Common use of NO TERMINATION OF PARTNERSHIP Clause in Contracts

NO TERMINATION OF PARTNERSHIP. The Bank agrees that in no event shall the exercise of the Bank's remedies as a secured creditor with a security interest in the Carlyle Interests, nor any subsequent transfer of the Carlyle Interests by the Bank or its successor or permitted assignee, result in the termination of the South Tower limited liability company under Section 708 of the Internal Revenue Code; provided, however, in determining whether a transfer of the Carlyle Interests would cause a Section 708 termination, the Bank shall be permitted to disregard any transfer of the MP interest, or any portion thereof, during the preceding 12 month period. However, should the Bank succeed to the Carlyle Interests, the Bank shall thereafter have no less rights than Carlyle would have under the Operating Agreement, none of which shall be impaired by the provisions of this Addendum, addressing the issues regarding the Bank's position as a secured creditor of Carlyle. Nothing contained herein relating to the transfer of the Carlyle Interests pursuant to the Bank's rights as a secured creditor shall abridge or limit any other or greater rights the Bank or any affiliate may have under the Operating Agreement should the Bank or any affiliate acquire the Carlyle Interests or any other interest of another member in South Tower.