Common use of Assignment, Lease, Mortgage and Sale by the Company Clause in Contracts

Assignment, Lease, Mortgage and Sale by the Company. The rights of the Company under this Agreement may be assigned, and the rights of the Company in the Project Property may be assigned, leased, subleased, mortgaged, encumbered or sold as a whole or in part by the Company. The Company may, without the consent of the Issuer, sublease, mortgage or sell the Project Property and assign its rights under this Agreement in whole or in part. Notwithstanding the foregoing, any assignment, sublease, mortgage or sale of Project Property which purports to relieve the Company from liability for making payments of Rent and for the performance of its other obligations under this Agreement and its obligations for the Project Property, will require the assumption in writing by any assignee, sublessee or purchaser of the obligations of the Company under this Agreement, and, only to the extent of the Company’s relief from liability for making payments of Rent and for the performance of its other obligations under this Agreement and its obligations for the Project Property, the consent of the Issuer. Any mortgagee or assignee that does not directly hold an interest in the Project Property or whose interest is held solely for security purposes shall have no obligation or liability under this Agreement prior to the time the mortgagee or assignee directly holds an interest in this Agreement or the mortgagee or assignee directly succeeds to absolute title to the Company’s interest. A mortgagee or the assignee shall be liable to perform obligations under this Agreement only for and during the period it directly holds such interest or absolute title; provided, however, that such liability shall not include any liability for claims of the Issuer against the Company arising from the Company’s failure to perform during the period prior to such mortgagee’s or assignee’s succession to the Company’s interest in and under this Agreement. Notwithstanding any other provisions in this Agreement to the contrary, except as otherwise set forth in the immediately preceding sentence and Section 8.06(c), no mortgagee or assignee shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement and the collateral assignment of this Agreement by the Company to any mortgagee or assignee shall not give rise to any duties or obligations whatsoever on the part of such mortgagee or assignee owing to the Issuer. In the event that any mortgagee or assignee is liable under this Agreement, liability in respect of any and all obligations of any such party under this Agreement shall be limited solely to such party’s interest in the Project (and no officer, director, employee, shareholder or agent thereof shall have any liability with respect thereto).

Assignment, Lease, Mortgage and Sale by the Company. The If the Company is not in default under this Lease, the rights of the Company under this Agreement Lease may be assigned, and the rights of the Company in the Project Property may be assigned, leased, subleased, mortgaged, encumbered mortgaged or sold as a whole or in part by the Company. The Company mayNo such assignment, without the consent of the Issuer, sublease, mortgage or sell the Project Property and assign its rights under this Agreement in whole or in part. Notwithstanding the foregoing, any assignmentlease, sublease, mortgage or sale of Project Property which purports to will relieve the Company from primary liability for making payments of Rent and for the performance of its other obligations under this Agreement Lease to the same extent as though no assignment, lease, sublease, mortgage or sale had been made, unless the City reasonably determines that the Company’s transferee is at least as financially capable as the Company of performing all obligations under this Lease, and the City provides written consent to the release of the Company from such liability. Notwithstanding any provision in this Section 7.2 to the contrary, the Company may not be released from its obligations for primary liability to perform under Sections 5.3, 6.3, 8.5 and 10.4 of this Lease, arising prior to the Project Propertydate of the assignment, will require without the assumption in writing by any written consent of the City. Any assignee, lessee, sublessee or purchaser of the Company’s interest in this Lease or of the Project will assume in writing the obligations of the Company under this Agreement, and, only Lease to the extent of the Company’s relief from liability for making payments interest assigned, leased or sold. The Company will, not less than five Business Days before the effective date of Rent any such assignment, lease, sublease, mortgage or sale, furnish or cause to be furnished to the City a true and for complete copy of such proposed assignment, lease, sublease, mortgage or purchase contract, and to the performance extent applicable, such assumption. On the effective date of its other obligations under this Agreement and its obligations for the Project Propertyany such assignment, lease, sublease, mortgage or sale, the consent Company will, at the request of the Issuer. Any mortgagee or assignee that does not directly hold an interest in City and at the Project Property or whose interest is held solely for security purposes shall have no obligation or liability under this Agreement prior expense of the Company, deliver to the time the mortgagee or assignee directly holds requesting Party, an interest in this Agreement or the mortgagee or assignee directly succeeds to absolute title opinion of counsel to the Company’s interest. A mortgagee or the assignee shall , which opinion may be liable to perform obligations under this Agreement only for and during the period it directly holds such interest or absolute title; provided, however, that such liability shall not include any liability for claims of the Issuer against the Company arising from provided by the Company’s failure to perform during the period prior to such mortgagee’s or assignee’s succession in-house counsel, to the effect that such assignment, lease, sublease, mortgage or sale has been duly authorized by the Company’s interest , does not conflict with applicable federal or State law, and does not affect the status of the Project as a “project” under the Code. In the event of an assignment of the Lease arising because of a change of status of the Company provided in and under Section 6.4, the provisions of Section 6.4 will apply rather than the provisions of this AgreementSection 7.2. Notwithstanding any other provisions anything in this Agreement Section to the contrary, except as otherwise set forth residential tenant leases in the immediately preceding sentence and Section 8.06(c)ordinary course of business shall not be considered assignments, no mortgagee leases or assignee shall be liable subleases for the performance or observance of any of the obligations or duties of the Company under this Agreement and the collateral assignment purposes of this Agreement by the Company to any mortgagee or assignee shall not give rise to any duties or obligations whatsoever on the part of such mortgagee or assignee owing to the Issuer. In the event that any mortgagee or assignee is liable under this Agreement, liability in respect of any and all obligations of any such party under this Agreement shall be limited solely to such party’s interest in the Project (and no officer, director, employee, shareholder or agent thereof shall have any liability with respect thereto)Section 7.2.

Assignment, Lease, Mortgage and Sale by the Company. The If the Company is not in default under this Lease, the rights of the Company under this Agreement Lease may be assigned, and the rights of the Company in the Project Property may be assigned, leased, subleased, mortgaged, encumbered mortgaged or sold as a whole or in part by the Company. The Company mayNo such assignment, without the consent of the Issuer, sublease, mortgage or sell the Project Property and assign its rights under this Agreement in whole or in part. Notwithstanding the foregoing, any assignmentlease, sublease, mortgage or sale of Project Property which purports to will relieve the Company from primary liability for making payments of Rent and for the performance of its other obligations under this Agreement Lease to the same extent as though no assignment, lease, sublease, mortgage or sale had been made, unless the City reasonably determines that the Company’s transferee is at least as financially capable as the Company of performing all obligations under this Lease, and the City provides written consent to the release of the Company from such liability. Notwithstanding any provision in this Section 7.2 to the contrary, the Company may not be released from its obligations for primary liability to perform under Sections 5.3(b), 6.3, 8.5 and 10.4 of this Lease, arising prior to the Project Propertydate of the assignment, will require without the assumption in writing by any written consent of the City. Any assignee, lessee, sublessee or purchaser of the Company’s interest in this Lease or of the Project will assume in writing the obligations of the Company under this Agreement, and, only Lease to the extent of the Company’s relief from liability for making payments interest assigned, leased or sold. The Company will, not less than five Business Days before the effective date of Rent any such assignment, lease, sublease, mortgage or sale, furnish or cause to be furnished to the City a true and for complete copy of such proposed assignment, lease, sublease, mortgage or purchase contract, and to the performance extent applicable, such assumption. On the effective date of its other obligations under this Agreement and its obligations for the Project Propertyany such assignment, lease, sublease, mortgage or sale, the consent Company will, at the request of the Issuer. Any mortgagee or assignee that does not directly hold an interest in City and at the Project Property or whose interest is held solely for security purposes shall have no obligation or liability under this Agreement prior expense of the Company, deliver to the time the mortgagee or assignee directly holds requesting Party, an interest in this Agreement or the mortgagee or assignee directly succeeds to absolute title opinion of counsel to the Company’s interest. A mortgagee or the assignee shall , which opinion may be liable to perform obligations under this Agreement only for and during the period it directly holds such interest or absolute title; provided, however, that such liability shall not include any liability for claims of the Issuer against the Company arising from provided by the Company’s failure to perform during the period prior to such mortgagee’s or assignee’s succession in-house counsel, to the effect that such assignment, lease, sublease, mortgage or sale has been duly authorized by the Company’s interest in , does not conflict with applicable federal or State law, and under this Agreement. Notwithstanding any other provisions in this Agreement to does not affect the contrary, except as otherwise set forth in the immediately preceding sentence and Section 8.06(c), no mortgagee or assignee shall be liable for the performance or observance of any status of the obligations or duties of the Company under this Agreement and the collateral assignment of this Agreement by the Company to any mortgagee or assignee shall not give rise to any duties or obligations whatsoever on the part of such mortgagee or assignee owing to the Issuer. In the event that any mortgagee or assignee is liable under this Agreement, liability in respect of any and all obligations of any such party under this Agreement shall be limited solely to such party’s interest in the Project (and no officer, director, employee, shareholder or agent thereof shall have any liability with respect thereto).Project

Assignment, Lease, Mortgage and Sale by the Company. The If the Company is not in default under this Agreement, the rights of the Company under this Agreement may be assigned, and the rights of the Company in the Project Property may be assigned, leased, subleased, mortgaged, encumbered or sold as a whole or in part by the Company. The Company mayNo such assignment, without the consent of the Issuer, sublease, mortgage or sell the Project Property and assign its rights under this Agreement in whole or in part. Notwithstanding the foregoing, any assignmentlease, sublease, mortgage or sale of Project Property which purports to will relieve the Company from liability for making payments of Rent or the Additional Payments and for the performance of its other obligations under this Agreement to the same extent as though no assignment, lease, sublease, mortgage or sale had been made, unless (i) such assignment, lease, sublease, mortgage or sale is to an affiliate (as such term is used in regulations pursuant to the Securities Exchange Act of 1934) of the Company, or (ii) with the written consent of the Issuer and its obligations the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. If an assignment is made to a person or entity that qualifies under Section 7.3(a)(i), then, in such event, the Company, as transferor, shall be relieved from all further liability under this Agreement from and after the effective date of such assignment the transferee shall thereafter be the "Company" for all purposes hereunder. If a transfer is consented to by the Project PropertyIssuer and the Purchaser under this Section 7.3(a)(ii), will require then, in such event, the assumption transferee shall thereafter be the "Company" for all purposes, but the transferor shall be relieved of all further liability under this Agreement from and after the effective date of such transfer only to such extent as may be set forth in writing such consent. To the extent required by the Purchaser or the Issuer, any assignee, lessee, sublessee or purchaser of all of the Company's interest in this Agreement or of the Project Property will assume in writing the obligations of the Company under this Agreement. The Company will, andnot more than sixty (60) nor less than thirty (30) days before the effective date of any assignment, only lease, sublease, mortgage, or sale described in Section 7.3(a), furnish or cause to be furnished to the Issuer and the Purchaser a true and substantially complete copy of such proposed assignment, lease, sublease, mortgage or purchase contract, and to the extent applicable, such assumption. On the effective date of any such assignment, lease, sublease, mortgage or sale, the Company will, at the request of the Issuer or the Purchaser and at the expense of the Company’s relief from liability for making payments of Rent and for the performance of its other obligations under this Agreement and its obligations for the Project Property, the consent of the Issuer. Any mortgagee or assignee that does not directly hold an interest in the Project Property or whose interest is held solely for security purposes shall have no obligation or liability under this Agreement prior deliver to the time the mortgagee or assignee directly holds requesting Party an interest in this Agreement or the mortgagee or assignee directly succeeds opinion of counsel to absolute title to the Company’s interest. A mortgagee or the assignee shall be liable to perform obligations under this Agreement only for and during the period it directly holds such interest or absolute title; provided, however, that such liability shall not include any liability for claims of the Issuer against the Company arising from the Company’s failure to perform during the period prior to such mortgagee’s or assignee’s succession to the Company’s interest in and under this Agreement. Notwithstanding any other provisions in this Agreement to the contrary, except as otherwise set forth in the immediately preceding sentence and Section 8.06(c), no mortgagee or assignee shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement and the collateral assignment of this Agreement by the Company to any mortgagee the effect that such assignment, lease, sublease, mortgage or assignee shall sale has been duly authorized by the Company, does not give rise to any duties violate with applicable federal or obligations whatsoever on State law, and does not affect the part status of such mortgagee or assignee owing to the Issuer. In the event that any mortgagee or assignee is liable under this Agreement, liability in respect of any and all obligations of any such party under this Agreement shall be limited solely to such party’s interest in the Project (and no officer, director, employee, shareholder or agent thereof shall have any liability with respect thereto)as a "project" under the Act.