, demolition, alteration and development of and sale of condominium units in accordance with the terms of this Agreement with respect to the Mortgaged Property, and activities incidental thereto;
(ii) (A) in the case of Borrower, acquire or own any material asset other than the Collateral; (B) in the case of Additional Pledgor, acquire or own any material asset other than 100% of the direct equity interests in Mortgage Borrower; and (C) in the case of Mortgage Borrower, acquire or own any material asset other than the Mortgaged Property and such incidental personal property as may be necessary for the operation of the Mortgaged Property;
(iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case obtaining the prior written consent of Administrative Agent;
(iv) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned, terminate the provisions of its respective formation or entity management documents or amend such organizational documents in a manner which would result in a breach of any of the representations, warranties or covenants set forth in this Section 8.12 or that would otherwise adversely affect its special purpose entity status;
(v) own any subsidiary or make an...