Common use of Transfer of the Project Clause in Contracts

Transfer of the Project. For the Compliance Period, the Borrower shall not, except as provided below, Transfer or otherwise dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (a) the receipt by the Governmental Lender of evidence acceptable to the Governmental Lender that (i) the Borrower shall not be in default hereunder or under the Borrower Loan Agreement, if in effect (which may be evidenced by a Certificate of Continuing Program Compliance), or the transferee undertakes to cure any defaults of the Borrower to the reasonable satisfaction of the Governmental Lender; (ii) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (ii) either (a) the transferee or its Manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the transferee agrees to retain a Manager with the experience and record described in subclause (a) above, or (c) the transferring Borrower or its management company will continue to manage the Project, or another management company reasonably acceptable to the Governmental Lender will manage, for at least one year following such Transfer and, if applicable, during such period the transferring Borrower or its management company will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (iv) the person or entity that is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (b) the execution by the transferee of any document reasonably requested by the Governmental Lender with respect to the assumption of the Borrower’s obligations under this Regulatory Agreement and the Borrower Loan Agreement (if then in effect), including without limitation an instrument of assumption hereof and thereof, and delivery to the Governmental Lender of an opinion of such transferee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such transferee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (c) receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that any such Transfer will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; (d) receipt by the Governmental Lender of all fees and/or expenses then currently due and payable to the Governmental Lender by the Borrower; and (e) receipt by the Governmental Lender of evidence of satisfaction of compliance with the provisions of Section 29(d)(i) related to notice to CDLAC of transfer of the Project. It is hereby expressly stipulated and agreed that any Transfer 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. The written consent of the Governmental Lender to any Transfer of the Project shall constitute conclusive evidence that the Transfer is not in violation of this Section 12. Nothing in this Section shall affect any provision of any other document or instrument between the Borrower and any other party which requires the Borrower to satisfy certain conditions or obtain the prior written consent of such other party in order to Transfer the Project. Upon any Transfer that complies with this Regulatory Agreement, the Borrower shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any Transfer of the Project to any entity, whether or not affiliated with the Borrower, shall be subject to the provisions of this Section 12. It is further stipulated and agreed that the removal or withdrawal of the General Partner of the Borrower pursuant to the terms and conditions of the Borrower’s partnership agreement shall not constitute a Transfer of the Project; provided, that a new General Partner, approved by the Governmental Lender, in its reasonable discretion, is admitted as a replacement general partner upon such removal or withdrawal. The foregoing notwithstanding, the Project may be transferred pursuant to a foreclosure, exercise of power of sale or deed in lieu of foreclosure or comparable conversion under the Security Instrument without the consent of the Governmental Lender or compliance with the provisions of this Section 12. The Governmental Lender hereby approves the transfer of limited partnership interests in the Borrower to affiliates of the investor limited partner of the Borrower, including, without limitation, the transfer of membership interests in the Borrower from the Investor Limited Partner and non-managing membership interests in the limited partner of Borrower. For the Compliance Period, the Borrower shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except for (a) encumbrances permitted under the Security Instrument, or (b) a Transfer in accordance with the terms of this Regulatory Agreement, in each case upon receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note (provided that such opinion will not be required with respect to any encumbrance, lease or transfer relating to a commercial operation or ancillary facility that will be available for tenant use and is customary to the operation of multifamily housing developments similar to the Project) or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except to the extent that what is demolished or removed is replaced with comparable property or such demolition or removal is otherwise permitted by the Borrower Loan Agreement or the Security Instrument; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences.

Transfer of the Project. For the Compliance Period, the Borrower shall not, except as provided belowbelow and in accordance with the Borrower Loan Agreement, the Subordinate Loan Agreements, the Security Instrument and the Mortgages, Transfer or otherwise dispose of the Project, in whole or in part, without the prior written consent of the Governmental LenderCounty, which consent shall not be unreasonably withheld or delayed delayed, if the following conditions are satisfied: (aA) the receipt by the Governmental Lender County of evidence acceptable to the Governmental Lender County that (i1) the Borrower shall not be in default hereunder hereunder, under the Subordinate Loan Agreements or under the Borrower Loan Agreement, if in effect Agreement (which may be evidenced by a Certificate certificate of Continuing Program Compliance), the Borrower) or the transferee undertakes to cure any defaults of the Borrower to the reasonable satisfaction of the Governmental LenderCounty; (ii2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (ii3) either (a) the transferee or its Manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the transferee agrees to retain a Manager with the experience and record described in subclause (a) above, or (c) the transferring Borrower or its management company will continue to manage the Project, or another management company reasonably acceptable to the Governmental Lender County will manage, for at least one year following such Transfer and, if applicable, during such period the transferring Borrower or its management company will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (iv4) the person or entity that is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (bB) the execution by the transferee of any a document reasonably requested by acceptable to the Governmental Lender County with respect to the assumption of the Borrower’s obligations under this Regulatory Agreement the Subordinate Loan Agreements and the Borrower Loan Agreement (if then in effect)Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the Governmental Lender County of an opinion of such transferee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such transferee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (cC) receipt by the Governmental Lender County of an opinion of Bond Tax Counsel addressed to the County, the Subordinate Bonds Trustee and the Funding Lender to the effect that any such Transfer will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; (d) receipt by the Governmental Lender of all fees and/or expenses then currently due and payable to the Governmental Lender by the Borrower; and (e) receipt by the Governmental Lender of evidence of satisfaction of compliance with the provisions of Section 29(d)(i) related to notice to CDLAC of transfer of the Project. It is hereby expressly stipulated and agreed that any Transfer 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. The written consent of the Governmental Lender to any Transfer of the Project shall constitute conclusive evidence that the Transfer is not in violation of this Section 12. Nothing in this Section shall affect any provision of any other document or instrument between the Borrower and any other party which requires the Borrower to satisfy certain conditions or obtain the prior written consent of such other party in order to Transfer the Project. Upon any Transfer that complies with this Regulatory Agreement, the Borrower shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any Transfer of the Project to any entity, whether or not affiliated with the Borrower, shall be subject to the provisions of this Section 12. It is further stipulated and agreed that the removal or withdrawal of the General Partner of the Borrower pursuant to the terms and conditions of the Borrower’s partnership agreement shall not constitute a Transfer of the Project; provided, that a new General Partner, approved by the Governmental Lender, in its reasonable discretion, is admitted as a replacement general partner upon such removal or withdrawal. The foregoing notwithstanding, the Project may be transferred pursuant to a foreclosure, exercise of power of sale or deed in lieu of foreclosure or comparable conversion under the Security Instrument without the consent of the Governmental Lender or compliance with the provisions of this Section 12. The Governmental Lender hereby approves the transfer of limited partnership interests in the Borrower to affiliates of the investor limited partner of the Borrower, including, without limitation, the transfer of membership interests in the Borrower from the Investor Limited Partner and non-managing membership interests in the limited partner of Borrower. For the Compliance Period, the Borrower shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except for (a) encumbrances permitted under the Security Instrument, or (b) a Transfer in accordance with the terms of this Regulatory Agreement, in each case upon receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note (provided that such opinion will not be required with respect to any encumbrance, lease or transfer relating to a commercial operation or ancillary facility that will be available for tenant use and is customary to the operation of multifamily housing developments similar to the Project) or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except to the extent that what is demolished or removed is replaced with comparable property or such demolition or removal is otherwise permitted by the Borrower Loan Agreement or the Security Instrument; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences.Obligations;

Transfer of the Project. For the Compliance Period, the Borrower shall not, except as provided below, not Transfer or otherwise dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender, which consent shall not be unreasonably withheld or delayed delayed, if the following conditions are satisfied: (aA) the receipt by the Governmental Lender of evidence acceptable to the Governmental Lender that (i1) the Borrower shall not be in default hereunder or under any of the other Borrower Loan Agreement, if Documents in effect (which may be evidenced by a Certificate of Continuing Program Compliance)effect, or the transferee undertakes to cure any defaults of the Borrower to the reasonable satisfaction of the Governmental Lender; (ii2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (ii3) either (a) the transferee or its Manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the transferee agrees to retain a Manager with the experience and record described in subclause (a) above, or (c) the transferring Borrower or its management company will continue to manage the Project, or another management company reasonably acceptable to the Governmental Lender will manage, for at least one year following such Transfer and, if applicable, during such period the transferring Borrower or its management company will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (iv4) the person or entity that is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (bB) the execution by the transferee of any a document reasonably requested by acceptable to the Governmental Lender with respect to the assumption of the Borrower’s obligations under this Regulatory Agreement and the other Borrower Loan Agreement (if then Documents in effect), including without limitation an instrument of assumption hereof and thereof, and delivery to the Governmental Lender of an opinion of such transferee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such transferee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (cC) receipt by the Governmental Lender of an opinion of Bond Tax Counsel to the effect that any such Transfer will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; (dD) receipt by the Governmental Lender of all fees and/or expenses then currently due and payable to the Governmental Lender by the Borrower; and (eE) receipt by the Governmental Lender of evidence of satisfaction of compliance with the provisions of Section 29(d)(i) related to notice to CDLAC of transfer of the Project. It is hereby expressly stipulated and agreed that any Transfer 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. The written consent of the Governmental Lender to any Transfer of the Project shall constitute conclusive evidence that the Transfer is not in violation of this Section 12. Nothing in this Section shall affect any provision of any other document or instrument between the Borrower and any other party which requires the Borrower to satisfy certain conditions or obtain the prior written consent of such other party in order to Transfer the Project. Upon any Transfer that complies with this Regulatory Agreement, the Borrower shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any Transfer of the Project to any entity, whether or not affiliated with the Borrower, shall be subject to the provisions of this Section 12. It is further stipulated and agreed that the removal or withdrawal of the General Partner of the Borrower pursuant to the terms and conditions of the Borrower’s partnership agreement shall not constitute a Transfer of the Project; provided, that a new General Partner, approved by the Governmental Lender, in its reasonable discretion, is admitted as a replacement general partner upon such removal or withdrawal. The foregoing notwithstanding, the Project may be transferred pursuant to a foreclosure, exercise of power of sale or deed in lieu of foreclosure or comparable conversion under the Security Instrument without the consent of the Governmental Lender or compliance with the provisions of this Section 12. The Governmental Lender hereby approves the transfer of limited partnership interests in the Borrower to affiliates of the investor limited partner of the Borrower, including, without limitation, the transfer of membership interests in the Borrower from the Investor Limited Partner and non-managing membership interests in the limited partner of Borrower. For the Compliance Period, the Borrower shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except for (a) encumbrances permitted under the Security Instrument, or (b) a Transfer in accordance with the terms of this Regulatory Agreement, in each case upon receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note (provided that such opinion will not be required with respect to any encumbrance, lease or transfer relating to a commercial operation or ancillary facility that will be available for tenant use and is customary to the operation of multifamily housing developments similar to the Project) or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except to the extent that what is demolished or removed is replaced with comparable property or such demolition or removal is otherwise permitted by the Borrower Loan Agreement or the Security Instrument; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences.Section

Transfer of the Project. For the Compliance Period, the Borrower shall not, except as provided below, not Transfer or otherwise dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender, which consent shall not be unreasonably withheld or delayed delayed, if the following conditions are satisfied: (aA) the receipt by the Governmental Lender of evidence acceptable to the Governmental Lender that (i1) the Borrower shall not be in default hereunder or under any of the other Borrower Loan Agreement, if Documents in effect (which may be evidenced by a Certificate of Continuing Program Compliance)effect, or the transferee undertakes to cure any defaults of the Borrower to the reasonable satisfaction of the Governmental Lender; (ii2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (ii3) either (a) the transferee or its Manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the transferee agrees to retain a Manager with the experience and record described in subclause (a) above, or (c) the transferring Borrower or its management company will continue to manage the Project, or another management company reasonably acceptable to the Governmental Lender will manage, for at least one year following such Transfer and, if applicable, during such period the transferring Borrower or its management company will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (iv4) the person or entity that is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (bB) the execution by the transferee of any a document reasonably requested by acceptable to the Governmental Lender with respect to the assumption of the Borrower’s obligations under this Regulatory Agreement and the other Borrower Loan Agreement (if then Documents in effect), including without limitation an instrument of assumption hereof and thereof, and delivery to the Governmental Lender of an opinion of such transferee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such transferee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (cC) receipt by the Governmental Lender of an opinion of Bond Tax Counsel to the effect that any such Transfer will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; (dD) receipt by the Governmental Lender of all fees and/or expenses then currently due and payable to the Governmental Lender by the BorrowerBorrower under any of the Borrower Loan Documents; and (eE) receipt by the Governmental Lender of evidence of satisfaction of compliance with the provisions of Section 29(d)(i) related to notice to CDLAC of transfer of the Project. It is hereby expressly stipulated and agreed that any Transfer 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. The written consent of the Governmental Lender to any Transfer of the Project shall constitute conclusive evidence that the Transfer is not in violation of this Section 12. Nothing in this Section shall affect any provision of any other document or instrument between the Borrower and any other party which requires the Borrower to satisfy certain conditions or obtain the prior written consent of such other party in order to Transfer the Project. Upon any Transfer that complies with this Regulatory Agreement, the Borrower shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any Transfer of the Project to any entity, whether or not affiliated with the Borrower, shall be subject to the provisions of this Section 12. It is further stipulated and agreed that the removal or withdrawal of the General Partner of the Borrower pursuant to the terms and conditions of the Borrower’s partnership agreement shall not constitute a Transfer of the Project; provided, that a new General Partner, approved by the Governmental Lender, in its reasonable discretion, is admitted as a replacement general partner upon such removal or withdrawal. The foregoing notwithstanding, the Project may be transferred pursuant to a foreclosure, exercise of power of sale or deed in lieu of foreclosure or comparable conversion under the Security Instrument without the consent of the Governmental Lender or compliance with the provisions of this Section 12. The Governmental Lender hereby approves the transfer of limited partnership interests in the Borrower to affiliates of the investor limited partner of the Borrower, including, without limitation, the transfer of membership interests in the Borrower from the Investor Limited Partner and non-managing membership interests in the limited partner of Borrower. For the Compliance Period, the Borrower shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except for (a) encumbrances permitted under the Security Instrument, or (b) a Transfer in accordance with the terms of this Regulatory Agreement, in each case upon receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note (provided that such opinion will not be required with respect to any encumbrance, lease or transfer relating to a commercial operation or ancillary facility that will be available for tenant use and is customary to the operation of multifamily housing developments similar to the Project) or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except to the extent that what is demolished or removed is replaced with comparable property or such demolition or removal is otherwise permitted by the Borrower Loan Agreement or the Security Instrument; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences.Section