SPV Limitations Clause Samples

SPV Limitations. Each Loan Party shall at all times: (a) maintain at least one independent director or manager (other than for 10 Business Days following notice of the death or resignation of any independent director or manager) and provide that such Loan Party shall not be permitted to voluntarily participate in any proceeding that would be subject to any of Section 10.1(k) or Section 10.1(l) without the consent of the independent director or manager (as the case may be); (b) not hold any assets other than (x) the Eligible Receivables and personal property necessary or incidental to its ownership of the Eligible Receivables, including receivables, cash and cash equivalents and (y) Equity Interests in any subsidiary permitted hereunder; (c) not have any material liabilities other than (i) liabilities and obligations under the Loan Documents and liabilities reasonably incurred in connection with its maintenance of its existence and (ii) tax, assessment, charge, levy or other governmental liabilities arising in the ordinary course of business; (d) not commingle its assets with assets of any other Person, other than amounts commingled in the Priority Corporate Account and the PPS Corporate Account that are held in trust on behalf of the Borrower and managed and applied in accordance with the Redirection Agreement and the Servicing Agreement; (e) file its own income tax returns, if any, as may be required under applicable law, to the extent not treated as a disregarded entity or a division or part, for tax purposes, of another taxpayer, and pay any material income taxes so required to be paid under applicable law solely from its own assets; (i) conduct its business and hold all of its assets solely in its own name (it being understood that the Servicer may conduct business for the Borrower in accordance with the Servicing Agreement and the other Loan Documents) and strictly comply with all organizational formalities necessary to maintain its separate existence (which formalities have been complied with since such Loan Party’s formation), (ii) hold itself out to the public as an entity separate from any other person and (iii) not identify itself as a division or department of any other Person; (g) maintain separate financial statements and ensure that the separate assets and liabilities of such Loan Party, on the one hand, are and will continue to be, kept separate and readily identifiable from the assets of its Affiliates on the other hand; provided that such Loan Party’s asse...