AOF/Shadybrook Affordable Housing Corp., an Oklahoma non-profit corporation (the "Borrower"), is acquiring and rehabilitating the Project in connection with the issuance of the Bonds. The Borrower is a non-profit corporation exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, except unrelated business income, if any, subject to taxation under Sections 511 through 514 of the Code and any amounts subject to tax pursuant to Section 527(f) of the Code. The Borrower is not expected to acquire any substantial assets or engage in any activities unrelated to the operation of the Project (the day to day management of which is to be performed by the managing agent described below).
The Mortgage Loan and Mortgage are the no-recourse obligations of the Borrower. In the event the Gross Revenues pledged under the Loan Agreement and the Indenture are insufficient to pay the principal of, premium, if any, and interest on the Bonds, the Borrower wil not be obligated to make available any of its revenues or assets to make up any such shortfall.
The Borrower has been organized as a subordinate entity of The American Opportunity Foundation, Inc., a Georgia nonprofit corporation ("AOF") which was organized on October 20, 1983, for the purpose of sponsoring, owning and supporting low income housing and housing for the elderly. On January 30, 1985, AOF received a letter for the Internal Revenue Service determining AOF exempt from taxation under Section 501(c)(3) of the Code. On April 7, 1993, AOF received a group determination letter from the Internal Revenue Service.
Neither the Borrower nor AOF has capital stock, shareholders or member. The affair of the Borrower are controlled and administered by it Board of Trustees, which consists of five members.
