Common use of Limitation on Authority of Managing GP and Liquidation GP Clause in Contracts

Limitation on Authority of Managing GP and Liquidation GP. (1) Notwithstanding the general authority and powers granted to the Managing GP or the Liquidation GP hereunder, unless contemplated in or required to comply with any of the Transaction Documents to which the Guarantor is a party, the Managing GP and the Liquidation GP will not, without the consent of the Limited Partner, and while there are any Covered Bonds outstanding, the Bond Trustee (and in the case of Section 8.3(1)(i) below the Liquidation GP) and will not cause the Partnership to: (a) have an interest in any bank account, other than as set out in the Transaction Documents; (b) have any employees or premises or subsidiaries; (c) acquire any material assets (including Substitute Assets) other than pursuant to or in accordance with the terms of the Mortgage Sale Agreement, this Agreement and the other Transaction Documents to which it is a party; (d) transfer, sell, exchange, lend, part with or otherwise dispose of, or deal with, or grant any option or present or future right to acquire any of its assets or undertakings or any interest, estate, right, title or benefit therein or thereto or agree or attempt or purport to do so except pursuant to and in accordance with the terms of the Security Agreement or other Transaction Documents to which it is a party; (e) enter into any contracts, agreements or other undertakings other than the Transaction Documents; (f) incur any indebtedness in respect of borrowed money whatsoever or give any guarantee or indemnity in respect of any such indebtedness other than pursuant to the Transaction Documents; (g) create or permit to subsist any mortgage, security, pledge, lien, charge, hypothec or other security interest whatsoever (unless arising by operation of law), upon the whole or any part of its assets or its undertakings, present or future other than as created or permitted in the Security Agreement or the other Transaction Documents to which it is a party; (h) change the name or business of the Partnership or do any act in contravention of, or make any amendment to this Agreement, except in accordance with the terms of this Agreement; (i) do any act which makes it impossible to carry on the business of the Partnership, including dissolving, terminating, winding-up or otherwise discontinuing the Partnership; (j) compromise, compound or release any debt due to it; (k) commence, defend, consent to a judgment, settle or compromise any litigation or other claims relating to it or any of its assets; (l) permit a person to become a general or limited partner (except in accordance with the terms of this Agreement); or (m) consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person. (2) Notwithstanding the general authority and powers granted to the Managing GP and the Liquidation GP hereunder, all material transactions and agreements involving the Partnership (other than the Transaction Documents) must be approved by the Managing GP’s board of directors and following a Managing GP Default Event the Liquidation GP’s board of directors.

Limitation on Authority of Managing GP and Liquidation GP. (1) Notwithstanding the general authority and powers granted to the Managing GP or the Liquidation GP hereunder, unless contemplated in or required to comply with any of the Transaction Documents to which the Guarantor Partnership is a party, the Managing GP and the Liquidation GP will not, without the consent of the Limited Partner, and while there are any Covered Bonds outstanding, the Bond Trustee (and in the case of Section 8.3(1)(i) below the Liquidation GP) and will not cause the Partnership to: (a) have an interest in any bank account, other than as set out in the Transaction Documents; (b) have any employees or premises or subsidiaries; (c) acquire any material assets (including Substitute Substitution Assets) other than pursuant to or in accordance with the terms of the Mortgage Sale Agreement, this Agreement and the other Transaction Documents to which it is a party; (d) transfer, sell, exchange, lend, part with or otherwise dispose of, or deal with, or grant any option or present or future right to acquire any of its assets or undertakings or any interest, estate, right, title or benefit therein or thereto or agree or attempt or purport to do so except pursuant to and in accordance with the terms of the Security Agreement or other Transaction Documents to which it is a party; (e) enter into any contracts, agreements or other undertakings other than the Transaction Documents; (f) incur any indebtedness in respect of borrowed money whatsoever or give any guarantee or indemnity in respect of any such indebtedness other than pursuant to the Transaction Documents; (g) create or permit to subsist any mortgage, security, pledge, lien, charge, hypothec or other security interest whatsoever (unless arising by operation of law), upon the whole or any part of its assets or its undertakings, present or future other than as created or permitted in the Security Agreement or the other Transaction Documents to which it is a party; (h) change the name or business of the Partnership or do any act in contravention of, or make any amendment to this Agreement, except in accordance with the terms of this Agreement; (i) do any act which makes it impossible to carry on the business of the Partnership, including dissolving, terminating, winding-up or otherwise discontinuing the Partnership; (j) compromise, compound or release any debt due to it; (k) commence, defend, consent to a judgment, settle or compromise any litigation or other claims relating to it or any of its assets; (l) permit a person to become a general or limited partner (except in accordance with the terms of this Agreement); or (m) consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person. (2) Notwithstanding the general authority and powers granted to the Managing GP and the Liquidation GP hereunder, all material transactions and agreements involving the Partnership (other than the Transaction Documents) must be approved by the Managing GP’s board of directors and following a Managing GP Default Event the Liquidation GP’s board of directors.

Limitation on Authority of Managing GP and Liquidation GP. (1a) Notwithstanding the general authority and powers granted to the Managing GP or the Liquidation GP hereunder, unless contemplated in or required to comply with any of the Transaction Documents to which the Guarantor Partnership is a party, the Managing GP and the Liquidation GP will not, without the consent of the Limited Partner, and while there are any Covered Bonds outstanding, the Bond Trustee (and in the case of Section 8.3(1)(i8.3(a)(i) below the Liquidation GP) and will not cause the Partnership to: (ai) have an interest in any bank account, other than as set out in the Transaction Documents; (bii) have any employees or premises or subsidiaries; (ciii) acquire any material assets (including Substitute Assets) other than pursuant to or in accordance with the terms of the Mortgage Hypothecary Loan Sale Agreement, this Agreement and the other Transaction Documents to which it is a party; (div) transfer, sell, exchange, lend, part with or otherwise dispose of, or deal with, or grant any option or present or future right to acquire any of its assets or undertakings or any interest, estate, right, title or benefit therein or thereto or agree or attempt or purport to do so except pursuant to and in accordance with the terms of the Security Agreement or other Transaction Documents to which it is a party; (ev) enter into into, deliver and perform any contracts, agreements or other undertakings other than the Transaction Documents; (fvi) incur any indebtedness in respect of borrowed money whatsoever or give any guarantee or indemnity in respect of any such indebtedness other than pursuant to the Transaction Documents; (gvii) create or permit to subsist any mortgage, security, pledge, lien, charge, hypothec or other security interest whatsoever (unless arising by operation of law), upon the whole or any part of its assets or its undertakings, present or future other than as created or permitted in the Security Agreement or the other Transaction Documents to which it is a party; (hviii) change the name or business of the Partnership or do any act in contravention of, or make any amendment to this Agreement, except in accordance with the terms of this Agreement; (iix) do any act which makes it impossible to carry on the business of the Partnership, including dissolving, terminating, winding-up or otherwise discontinuing the Partnership; (jx) compromise, compound or release any debt due to it; (kxi) commence, defend, consent to a judgment, settle or compromise any litigation or other claims relating to it or any of its assets; (lxii) permit a person to become a general or limited partner (except in accordance with the terms of this Agreement); or (mxiii) consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person. (2b) Notwithstanding the general authority and powers granted to the Managing GP and the Liquidation GP hereunder, all material transactions and agreements involving the Partnership (other than the Transaction Documents) must be approved by the Managing GP’s board of directors and following a Managing GP Default Event the Liquidation GP’s board of directors.

Limitation on Authority of Managing GP and Liquidation GP. (1) Notwithstanding the general authority and powers granted to the Managing GP or the Liquidation GP hereunder, unless contemplated in or required to comply with any of the Transaction Documents to which the Guarantor is a party, the Managing GP and the Liquidation GP will not, without the consent of the Limited Partner, and while there are any Covered Bonds outstanding, the Bond Trustee (and in the case of Section 8.3(1)(i) below the Liquidation GP) ), and will not cause the Partnership to: (a) have an interest in any bank account, other than as set out in the Transaction Documents; (b) have any employees or premises or subsidiaries; (c) acquire any material assets (including Substitute Assets) other than pursuant to or in accordance with the terms of the Mortgage Sale Agreement, this Agreement and the other Transaction Documents to which it is a party; (d) transfer, sell, exchange, lend, part with or otherwise dispose of, or deal with, or grant any option or present or future right to acquire any of its assets or undertakings or any interest, estate, right, title or benefit therein or thereto or agree or attempt or purport to do so except pursuant to and in accordance with the terms of the Security Agreement or other Transaction Documents to which it is a party; (e) enter into any contracts, agreements or other undertakings other than the Transaction Documents; (f) incur any indebtedness in respect of borrowed money whatsoever or give any guarantee or indemnity in respect of any such indebtedness other than pursuant to the Transaction Documents; (g) create or permit to subsist any mortgage, security, pledge, lien, charge, hypothec or other security interest whatsoever (unless arising by operation of law), upon the whole or any part of its assets or its undertakings, present or future other than as created or permitted in the Security Agreement or the other Transaction Documents to which it is a party; (h) change the name or business of the Partnership or do any act in contravention of, or make any amendment to this Agreement, except in accordance with the terms of this Agreement; (i) do any act which makes it impossible to carry on the business of the Partnership, including dissolving, terminating, winding-up or otherwise discontinuing the Partnership; (j) compromise, compound or release any debt due to it; (k) commence, defend, consent to a judgment, settle or compromise any litigation or other claims relating to it or any of its assets; (l) permit a person to become a general or limited partner (except in accordance with the terms of this Agreement); or (m) consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person. (2) Notwithstanding the general authority and powers granted to the Managing GP and the Liquidation GP hereunder, , (3) all material transactions and agreements involving the Partnership (other than the Transaction Documents) must be approved by the Managing GP’s board of directors and following a Managing GP Default Event the Liquidation GP’s board of directors.

Limitation on Authority of Managing GP and Liquidation GP. (1) Notwithstanding the general authority and powers granted to the Managing GP or the Liquidation GP hereunder, unless contemplated in or required to comply with any of the Transaction Documents to which the Guarantor is a party, the Managing GP and the Liquidation GP will not, without the consent of the Limited Partner, and while there are any Covered Bonds outstanding, the Bond Trustee (and in the case of Section 8.3(1)(i) below the Liquidation GP) ), and will not cause the Partnership to: (a) have an interest in any bank account, other than as set out in the Transaction Documents; (b) have any employees or premises or subsidiaries; (c) acquire any material assets (including Substitute Assets) other than pursuant to or in accordance with the terms of the Mortgage Sale Agreement, this Agreement and the other Transaction Documents to which it is a party; (d) transfer, sell, exchange, lend, part with or otherwise dispose of, or deal with, or grant any option or present or future right to acquire any of its assets or undertakings or any interest, estate, right, title or benefit therein or thereto or agree or attempt or purport to do so except pursuant to and in accordance with the terms of the Security Agreement or other Transaction Documents to which it is a party; (e) enter into any contracts, agreements or other undertakings other than the Transaction Documents; (f) incur any indebtedness in respect of borrowed money whatsoever or give any guarantee or indemnity in respect of any such indebtedness other than pursuant to the Transaction Documents; (g) create or permit to subsist any mortgage, security, pledge, lien, charge, hypothec or other security interest whatsoever (unless arising by operation of law), upon the whole or any part of its assets or its undertakings, present or future other than as created or permitted in the Security Agreement or the other Transaction Documents to which it is a party; (h) change the name or business of the Partnership or do any act in contravention of, or make any amendment to this Agreement, except in accordance with the terms of this Agreement; (i) do any act which makes it impossible to carry on the business of the Partnership, including dissolving, terminating, winding-up or otherwise discontinuing the Partnership;; MT DOCS 14908732v9 (j) compromise, compound or release any debt due to it; (k) commence, defend, consent to a judgment, settle or compromise any litigation or other claims relating to it or any of its assets; (l) permit a person to become a general or limited partner (except in accordance with the terms of this Agreement); or (m) consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person. (2) Notwithstanding the general authority and powers granted to the Managing GP and the Liquidation GP hereunder, all material transactions and agreements involving the Partnership (other than the Transaction Documents) must be approved by the Managing GP’s board of directors and following a Managing GP Default Event the Liquidation GP’s board of directors.

Limitation on Authority of Managing GP and Liquidation GP. (1) Notwithstanding the general authority and powers granted to the Managing GP or the Liquidation GP hereunder, unless contemplated in or required to comply with any of the Transaction Documents to which the Guarantor is a party, the Managing GP and the Liquidation GP will not, without the consent of the Limited Partner, and while there are any Covered Bonds outstanding, the Bond Trustee (and in the case of Section 8.3(1)(i) below the Liquidation GP) and will not cause the Partnership to: (a) have an interest in any bank account, other than as set out in the Transaction Documents; (b) have any employees or premises or subsidiaries; (c) acquire any material assets (including Substitute Assets) other than pursuant to or in accordance with the terms of the Mortgage Sale Agreement, this Agreement and the other Transaction Documents to which it is a party; (d) transfer, sell, exchange, lend, part with or otherwise dispose of, or deal with, or grant any option or present or future right to acquire any of its assets or undertakings or any interest, estate, right, title or benefit therein or thereto or agree or attempt or purport to do so except pursuant to and in accordance with the terms of the Security Agreement or other Transaction Documents to which it is a party; (e) enter into any contracts, agreements or other undertakings other than the Transaction Documents; (f) incur any indebtedness in respect of borrowed money whatsoever or give any guarantee or indemnity in respect of any such indebtedness other than pursuant to the Transaction Documents; (g) create or permit to subsist any mortgage, security, pledge, lien, charge, hypothec or other security interest whatsoever (unless arising by operation of law), upon the whole or any part of its assets or its undertakings, present or future other than as created or permitted in the Security Agreement or the other Transaction Documents to which it is a party; (h) change the name or business of the Partnership or do any act in contravention of, or make any amendment to this Agreement, Agreement except in accordance with the terms of this Agreement; (i) do any act which makes it impossible to carry on the business of the Partnership, including dissolving, terminating, winding-up or otherwise discontinuing the Partnership; (j) compromise, compound or release any debt due to it; (k) commence, defend, consent to a judgment, settle or compromise any litigation or other claims relating to it or any of its assets; (l) permit a person to become a general or limited partner (except in accordance with the terms of this Agreement); or (m) consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person. (2) Notwithstanding the general authority and powers granted to the Managing GP and the Liquidation GP hereunder, all material transactions and agreements involving the Partnership (other than the Transaction Documents) must be approved by the Managing GP’s board of directors and following a Managing GP Default Event the Liquidation GP’s board of directors.

Limitation on Authority of Managing GP and Liquidation GP. (1) Notwithstanding the general authority and powers granted to the Managing GP or the Liquidation GP hereunder, unless contemplated in or required to comply with any of the Transaction Documents to which the Guarantor Partnership is a party, the Managing GP and the Liquidation GP will not, without the consent of the Limited Partner, and while there are any Covered Bonds outstanding, the Bond Trustee (and in the case of Section 8.3(1)(i) below the Liquidation GP) and will not cause the Partnership to: (a) have an interest in any bank account, other than as set out in the Transaction Documents; (b) have any employees or premises or subsidiaries; (c) acquire any material assets (including Substitute Assets) other than pursuant to or in accordance with the terms of the Mortgage Sale Agreement, this Agreement and the other Transaction Documents to which it is a party; (d) transfer, sell, exchange, lend, part with or otherwise dispose of, or deal with, or grant any option or present or future right to acquire any of its assets or undertakings or any interest, estate, right, title or benefit therein or thereto or agree or attempt or purport to do so except pursuant to and in accordance with the terms of the Security Agreement or other Transaction Documents to which it is a party; (e) enter into any contracts, agreements or other undertakings other than the Transaction Documents; (f) incur any indebtedness in respect of borrowed money whatsoever or give any guarantee or indemnity in respect of any such indebtedness other than pursuant to the Transaction Documents; (g) create or permit to subsist any mortgage, security, pledge, lien, charge, hypothec or other security interest whatsoever (unless arising by operation of law), upon the whole or any part of its assets or its undertakings, present or future other than as created or permitted in the Security Agreement or the other Transaction Documents to which it is a party; (h) change the name or business of the Partnership or do any act in contravention of, or make any amendment to this Agreement, except in accordance with the terms of this Agreement; (i) do any act which makes it impossible to carry on the business of the Partnership, including dissolving, terminating, winding-up or otherwise discontinuing the Partnership; (j) compromise, compound or release any debt due to it; (k) commence, defend, consent to a judgment, settle or compromise any litigation or other claims relating to it or any of its assets; (l) permit a person to become a general or limited partner (except in accordance with the terms of this Agreement); or (m) consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person. (2) Notwithstanding the general authority and powers granted to the Managing GP and the Liquidation GP hereunder, all material transactions and agreements involving the Partnership (other than the Transaction Documents) must be approved by the Managing GP’s board of directors and following a Managing GP Default Event the Liquidation GP’s board of directors.

Limitation on Authority of Managing GP and Liquidation GP. ‌ (1) Notwithstanding the general authority and powers granted to the Managing GP or the Liquidation GP hereunder, unless contemplated in or required to comply with any of the Transaction Documents to which the Guarantor is a party, the Managing GP and the Liquidation GP will not, without the consent of the Limited Partner, and while there are any Covered Bonds outstanding, the Bond Trustee (and in the case of Section 8.3(1)(i) below the Liquidation GP) ), and will not cause the Partnership to: (a) have an interest in any bank account, other than as set out in the Transaction Documents; (b) have any employees or premises or subsidiaries; (c) acquire any material assets (including Substitute Assets) other than pursuant to or in accordance with the terms of the Mortgage Sale Agreement, this Agreement and the other Transaction Documents to which it is a party; (d) transfer, sell, exchange, lend, part with or otherwise dispose of, or deal with, or grant any option or present or future right to acquire any of its assets or undertakings or any interest, estate, right, title or benefit therein or thereto or agree or attempt or purport to do so except pursuant to and in accordance with the terms of the Security Agreement or other Transaction Documents to which it is a party; (e) enter into any contracts, agreements or other undertakings other than the Transaction Documents; (f) incur any indebtedness in respect of borrowed money whatsoever or give any guarantee or indemnity in respect of any such indebtedness other than pursuant to the Transaction Documents; (g) create or permit to subsist any mortgage, security, pledge, lien, charge, hypothec or other security interest whatsoever (unless arising by operation of law), upon the whole or any part of its assets or its undertakings, present or future other than as created or permitted in the Security Agreement or the other Transaction Documents to which it is a party; (h) change the name or business of the Partnership or do any act in contravention of, or make any amendment to this Agreement, except in accordance with the terms of this Agreement; (i) do any act which makes it impossible to carry on the business of the Partnership, including dissolving, terminating, winding-up or otherwise discontinuing the Partnership;Partnership;‌ (j) compromise, compound or release any debt due to it; (k) commence, defend, consent to a judgment, settle or compromise any litigation or other claims relating to it or any of its assets; (l) permit a person to become a general or limited partner (except in accordance with the terms of this Agreement); or (m) consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any other person. (2) Notwithstanding the general authority and powers granted to the Managing GP and the Liquidation GP hereunder, all material transactions and agreements involving the Partnership (other than the Transaction Documents) must be approved by the Managing GP’s board of directors and following a Managing GP Default Event the Liquidation GP’s board of directors.