Common use of Entity Conversion Clause in Contracts

Entity Conversion. (A) Borrower shall not change its name, change its jurisdiction or organization, or cause or permit a conversion of Borrower from one type of entity into another type of entity if such conversion results in either: (i) a Transfer of a Controlling Interest; or (ii) a change in any assets, liabilities, legal rights or obligations of Borrower (or of Key Principal, Guarantor or any general partner, manager (if non-member managed) or managing member of Borrower, as applicable), by operation of law or otherwise. (B) Notwithstanding the foregoing, Borrower may convert from one type of legal entity into another type of legal entity for tax or other structuring purposes, provided: (i) the provisions of Section 11.02(b)(2) are satisfied; (ii) Borrower provides Lender with at least ten (10) days prior written notice of such conversion; (iii) Borrower provides Lender any certificates evidencing such conversion filed with the appropriate Secretary of State within ten (10) days after filing such certificates; (iv) Borrower provides Lender new certificates of good standing for such entity at least five (5) days prior to such conversion; (v) Lender reserves the right to file UCC-3 amendments where necessary reflecting the conversion; (vi) if required by Lender, Borrower executes an amendment to this Loan Agreement documenting the conversion; and (vii) Borrower shall provide Lender with confirmation from the title company (via electronic mail or letter) that nothing is needed in the land records (of the appropriate Property Jurisdiction) at such time to evidence such conversion, and no endorsements to the Title Policy are necessary to maintain Lender’s coverage; or if any endorsements are necessary, Borrower shall provide such endorsements at Borrower’s cost.

Entity Conversion. (Ai) Borrower shall not change its name, change its jurisdiction or of organization, or cause or permit a conversion of Borrower from one type of entity into another type of entity if such conversion results in either: (iA) a violation of the Transfer provisions; (B) a Change of a Controlling InterestControl; or (iiC) a change in any assets, liabilities, legal rights or obligations of Borrower (or of Key Principal, Guarantor or any general partner, manager (if non-member managed) or managing member of Borrower, as applicable), by operation of law or otherwise. (Bii) Notwithstanding the foregoing, Borrower may convert from one type of legal entity into another type of legal entity for tax or other structuring purposes, provided: (iA) the provisions of Section 11.02(b)(26.12 (Ownership) are satisfied; (iiB) such conversion does not result in a Change of Control; (C) such conversion does not result in a change in any assets, liabilities, legal rights or obligations of Borrower (or of Key Principal, Guarantor or any general partner, manager (if non-member managed) or managing member of Borrower, as applicable), by operation of law or otherwise; (D) Borrower provides Lender Xxxxxx Mae with at least ten thirty (1030) days prior written notice of such conversion; (iiiE) Borrower provides Lender the new Organizational Documents of Borrower which will be satisfactory to Xxxxxx Xxx in its reasonable discretion; (F) Borrower provides Xxxxxx Mae any certificates evidencing such conversion filed with the appropriate Secretary of State within ten (10) days after filing such certificates; (ivG) Borrower provides Lender Xxxxxx Xxx new certificates of good standing for such entity at least five (5) days prior to such conversion; (vH) Lender Xxxxxx Mae reserves the right to file UCC-3 amendments where necessary reflecting the conversion; (viI) if required by LenderXxxxxx Xxx, Borrower executes an amendment to this Loan Agreement documenting the conversion; and (viiJ) Borrower shall provide Lender Xxxxxx Mae with confirmation from the title company (via electronic mail or letter) that nothing is needed in the land records (of the appropriate Property Jurisdiction) at such time to evidence such conversion, and no endorsements to the Title Policy are necessary to maintain LenderXxxxxx Mae’s coverage; or if any endorsements are necessary, Borrower shall provide such endorsements at Borrower’s cost.