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necessity for any Extraordinary Services and Extraordinary Expenses and the amount of any Ordinary
Services, Ordinary Expenses, Extraordinary Services, or Extraordinary Expenses.
Section 4.5 Assignment of Loan Agreement and Issuer Revenues. To secure the payment
of Bond Debt Service Charges, the Issuer shall assign to the Trustee, by the Indenture, its rights under and
interest in this Loan Agreement (except for the Unassigned Issuer’s Rights) and the Promissory Note. The
Borrower hereby agrees and consents to those assignments. The Issuer shall not attempt to further assign,
transfer or convey its interest in the Issuer Revenues or this Loan Agreement or create any pledge or Lien
of any form or nature with respect to the Issuer Revenues or Loan Payments hereunder.
ARTICLE V
ADDITIONAL AGREEMENTS AND COVENANTS
Section 5.1 Right of Inspection. At all reasonable times and upon reasonable notice, the
Borrower shall allow any duly authorized representative of the Issuer or the Trustee to visit and inspect the
Project, to examine and make copies of and from its books of record and account, and to discuss its affairs,
finances, and accounts with its officers, and shall furnish to the Issuer and the Trustee any information
reasonably required regarding its business affairs and financial condition within a reasonable time after
receipt of written request therefor.
Section 5.2 Borrower to Maintain Its Existence; Sales of Assets or Mergers. The Borrower
shall maintain its existence, not dissolve or sell, transfer or otherwise dispose of all or substantially all of
its assets, not consolidate with or merge into another entity or permit one or more other entities to
consolidate with or merge into it, and not sell or transfer the Project; provided, however, that it may do so
if the surviving, resulting or transferee entity is other than the Borrower, it assumes in writing all of the
obligations of the Borrower under this Loan Agreement and the Regulatory Agreement and it has a net
worth equal to or greater than that of the Borrower immediately prior to such consolidation, merger, sale or
transfer or if the Bonds are repaid in full. Nothing herein contained shall limit the rights of (a) any direct
or indirect owners of interests in the Borrower to (1) transfer, convey, sell or otherwise dispose (a
“Transfer”) their ownership interests to any Affiliate of such owner or of any other owner of interests in the
Borrower, or in connection with any estate planning, or by operation of law, or (2) make Transfers among
and between themselves; or (3) allow either the Federal Investor Limited Partner or the State Historic Tax
Credit Equity Investor to transfer its interest to any Affiliate or third party, or (b) Borrower to make
Transfers as otherwise permitted by (or subject to the terms and conditions set forth in) the Regulatory
Agreement.
Notwithstanding anything to the contrary contained herein or in any other Subordinate Bond
Document and subject to the consent of HUD and the FHA Lender prior to each occurrence to the extent
such consent is required under the FHA Loan Documents, the following shall be permitted and shall not
require the prior written approval of the Issuer or the Trustee: (i) the transfer by either the Federal Investor
Limited Partner or the State Historic Tax Credit Equity Investor of its interests in the Borrower in
accordance with the terms of the Borrower’s Amended and Restated Agreement of Limited Partnership, as
it may be amended from time to time (the “Partnership Agreement”); (ii) the removal of the General Partner
of the Borrower in accordance with the Partnership Agreement and the replacement thereof with the either
the Federal Investor Limited Partner or the State Historic Tax Credit Investor or any Affiliate; (iii) the
transfer of ownership interests in either the Federal Investor Limited Partner or the State Historic Tax Credit
Equity Investor; (iv) the transfer of the interests of either the Federal Investor Limited Partner or the State
Historic Tax Credit Equity Investor in the Borrower to the Borrower’s General Partner, State Historic Tax
Credit Equity Investor or the Federal Investor Limited Partner or any Affiliate; and (v) any amendment to
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