Common use of Status of Borrower Clause in Contracts

Status of Borrower. Throughout the Term of Loan Agreement, the Borrower will maintain its existence as a limited liability limited partnership organized under the laws of the State and a Single Purpose Entity and will not wind up or otherwise dispose of all or substantially all of its assets, provided that subject to the sale restrictions in Section 5.2 hereof and the assignment and transfer conditions in Section 8.1 hereof, the Borrower may, sell or otherwise transfer to another Person all or substantially all of its assets in its entirety and thereafter wind up if the transferee Person assumes all of the obligations of the Borrower under the Related Loan Documents to which it is a party by written instrument delivered to the Issuer and the Trustee. Every such transferee shall be bound by all of the covenants and agreements of the Borrower herein with respect to any further sale or transfer. Upon any change in the identity of its general partner by way of substitution, sale or otherwise of the Borrower, the Trustee shall be promptly informed and, if requested, each and every general partner of the Borrower as newly constituted shall deliver to the Trustee for the benefit of the Issuer and Bondholders an instrument in form satisfactory to the Trustee affirming the joint and several liability of all then existing general partners for the obligations of the Borrower hereunder for which the general partners are liable (subject in all instances, to Section 9.13 hereof). The Issuer and Xxxxxxxx agree that, upon any change in the status of the Borrower, including a change in the identity of its general partner, so long as the requirements, restrictions and conditions of Sections 5.2 and 8.1 hereof and the Regulatory Agreement with respect to such change have been satisfied as provided therein, the general partner involved shall be discharged from liability hereunder. The Trustee by execution of the Indenture shall be deemed to have agreed to execute such documents as may be necessary or desirable to indicate such discharge upon receipt of evidence satisfactory to said parties that the requirements for this Section, Sections 5.2 and 8.1 hereof, and the Regulatory Agreement have been satisfied, and provided that no Event of Default under this Loan Agreement shall have happened and be continuing on the date of the discharge. The Borrower shall not effect such transfer or change if the result thereof would be to violate any sale restrictions set forth in Section 5.2 hereof, or to subject the interest payable on the Subordinate Bonds (in the hands of any Person who is not a Substantial User of the Project or a Related Person) to federal income taxes under Section 103 of the Code. Notwithstanding anything to the contrary contained herein or in any other loan document (1) the assignment of administrative limited partner, class B limited partner, or investor limited partner interests in the Borrower, or (2) the removal of the general partner pursuant to the terms of the limited partnership agreement of the Borrower, shall not be deemed an Event of Default hereunder or under any other loan document and shall not require the consent of the Issuer or the Trustee.

Status of Borrower. Throughout the Term of Loan Agreement, the Borrower will maintain its existence as a limited liability limited partnership organized under the laws of the State of Texas and a Single Purpose Entity and will not wind up or otherwise dispose of all or substantially all of its assets, provided that subject to the sale restrictions in Section 5.2 hereof and the assignment and transfer conditions in Section 8.1 hereof, the Borrower may, may sell or otherwise transfer to another Person all or substantially all of its assets in its entirety and thereafter wind up if the transferee Person assumes all of the obligations of the Borrower under the Related Subordinate Loan Documents to which it is a party by written instrument delivered to the Issuer and the Trustee. Every such transferee shall be bound by all of the covenants and agreements of the Borrower herein with respect to any further sale or transfer. Upon any change in the identity of its general partner by way of substitution, sale or otherwise of the Borrower, the Trustee shall be promptly informed and, if requested, each and every general partner of the Borrower as newly constituted shall deliver to the Trustee for the benefit of the Issuer and Bondholders an instrument in form satisfactory to the Trustee affirming the joint and several liability of all then existing general partners for the obligations of the Borrower hereunder for which the general partners are liable (subject in all instances, to Section 9.13 hereof). The Issuer and Xxxxxxxx agree that, upon any change in the status of the Borrower, including a change in the identity of its general partner, so long as the requirements, restrictions and conditions of Sections 5.2 and 8.1 hereof and the Regulatory Agreement with respect to such change have been satisfied as provided therein, the general partner involved shall be discharged from liability hereunder. The Trustee by execution of the Subordinate Indenture shall be deemed to have agreed to execute such documents as may be necessary or desirable to indicate such discharge upon receipt of evidence satisfactory to said parties that the requirements for this Section, Sections 5.2 and 8.1 hereof, and the Regulatory Agreement have been satisfied, and provided that no Event of Default under this Subordinate Loan Agreement shall have happened and be continuing on the date of the discharge. The Borrower shall not effect such transfer or change if the result thereof would be to violate any sale restrictions set forth in Section 5.2 hereof, or to subject the interest payable on the Subordinate Bonds (in the hands of any Person who is not a Substantial User of the Project or a Related Person) to federal income taxes under Section 103 of the Code. Notwithstanding anything to the contrary contained herein or in any other loan document document (1) the assignment of administrative class A limited partner, class B limited partner, special limited partner or investor limited partner interests in the Borrower, or (2) the removal of the general partner, class A limited partner and/or class B limited partner of the Borrower and replacement thereof pursuant to the terms of the limited liability limited partnership agreement of the Borrower, (3) the transfer of interests within the investor limited partner of the Borrower so long as such investor limited partner remains controlled by or under common control with [ ] and (4) the transfer of interests of the investor limited partner to [ ] or an affiliate thereof (whether from [ ] or another investor limited partner), each shall not be deemed an Event of Default hereunder or under any other loan document and shall not require the consent of the Issuer or the Trustee. Further, the pledge or assignment of any general partner, class A limited partner, or class B limited partner interests (i) to the [Senior Bond Purchaser][Credit Provider] during the construction phase of the Senior Loan as provided in the Senior Loan Documents (within the meaning given to such term in the Funding Loan Agreement) [or to the Initial Funding Lender or Xxxxxxx Xxx (as defined in the Senior Funding Loan Agreement) during the permanent phase of the Senior Loan as provided in the Financing Documents (as defined in the Senior Funding Loan Agreement)] or (ii) to the Equity Bridge Bond Purchaser or the Taxable construction Lender, during the construction phase of the Senior Loan as provided in the Equity Bridge Loan Documents and the Taxable Loan Documents, as applicable, shall not be deemed an Event of Default hereunder or under any other Subordinate Loan Document and shall not require the consent of the Issuer or the Trustee; provided, however, that any subsequent foreclosures of such interests shall require written notice to and the consent of the Issuer.

Status of Borrower. Throughout the Term of Loan Agreement, the (a) The Borrower will maintain its existence as a limited liability limited partnership organized under the laws of the State and a Single Purpose Entity State, will remain qualified to do business in the State, and will not wind up or otherwise dispose of all or substantially all of its assets; provided that, provided that subject to the sale restrictions in Section 5.2 hereof 5.02, including the requirement that the written consent of the Issuer and the assignment and transfer conditions in Section 8.1 hereofSole Bondowner is obtained, the Borrower may, sell or otherwise transfer to another Person all or substantially all of its assets in its entirety and thereafter wind up if the transferee Person assumes all of the obligations of the Borrower under this Loan Agreement, the Related Loan Documents to which it is Tax Agreement, the Security Documents, the Land Use Restriction Agreement and the Redevelopment Contract by a party by written instrument delivered to the Issuer and the Trustee. Every such transferee shall be bound by all of the covenants and agreements of the Borrower herein with respect to any further sale or transfer. . (b) Upon any change in the identity of its general partner the General Partner by way of substitution, sale or otherwise of the BorrowerBorrower as permitted hereunder, and subject to the rights of the Issuer under the Redevelopment Contract, the Issuer and the Trustee shall be promptly informed and, if requested, each and every general partner of the Borrower as newly constituted shall deliver to the Trustee for the benefit of the Issuer and Bondholders the Sole Bondowner an instrument in form satisfactory to the Issuer and the Trustee affirming the joint and several liability liability, if applicable, of all then existing general partners for the obligations of the Borrower hereunder under this Loan Agreement for which the general partners are liable remain liable, subject to the nonrecourse provisions of Section 9.13. (subject in all instances, to Section 9.13 hereof). c) The Issuer and Xxxxxxxx the Borrower agree that, upon any change in the status identity of the Borrower, including a change in the identity of its general partnerGeneral Partner permitted hereunder, so long as the requirements, restrictions and conditions of Sections 5.2 and 8.1 hereof Section 5.02, the Deed of Trust, the Land Use Restriction Agreement and the Regulatory Agreement Redevelopment Contract with respect to such change have been satisfied as provided therein, the general partner involved General Partner shall be discharged from liability hereunder. The Trustee by execution of the Indenture shall be deemed to have agreed to execute such documents in form satisfactory to the Trustee as may be necessary or desirable to indicate such discharge upon receipt of evidence satisfactory to said such parties that the requirements for this Section, Sections 5.2 and 8.1 hereofSection 5.02, the Deed of Trust and the Regulatory Land Use Restriction Agreement have been satisfied, and provided that no Event of Default under this Loan Agreement shall have has happened and be is continuing on the date of the discharge. . (d) The Borrower shall will not effect affect such transfer or change if the result thereof would be to violate any sale restrictions set forth in Section 5.2 hereof5.02, the Deed of Trust and the Land Use Restriction Agreement. In connection with a transfer, the Borrower will cause an opinion of Bond Counsel to be delivered to the Trustee that the transfer or to change would not subject the interest payable on the Subordinate Bonds (in the hands of any Person who is not a Substantial User “substantial user” of the Project or a Related Person) to inclusion in gross income for federal income taxes under Section 103 of the Code. tax purposes. (e) Notwithstanding anything to the contrary contained herein in this Loan Agreement or in any other loan document agreement pertaining to the Bonds (1collectively, the “Loan Documents”), the following shall not constitute a default under the Loan Documents: (a) the assignment sale, transfer, conveyance or pledge of administrative less than a controlling limited partnerpartnership interest in Borrower unless the sale, class B limited partnertransfer, conveyance or investor limited partner interests pledge of a controlling interest is consented to by the Issuer (subject to and as provided in the Borrower, or Redevelopment Contract) and Beneficiary; (2b) the removal sale, transfer, conveyance or pledge of any partnership interest in the Limited Partner; (c) the appointment by the Limited Partner of an additional or substitute General Partner of the general partner pursuant to Borrower in accordance with the Partnership Agreement; (d) the dilution of the General Partner’s interest in cash flow and/or capital transaction proceeds in the Borrower in accordance with the terms of the limited partnership agreement Partnership Agreement; (e) any amendment to the Partnership Agreement which does not affect the financial terms of the BorrowerPartnership Agreement, shall and does not be deemed an Event otherwise adversely affect the security interest of Default hereunder or under any other loan document Lender in the Property; and shall not require (f) the consent pledge to the Limited Partner by the General Partner of the Issuer or General Partner’s interest in the TrusteePartnership Agreement, as security for the performance of all of the General Partner’s obligations under the Partnership Agreement.