Common use of Sale or Transfer of the Project Clause in Contracts

Sale or Transfer of the Project. The Borrower intends to hold the Project for its own account, has no current plans to sell, transfer or otherwise dispose of the Project, and hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder), without obtaining the prior written consent of the Authority and upon receipt by the Authority and the Trustee of (i) evidence satisfactory to the Authority that the Borrower’s purchaser or transferee has assumed in writing and in full, the Borrower’s duties and obligations under this Regulatory Agreement and under the Administration Agreement, (ii) an opinion of counsel for the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement and the Administration Agreement and that such obligations and this Regulatory Agreement and the Administration Agreement are binding on the transferee, (iii) the Authority receives evidence acceptable to the Authority that either (A) the transferee has experience in the ownership, operation and management of comparable projects without any record of material violations of discrimination restrictions or other state or federal laws or regulations applicable to such projects, or (B) the transferee agrees to retain a property management firm with the experience and record described in subparagraph (A) above, and in either case, at its option, the Authority may cause the Oversight Agent to provide on-site training in program compliance if the Authority determines such training is necessary, (iv) an opinion of Bond Counsel to the effect that such sale will not in and of itself cause interest on the Bonds to become includable in the gross income of the recipients thereof for federal income tax purposes, and (v) evidence that the Borrower has complied with any applicable provisions of Section

Sale or Transfer of the Project. The Borrower intends to hold the Project for its own account, has no current plans to sell, transfer or otherwise dispose of the Project, and hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder), without obtaining the prior written consent of the Authority and upon receipt by the Authority and the Trustee of (i) evidence satisfactory to the Authority that the Borrower’s purchaser or transferee has assumed in writing and in full, the Borrower’s duties and obligations under this Regulatory Agreement and under the Administration Agreement, (ii) an opinion of counsel for the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement and the Administration Agreement and that such obligations and this Regulatory Agreement and the Administration Agreement are binding on the transferee, (iii) the Authority receives evidence acceptable to the Authority that either (A) the transferee has experience in the ownership, operation and management of comparable projects without any record of material violations of discrimination restrictions or other state or federal laws or regulations applicable to such projects, or (B) the transferee agrees to retain a property management firm with the experience and record described in subparagraph (A) above, and in either case, at its option, the Authority may cause the Oversight Agent to provide on-site training in program compliance if the Authority determines such training is necessary, (iv) an opinion of Bond Counsel to the effect that such sale will not in and of itself cause interest on the Tax-exempt Bonds to become includable in the gross income of the recipients thereof for federal income tax purposes, and (v) evidence that the Borrower has complied with any applicable provisions of SectionSection 6.2 of the Loan Agreement. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12 shall be null, void and without effect, shall cause a reversion of title to the Borrower, and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement. Not less than ninety (90) days prior to consummating any sale, transfer or disposition of any interest in the Project, the Borrower shall deliver to the Authority, the Oversight Agent and the Trustee a notice in writing explaining the nature of the proposed transfer. Notwithstanding the foregoing, the Borrower may transfer ownership of the Project to an affiliated entity of the Borrower with prior written notice to the Authority accompanied by (i) an opinion of counsel to the affiliate that it has assumed the obligations of the Borrower under this Regulatory Agreement and the Administration Agreement and (ii) an opinion of Bond Counsel to the effect that such transfer will not in and of itself cause interest on the Tax-exempt Bonds to become included in the gross income of the recipients thereof for federal income tax purposes.

Sale or Transfer of the Project. The Borrower intends to hold the Project for its own account, has no current plans to sell, transfer or otherwise dispose of the Project, and hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder), without obtaining the prior written consent of the Authority Issuer, which consent shall not be unreasonably withheld or delayed, and upon receipt by the Authority Issuer and the Trustee of of (i) evidence satisfactory to the Authority Issuer that the Borrower’s purchaser or transferee has assumed in writing and in full, the Borrower’s duties and obligations under this Regulatory Agreement and under the Administration Financing Agreement, (ii) an opinion of counsel for of the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement and the Administration Agreement and that such obligations and this Regulatory Agreement and the Administration Agreement are binding on the transferee, (iii) the Authority receives evidence acceptable to the Authority Issuer that either (A) the transferee purchaser or assignee has experience in the ownership, operation and management of comparable rental housing projects such as the Project without any record of material violations of discrimination restrictions or other state or federal laws or regulations applicable to such projects, or (B) the transferee purchaser or assignee agrees to retain a property management firm with the experience and record described in subparagraph (A) above, and in either case, at its optionabove or if the purchaser or assignee does not have management experience, the Authority may Issuer will or will cause the Oversight Agent Program Administrator to provide on-site training in program compliance if the Authority Issuer determines such training is necessary, (iv) evidence that no event of default exists under any of this Regulatory Agreement, the Financing Agreement, the Mortgage or any document related to the Loan, and payment of all fees and expenses of the Issuer and the Trustee due under any of such documents are current or will be current as of the date of the sale or transfer, and (v) an opinion of Bond Counsel to the effect that such sale transfer will not not, in and of itself itself, cause interest on the Bonds any Bond to become includable in the gross income of the recipients thereof for federal income tax purposes. Notwithstanding the above, the Issuer hereby acknowledges and consents to the transfer of the Project to the General Partner pursuant to that certain Option Agreement dated as of December 18, 1996 between the General Partner and the Borrower. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 10 shall be null, void and without effect, shall cause a reversion of title to the Borrower, and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement. Nothing in this Section 10 shall affect any provision of any other document or instrument between the Borrower and any other party which requires the Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. Not less than 30 days prior to consummating any sale, transfer or disposition of any interest in the Project, the Borrower shall deliver to the Issuer and the Trustee a notice in writing explaining the nature of the proposed transfer. Upon the written assumption of the Borrower’s obligations hereunder, the Borrower shall no longer remain liable for its obligations hereunder to the extent of any interest so assigned. Any syndication by the Borrower of the Project shall be in compliance with any applicable requirements of the Act, and (vi) evidence that the Borrower has complied with terms and conditions of the syndication shall not reduce or limit any applicable provisions of Sectionthe requirements of the Act or regulations adopted or documents executed pursuant to the Act, (10 no requirements of the Issuer shall be subordinated to the syndication agreement, and (iii) the syndication shall not result in the provision of fewer assisted units, or the reduction of any benefits or services, than were in existence prior to the syndication agreement.

Sale or Transfer of the Project. The Borrower Owner intends to hold the Project for its own account, has no current plans to sell, transfer or otherwise dispose of the ProjectProject (except in accordance with the Purchase Option and the Right of First Refusal Agreement (each as described in the Partnership Agreement) and, and except as otherwise provided herein, hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder)hereunder and/or pursuant to the aforementioned Purchase Option and Right of First Refusal Agreement, or interest therein, including any interest in the Owner, without obtaining the prior written consent of the Authority City, which consent shall not be unreasonably withheld, and upon receipt by the Authority and the Trustee City of (i) evidence satisfactory to the Authority City that the BorrowerOwner’s purchaser or transferee has assumed in writing and in full, the BorrowerOwner’s duties and obligations under this Regulatory Agreement and under the Administration Agreement, (ii) an opinion of counsel for of the transferee that the transferee has duly assumed the obligations of the Borrower Owner under this Regulatory Agreement and the Administration Agreement and that such obligations and this Regulatory Agreement and the Administration Agreement are binding on the transferee, (iii) the Authority receives evidence acceptable to the Authority City that either (A) the transferee purchaser or assignee has experience in the ownership, operation and management of comparable rental housing projects in the City such as the Project without any any‌ record of material violations of discrimination restrictions or other state or federal laws or regulations applicable to such projects, projects or (B) the transferee purchaser or assignee agrees to retain a property management firm with the experience and record described in subparagraph (A) above, and in either case, at its optionabove or (C) if the purchaser or assignee does not have management experience, the Authority City may cause the Oversight Agent Program Administrator to provide on-site training in program compliance if the Authority City determines such training is necessary, (iv) evidence satisfactory to the City that no event of default exists under this Regulatory Agreement, the Borrower Loan Agreement or any document related to the Borrower Loan, and payment of all fees and expenses of the City and the Fiscal Agent due under any of such documents is current, and (v) an opinion of Bond Tax Counsel to the effect that such sale transfer will not not, in and of itself itself, cause interest on the Bonds Tax-Exempt Note to become includable in the gross income of the recipients thereof for federal income tax purposespurposes except to the extent held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 10 shall be null, void and without effect, shall cause a reversion of title to the Owner, and shall be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section 10 shall affect any provision of any other document or instrument between the Owner and any other party which requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. Not less than sixty (v60) days prior to consummating any sale, transfer or disposition of any interest in the Project, the Owner shall deliver to the City a notice in writing explaining the nature of the proposed transfer and providing relevant information regarding the proposed transfer. Notwithstanding the foregoing, the provisions of this Section 10 shall not apply to the granting of the Security Instrument (or the exercise of remedies thereunder following an uncured event of default, including any foreclosure, exercise of power of sale or assignment of leasehold interest under the Security Instrument) or transfer of all or any portion of (a) the limited partner interest of the Investor Limited Partner in the Owner (which is instead subject to paragraph (i) of Section 6), (b) the General Partner interest to an affiliate of the General Partner or Investor Limited Partner if the Investor Limited Partner has removed and replaced the General Partner for cause pursuant to the Partnership Agreement, or (c) the transfer of any non-managing member or limited partner interest in the Investor Limited Partner; provided however that such grant, exercise or transfer will not adversely affect the Tax-Exempt status of the interest on the Tax-Exempt Note or the exemption from State personal income taxation of the interest on the Notes. Notwithstanding the foregoing sentence, promptly upon the occurrence of any of such transfer, grant, or exercise of remedies under the Security Instrument (including, but not limited to a foreclosure), the transferee or subsequent owner shall provide to the City evidence satisfactory to the City that such transferee or new owner has acknowledged in writing, and in full, that the Borrower has complied with duties and obligations of the “Owner” under Sections 3, 4, 5 and 6 of this Regulatory Agreement and any applicable provisions thereof relating to the enforcement of Sectionsuch provisions or remedies resulting from any breach thereof shall survive and continue to constitute an encumbrance on the Project.

Sale or Transfer of the Project. The Borrower Owner intends to hold the Project for its own account, has no current plans to sell, transfer or otherwise dispose of the Project, (except in accordance with the option in Section 3.5 of the Owner’s Governing Agreement and Purchase Option and Right of First Refusal Agreement described in the Owner’s Governing Agreement ) and, except as otherwise provided herein, hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder)hereunder or pursuant to the aforementioned Section 3.5 or Option and Right of First Refusal Agreement) or interest therein, including any interest in the Owner, without obtaining the prior written consent of the Authority City, which consent shall not be unreasonably withheld, and upon receipt by the Authority and the Trustee City of (i) evidence satisfactory to the Authority City that the BorrowerOwner’s purchaser or transferee has assumed in writing and in full, the BorrowerOwner’s duties and obligations under this Regulatory Agreement and under the Administration Agreement, (ii) an opinion of counsel for of the transferee that the transferee has duly assumed the obligations of the Borrower Owner under this Regulatory Agreement and the Administration Agreement and that such obligations and this Regulatory Agreement and the Administration Agreement are binding on the transferee, (iii) the Authority receives evidence acceptable to the Authority City that either (A) the transferee purchaser or assignee has experience in the ownership, operation and management of comparable rental housing projects in the City such as the Project without any record of material violations of discrimination restrictions or other state or federal laws or regulations applicable to such projects, or (B) the transferee purchaser or assignee agrees to retain a property management firm with the experience and record described in subparagraph (A) above, and in either case, at its optionabove or (C) if the purchaser or assignee does not have management experience, the Authority City may cause the Oversight Agent Program Administrator to provide on-site training in program compliance if the Authority City determines such training is necessary, (iv) an opinion of Bond Counsel to the effect that such sale will not in and of itself cause interest on the Bonds to become includable in the gross income of the recipients thereof for federal income tax purposes, and (v) evidence that the Borrower has complied with any applicable provisions of Section,

Sale or Transfer of the Project. The Borrower intends to hold the Project for its own account, has no current plans to sell, transfer or otherwise dispose of the Project, and hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder), without obtaining the prior written consent of the Authority and upon receipt by the Authority and the Trustee of (i) evidence satisfactory to the Authority that the Borrower’s purchaser or transferee has assumed in writing and in full, the Borrower’s duties and obligations under this Regulatory Agreement and under the Administration Agreement, (ii) an opinion of counsel for the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement and the Administration Agreement and that such obligations and this Regulatory Agreement and the Administration Agreement are binding on the transferee, (iii) the Authority receives evidence acceptable to the Authority that either (A) the transferee has experience in the ownership, operation and management of comparable projects without any record of material violations of discrimination restrictions or other state or federal laws or regulations applicable to such projects, or (B) the transferee agrees to retain a property management firm with the experience and record described in subparagraph (A) above, and in either case, at its option, the Authority may cause the Oversight Agent to provide on-site onsite training in program compliance if the Authority determines such training is necessary, (iv) an opinion of Bond Counsel to the effect that such sale will not in and of itself cause interest on the Tax-exempt Bonds to become includable in the gross income of the recipients thereof for federal income tax purposes, and (v) evidence that the Borrower has complied with any applicable provisions of SectionSection 6.2 of the Loan Agreement. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12 shall be null, void and without effect, shall cause a reversion of title to the Borrower, and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement. Not less than ninety (90) days prior to consummating any sale, transfer or disposition of any interest in the Project, the Borrower shall deliver to the Authority, the Oversight Agent and the Trustee a notice in writing explaining the nature of the proposed transfer. Notwithstanding the foregoing, the Borrower may transfer ownership of the Project to an affiliated entity of the Borrower with prior written notice to the Authority accompanied by (i) an opinion of counsel to the affiliate that it has assumed the obligations of the Borrower under this Regulatory Agreement and the Administration Agreement and (ii) an opinion of Bond Counsel to the effect that such transfer will not in and of itself cause interest on the Tax-exempt Bonds to become included in the gross income of the recipients thereof for federal income tax purposes.