Maintenance of Recourse Debt. The Partnership shall maintain unsecured liabilities as to which the creditor has recourse to the General Partner, including any such unsecured recourse liabilities (as to which the creditor has recourse to the General Partner in its capacity as General Partner) of any other entity that is allocable to the Partnership, in an aggregate amount not less than the amount necessary such that: (a) prior to the distribution by WRAM and WRH of WRP Units issued to them pursuant to the Contribution Agreement, the amount of Partnership recourse liabilities allocated to each of WRAM and WRH shall be not less than its DRO Amount; and (b) following the distribution by WRAM and WRH of WRP Units issued to them pursuant to the Contribution Agreement, the amount of Partnership recourse liabilities allocated directly or indirectly to all Scheduled Assignees and Second-Tier Partners shall be not less than the sum of their respective DRO Amounts and Partner Contribution Amounts. In making such determination, the Partnership shall take into account any and all allocations of Partnership recourse liabilities to other Partners by reason of any guarantees, indemnities, restoration obligations or other, similar arrangements with respect to any such Partners, and the liability by reason of any such Partner's status as a general partner of the Partnership.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Equity Office Properties Trust), Limited Partnership Agreement (Equity Office Properties Trust), Limited Partnership Agreement (Equity Office Properties Trust)
Maintenance of Recourse Debt. The Partnership shall maintain unsecured liabilities liability as to which the creditor has recourse to the General PartnerPartners, including any such unsecured recourse liabilities liability (as to which the creditor has recourse to the General Partner Partners in its capacity their capacities as General PartnerPartners) of any other entity that is allocable to the Partnership, in an aggregate amount not less than the amount necessary such that: that (a) prior to the distribution by WRAM and WRH of WRP OP Units issued to them pursuant to the Contribution Agreement, the amount of Partnership recourse liabilities allocated to each of WRAM and WRH shall be not less than its DRO Amount; Amount and (b) following the distribution by WRAM and WRH of WRP OP Units issued to them pursuant to the Contribution Agreement, the amount of Partnership recourse liabilities allocated directly or indirectly to all Scheduled Assignees and Second-Tier Partners shall be not less than the sum of their respective DRO Amounts and Partner Contribution Amounts. In making such determination, the Partnership shall take into account any and all allocations of Partnership recourse liabilities to other Partners by reason of any guaranteesguaranties, indemnities, restoration obligations or other, similar arrangements with respect to any such Partners, and the liability by reason of any such Partner's status as a general partner of the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Equity Office Properties Trust), Limited Partnership Agreement (Equity Office Properties Trust)