ARTICLE # AFFIRMATIVE COVENANTS
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Entity Status; Dissolution. shall maintain its valid legal existence and (if is not organized in the State in which the Land is located) its qualification to do business in such jurisdiction. Furthermore, without limiting the provisions of [Article V] of this Agreement, shall not # engage in any division, dissolution, liquidation or consolidation or merger with or into any other business entity, # engage in any business activity not related to the ownership and operation of the Property, # transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the properties or assets of except to the extent permitted by the Loan Documents, # modify, amend, waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or # cause or permit the SPE Party to # divide into two (2) or more separate entities, dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which the SPE Party would be divided, dissolved, wound up or liquidated in whole or in part, or # amend, modify, waive or terminate the certificate of incorporation or bylaws of the SPE Party, in each case, without obtaining the prior consent of .
Special Purpose Entity. The Borrower is in compliance with [Section 6.02(q)].
Special Purpose Entity. The Borrower will not (nor has it taken any such action in the past):
Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
Seller Entity Facilities. [Schedule 4.9] sets forth a true, correct and complete list of all Owned Facilities and all Leased Facilities, in each case, as of the Effective Date.
Transfers to a Related Entity. In the event you transfer to an Affiliate as a result of actions by the Company, any reference to “Company” in this Annex A will be deemed to refer to such Affiliate in addition to the Company.
the Easements;
INTERLOK Intellectual Property. [Schedule 4.17] of the INTERLOK Disclosure Schedule sets forth a complete and correct list and summary description of all intellectual property, including computer software, trademarks, trade names, service marks, service names, brand names, copyrights and patents, registrations thereof and applications therefore, applicable to or used in the business of INTERLOK, together with a complete list of all licenses granted by or to INTERLOK with respect to any of the above. Except as otherwise set forth in the INTERLOK Disclosure Schedule all such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by INTERLOK, free and clear of all liens, claims, security interests and encumbrances of any nature whatsoever. INTERLOK is not currently in receipt of any notice of any violation or infringements of, and is not knowingly violating or infringing, the rights of others in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intangible asset. INTERLOK has not # licensed any of the material proprietary assets to any person or entity on an exclusive basis, or # entered into any covenant not to compete or agreement limiting its ability to exploit fully any proprietary asset or to transact business in any market or geographical area or with any person or entity.
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