Common use of ASSIGNMENT OF INTEREST IN THE SITE OR THE PROJECT Clause in Contracts

ASSIGNMENT OF INTEREST IN THE SITE OR THE PROJECT. 28.1 Without the prior written approval of the Commission (or the Commission’s Executive Director), which approval the Commission may withhold in its sole and absolute discretion, Borrower shall not (i) sell, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its interest in the Site or the Project (excluding Borrower leases pursuant to the terms hereof), (ii) permit the Transfer of greater than 49% of its ownership and/or control, in the aggregate, taking all transfers into account on a cumulative basis; or (iii) Transfer any of its rights or obligations under the HOME Loan Documents. Notwithstanding the foregoing, Commission hereby consents to the events described in the last paragraph of Section 14.0 hereof, if applicable, without Borrower obtaining any further consent from Commission. Borrower hereby agrees that any purported Transfer not approved by Commission as required herein shall be ipso facto null and void, and no voluntary or involuntary successor to any interest of Borrower under such a proscribed Transfer shall acquire any rights pursuant to this Agreement. 28.2 At any time Borrower desires to effect a Transfer hereunder, Borrower shall notify Commission in writing (the "Transfer Notice") and shall submit to Commission for its prior written approval (i) all proposed agreements and documents (collectively, the "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances surrounding such proposed Transfer, and (ii) a certificate setting forth representations and warranties by Borrower and the proposed transferee to Commission sufficient to establish and insure that all requirements of this Section 28 have been and will be met. No Transfer Documents shall be approved by Commission unless they expressly provide for the assumption by the proposed transferee of all of Borrower's obligations under the HOME Loan Documents. The Transfer Notice shall include a request that Commission consent to the proposed Transfer. Commission agrees to make its decision on Borrower's request for consent to such Transfer, as promptly as possible, and, in any event, not later than thirty (30) days after Commission receives the last of the items required by this Section 29 In the event Commission consents to a proposed Transfer, then such Transfer shall not be effective unless and until Commission receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Borrower to Commission. From and after the effective date of any such Transfer, Borrower shall be released from its obligations under the HOME Loan Documents accruing subsequent such effective date. 28.3 Notwithstanding anything in this Agreement, Borrower agrees that it shall not be permitted to make any Transfer, whether or not Commission consent is required therefore and even if Commission has consented thereto, if there exists an Event of Default under this Agreement at the time the Transfer Notice is tendered to Commission or at any time thereafter until such Transfer is to be effective. 28.4 The provisions of this Section 28 shall apply to each successive Transfer and proposed transferee in the same manner as initially applicable to Borrower under the terms set forth herein. 28.5 Notwithstanding anything in this section to the contrary, so long as the Project contemplated by this Agreement is encumbered by a HUD Deed of Trust and/or Regulatory Agreement, any proposed transferee or assignee must have the prior written consent of HUD. 28.6 Notwithstanding anything in this Section 28 to the contrary, the Borrower shall at all times have the right to convey the Site to HUD or its transferee, and, during the term of the HUD Capital Advance Documents, so long as any portion of the HUD Section 202/811 Capital Advance Documents remain outstanding and the HUD Regulatory Agreement is in effect, Commission shall approve any sale, transfer, conveyance or assignment of the Site that first has been approved in writing by HUD; provided, however, that in the event of such sale, transfer, conveyance or assignment, the Developer shall not be released from any obligation under this Agreement without the prior written consent of Commission, including without limitation the obligation to pay all principal and accrued interest of the HOME Loan.

ASSIGNMENT OF INTEREST IN THE SITE OR THE PROJECT. 28.1 Without 32.1 Except as provided for in Section 16.0, without the prior written approval of the Commission (or the Commission’s Executive Director), which approval the Commission may withhold in its sole and absolute discretion, Borrower shall not (i) sell, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its interest in the Site or the Project (excluding Borrower tenant leases pursuant to the terms hereof), (ii) permit the Transfer of greater than 49% of its ownership and/or control, in the aggregate, taking all transfers into account on a cumulative basis; or (iii) Transfer any of its rights or obligations under the HOME Loan Documents. Notwithstanding the foregoing, the Commission hereby consents to the events described in the last paragraph of Section 14.0 hereof, if applicable, 16.0 hereof without Borrower obtaining any further consent from the Commission. Borrower hereby agrees that any purported Transfer not approved by the Commission as required herein shall be ipso facto null and void, and no voluntary or involuntary successor to any interest of Borrower under such a proscribed Transfer shall acquire any rights pursuant to this Agreement. 28.2 32.2 At any time Borrower desires to effect a Transfer hereunder, Borrower Xxxxxxxx shall notify the Commission in writing (the "Transfer Notice") and shall submit to the Commission for its prior written approval approval (i) all proposed agreements and documents (collectively, the "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances surrounding such proposed Transfer, and (ii) a certificate setting forth representations and warranties by Borrower and the proposed transferee to the Commission sufficient to establish and insure that all requirements of this Section 28 32 have been and will be met. No Transfer Documents shall be approved by the Commission unless they expressly provide for the assumption by the proposed transferee of all of Borrower's obligations under the HOME Loan Documents. The Transfer Notice shall include a request that the Commission consent to the proposed Transfer. The Commission agrees to make its decision on BorrowerXxxxxxxx's request for consent to such Transfer, as promptly as possible, and, in any event, not later than thirty (30) days after the Commission receives the last of the items required by this Section 29 32. In the event the Commission consents to a proposed Transfer, then such Transfer shall not be effective unless and until the Commission receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Borrower to the Commission. From and after the effective date of any such Transfer, Borrower shall be released from its obligations under the HOME Loan Documents accruing subsequent such effective dateDocuments. 28.3 32.3 Notwithstanding anything in this Agreement, Borrower Xxxxxxxx agrees that it shall not be permitted to make any Transfer, whether or not the Commission consent is required therefore therefor and even if the Commission has consented thereto, if there exists an Event of Default under this Agreement at the time the Transfer Notice is tendered to The Commission or at any time thereafter until such Transfer is to be effective, except as provided for in Section 16.0 hereof. 28.4 32.4 The provisions of this Section 28 32 shall apply to each successive Transfer and proposed transferee in the same manner as initially applicable to Borrower under the terms set forth herein. 28.5 Notwithstanding anything in this section to the contrary, so long as the Project contemplated by this Agreement is encumbered by a HUD Deed of Trust and/or Regulatory Agreement, any proposed transferee or assignee must have the prior written consent of HUD. 28.6 Notwithstanding anything in this Section 28 to the contrary, the Borrower shall at all times have the right to convey the Site to HUD or its transferee, and, during the term of the HUD Capital Advance Documents, so long as any portion of the HUD Section 202/811 Capital Advance Documents remain outstanding and the HUD Regulatory Agreement is in effect, Commission shall approve any sale, transfer, conveyance or assignment of the Site that first has been approved in writing by HUD; provided, however, that in the event of such sale, transfer, conveyance or assignment, the Developer shall not be released from any obligation under this Agreement without the prior written consent of Commission, including without limitation the obligation to pay all principal and accrued interest of the HOME Loan.

ASSIGNMENT OF INTEREST IN THE SITE OR THE PROJECT. 28.1 15.1 Without the prior written approval of the Commission First 5 LA (or the CommissionFirst 5 LA’s Chief Executive DirectorOfficer), which approval the Commission First 5 LA may withhold in its sole and absolute discretion, Borrower shall not (i) directly or indirectly, by operation of law, voluntarily or involuntarily, sell, gift, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its interest in the Site or the Project (excluding Borrower tenant leases pursuant to the terms hereof), ; (ii) permit the Transfer of greater than forty-nine percent (49% %) of its ownership and/or control, in the aggregate, taking all transfers into account on a cumulative basis; or (iii) Transfer any of its rights or obligations under the HOME Loan Documents. Notwithstanding the foregoing, Commission First 5 LA hereby consents to the events described in the last paragraph of Section 14.0 hereof, if applicable, 15.5 hereof without Borrower obtaining any further consent from CommissionFirst 5 LA. Borrower hereby agrees that any purported Transfer not approved by Commission First 5 LA as required herein shall be (unless First 5 LA elects to the contrary in its sole discretion) ipso facto null and void, and no voluntary or involuntary successor to any interest of Borrower under such a proscribed Transfer shall acquire any rights pursuant to this Agreement. 28.2 15.2 At any time Borrower desires to effect a Transfer hereunder, Borrower shall notify Commission First 5 LA in writing (the "Transfer Notice") and shall submit to Commission First 5 LA for its prior written approval approval (i) all proposed agreements and documents (collectively, the "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances surrounding sur- rounding such proposed Transfer, and (ii) a certificate setting forth representations and warranties by Borrower and the proposed transferee to Commission First 5 LA sufficient to establish and insure ensure that all requirements of this Section 28 15 have been and will be met. No Transfer Documents shall be approved by Commission First 5 LA unless they expressly provide for the assumption by the proposed transferee of all of Borrower's obligations under the HOME Loan Documents. The Transfer Notice shall include a request that Commission First 5 LA consent to the proposed Transfer. Commission First 5 LA agrees to make its decision on Borrower's request for consent to such TransferTransfer promptly, as promptly as possible, and, in any event, and use reasonable efforts to respond not later than thirty (30) days after Commission First 5 LA receives the last of the items required by this Section 29 15. In the event Commission First 5 LA consents to a proposed Transfer, then such Transfer shall not be effective unless and until Commission First 5 LA receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Borrower to CommissionFirst 5 LA. From and after the effective date of any such Transfer, Borrower shall be released from its obligations under the HOME Loan Documents accruing subsequent such effective date. 28.3 15.3 Notwithstanding anything in this AgreementAgreement to the contrary, Borrower agrees that it shall not be permitted to make any Transfer, whether or not Commission First 5 LA’s consent is required therefore and even if Commission First 5 LA has consented thereto, if there exists an Event of Default under this Agreement at the time the Transfer Notice is tendered to Commission First 5 LA or at any time thereafter until such Transfer is to be effectiveEvent of Default has been cured. 28.4 15.4 The provisions of this Section 28 15 shall apply to each successive Transfer and proposed transferee in the same manner as initially applicable to Borrower under the terms set forth herein. 28.5 15.5 Notwithstanding anything in this section the foregoing, if the Project receives funding through an allocation of LIHTCs, First 5 LA hereby consents to the contrary, so long as following transfers in furtherance of such financing: (i) syndication of limited partnership interests in Borrower to an equity investor and subsequent transfers of limited partnership interests; (ii) the grant and exercise of a purchase option and/or right of first refusal with respect to the Project contemplated by this Agreement is encumbered by a HUD Deed from Borrower to its general partners, which may involve the sale of Trust Borrower’s interest in the Site or the Project and / or the Transfer of greater than forty-nine percent (49%) of its ownership and/or Regulatory Agreement, any proposed transferee or assignee must have control; and (iii) removal of the prior written consent general partner of HUD. 28.6 Notwithstanding anything in this Section 28 Borrower pursuant to the contrary, the Borrower shall at all times have the right to convey the Site to HUD or its transferee, and, during the term terms of the HUD Capital Advance Documentslimited partnership agreement of Borrower, so long as any portion of it may be amended from time to time, provided that the HUD Section 202/811 Capital Advance Documents remain outstanding and the HUD Regulatory Agreement is in effectreplacement general partner shall be approved by First 5 LA, Commission shall approve any sale, transfer, conveyance or assignment of the Site that first has been approved in writing by HUD; provided, however, that in the event of such sale, transfer, conveyance or assignment, the Developer which approval shall not be released from unreasonably withheld. Notwithstanding the above, Borrower shall notify First 5 LA that Borrower intends to pursue such transfers of partnership interest at least sixty (60) days before the scheduled date of such transfers and shall comply with the provisions of Sections 10.18 and 15.2; further, if the general partner is being replaced, Borrower shall provide evidence acceptable to First 5 LA with regard to such successor general partner’s financial capability, management experience and history of compliance with affordable housing, landlord/ tenant, and health and safety laws, and such other information as requested by First 5 LA. 15.6 Borrower shall use its best efforts to provide First 5 LA concurrently with the closing of any obligation under this Agreement without Transfer (but in no event later than 30 days after the prior written consent closing of Commissionsuch Transfer) copies of all documents pertaining to the transaction, including without limitation any amendments to the obligation to pay all principal and accrued interest organizational documents of the HOME LoanBorrower or any constituent partners or members.

ASSIGNMENT OF INTEREST IN THE SITE OR THE PROJECT. 28.1 30.1 Without the prior written approval of the Commission (or the Commission’s Executive Director)COUNTY, which approval the Commission COUNTY may withhold in its sole and absolute discretion, Borrower shall not during the term of the CC&R’s (i) sell, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its interest in the Development Site or the Project (excluding Borrower leases pursuant to the terms hereof), Project; (ii) permit the Transfer of greater than 49% of its ownership and/or control, in the aggregate, taking all transfers into account on a cumulative basis; or (iii) Transfer any of its rights or obligations under the HOME Loan Documents. Notwithstanding the foregoing, Commission hereby consents to the events described in the last paragraph of Section 14.0 hereof, if applicable, without Borrower obtaining any further consent from Commission. Borrower hereby agrees that any purported Transfer not approved by Commission COUNTY as required herein shall be ipso facto null and void, and no voluntary or involuntary successor to any interest of Borrower under such a proscribed Transfer shall acquire any rights pursuant to this Agreement. 28.2 30.2 At any time Borrower desires to effect a Transfer hereunder, Borrower it shall notify Commission COUNTY in writing (the "Transfer Notice") and shall submit to Commission COUNTY for its prior written approval approval (i) all proposed agreements and documents (collectively, the "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances surrounding such proposed Transfer, and (ii) a certificate setting forth representations and warranties by Borrower and the proposed transferee to Commission COUNTY sufficient to establish and insure that all requirements of this Section 28 30 have been and will be met. No Transfer Documents shall be approved by Commission COUNTY unless they expressly provide for the assumption by the proposed transferee of all of Borrower's obligations under the HOME Loan Documents. The Transfer Notice shall include a request that Commission COUNTY consent to the proposed Transfer. Commission COUNTY agrees to make its decision on Borrower's request for consent to such Transfer, as promptly as possible, and, in any event, not later than thirty (30) days after Commission COUNTY receives the last of the items required by this Section 29 30. In the event Commission COUNTY consents to a proposed Transfer, then such Transfer shall not be effective unless and until Commission COUNTY receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Borrower to Commission. From and after the effective date of any such Transfer, Borrower shall be released from its obligations under the HOME Loan Documents accruing subsequent such effective dateCOUNTY. 28.3 30.3 Notwithstanding anything in this AgreementAgreement which may be or appear to be to the contrary, Borrower agrees that it Borrower shall not be permitted to make any Transfer, whether or not Commission COUNTY consent is required therefore therefor and even if Commission COUNTY has consented thereto, if when there exists an Event of Default under this Agreement at the time the Transfer Notice is tendered to Commission COUNTY or at any time thereafter until such Transfer Event of Default is to be effectivecured. 28.4 30.4 The provisions of this Section 28 30 shall apply to each successive Transfer and proposed transferee in the same manner as initially applicable to Borrower under the terms set forth herein. 28.5 Notwithstanding anything in this section to the contrary, so long as the Project contemplated by this Agreement is encumbered by a HUD Deed of Trust and/or Regulatory Agreement, any proposed transferee or assignee must have the prior written consent of HUD. 28.6 Notwithstanding anything in this Section 28 to the contrary, the Borrower shall at all times have the right to convey the Site to HUD or its transferee, and, during the term of the HUD Capital Advance Documents, so long as any portion of the HUD Section 202/811 Capital Advance Documents remain outstanding and the HUD Regulatory Agreement is in effect, Commission shall approve any sale, transfer, conveyance or assignment of the Site that first has been approved in writing by HUD; provided, however, that in the event of such sale, transfer, conveyance or assignment, the Developer shall not be released from any obligation under this Agreement without the prior written consent of Commission, including without limitation the obligation to pay all principal and accrued interest of the HOME Loan.

ASSIGNMENT OF INTEREST IN THE SITE OR THE PROJECT. 28.1 29.1 Without the prior written approval of the Commission (or the Commission’s Executive Director), which approval the Commission may withhold in its sole and absolute discretion, Borrower shall not (i) sell, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its interest in the Site or the Project (excluding Borrower leases pursuant to the terms hereof), (ii) permit the Transfer of greater than 49% of its ownership and/or control, in the aggregate, taking all transfers into account on a cumulative basis; or (iii) Transfer any of its rights or obligations under the HOME Loan Documents. Notwithstanding the foregoing, Commission hereby consents to the events described in the last paragraph of Section 14.0 hereof, if applicable, without Borrower obtaining any further consent from Commission. Borrower hereby agrees that any purported Transfer not approved by Commission as required herein shall be ipso facto null and void, and no voluntary or involuntary successor to any interest of Borrower under such a proscribed Transfer shall acquire any rights pursuant to this Agreement. 28.2 29.2 At any time Borrower desires to effect a Transfer hereunder, Borrower shall notify Commission in writing (the "Transfer Notice") and shall submit to Commission for its prior written approval approval (i) all proposed agreements and documents (collectively, the "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances surrounding such proposed Transfer, and (ii) a certificate setting forth representations and warranties by Borrower and the proposed transferee to Commission sufficient to establish and insure that all requirements of this Section 28 29 have been and will be met. No Transfer Documents shall be approved by Commission unless they expressly provide for the assumption by the proposed transferee of all of Borrower's obligations under the HOME Loan Documents. The Transfer Notice shall include a request that Commission consent to the proposed Transfer. Commission agrees to make its decision on Borrower's request for consent to such Transfer, as promptly as possible, and, in any event, not later than thirty (30) days after Commission receives the last of the items required by this Section 29 In the event Commission consents to a proposed Transfer, then such Transfer shall not be effective unless and until Commission receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Borrower to Commission. From and after the effective date of any such Transfer, Borrower shall be released from its obligations under the HOME Loan Documents accruing subsequent such effective date. 28.3 29.3 Notwithstanding anything in this Agreement, Borrower agrees that it shall not be permitted to make any Transfer, whether or not Commission consent is required therefore and even if Commission has consented thereto, if there exists an Event of Default under this Agreement at the time the Transfer Notice is tendered to Commission or at any time thereafter until such Transfer is to be effective. 28.4 29.4 The provisions of this Section 28 29 shall apply to each successive Transfer and proposed transferee in the same manner as initially applicable to Borrower under the terms set forth herein. 28.5 Notwithstanding anything in this section to the contrary, so long as the Project contemplated by this Agreement is encumbered by a HUD Deed of Trust and/or Regulatory Agreement, any proposed transferee or assignee must have the prior written consent of HUD. 28.6 Notwithstanding anything in this Section 28 to the contrary, the Borrower shall at all times have the right to convey the Site to HUD or its transferee, and, during the term of the HUD Capital Advance Documents, so long as any portion of the HUD Section 202/811 Capital Advance Documents remain outstanding and the HUD Regulatory Agreement is in effect, Commission shall approve any sale, transfer, conveyance or assignment of the Site that first has been approved in writing by HUD; provided, however, that in the event of such sale, transfer, conveyance or assignment, the Developer shall not be released from any obligation under this Agreement without the prior written consent of Commission, including without limitation the obligation to pay all principal and accrued interest of the HOME Loan.

ASSIGNMENT OF INTEREST IN THE SITE OR THE PROJECT. 28.1 29.1 Without the prior written approval of the Commission (or the Commission’s Executive Director), which approval the Commission may withhold in its sole and absolute discretion, Borrower shall not (i) sell, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its interest in the Site or the Project (excluding Borrower leases pursuant to the terms hereof), (ii) permit the Transfer of greater than 49% of its ownership and/or control, in the aggregate, taking all transfers into account on a cumulative basis; or (iii) Transfer any of its rights or obligations under the HOME Loan Documents. Notwithstanding the foregoing, Commission hereby consents to the events described in the last paragraph of Section 14.0 hereof, if applicable, without Borrower obtaining any further consent from Commission. Borrower hereby agrees that any purported Transfer not approved by Commission as required herein shall be ipso facto null and void, and no voluntary or involuntary successor to any interest of Borrower under such a proscribed Transfer shall acquire any rights pursuant to this Agreement. 28.2 29.2 At any time Borrower desires to effect a Transfer hereunder, Borrower shall notify Commission in writing (the "Transfer Notice") and shall submit to Commission for its prior written approval approval (i) all proposed agreements and documents (collectively, the "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances surrounding such proposed Transfer, and (ii) a certificate setting forth representations and warranties by Borrower and the proposed transferee to Commission sufficient to establish and insure that all requirements of this Section 28 29 have been and will be met. No Transfer Documents shall be approved by Commission unless they expressly provide for the assumption by the proposed transferee of all of Borrower's obligations under the HOME Loan Documents. The Transfer Notice shall include a request that Commission consent to the proposed Transfer. Commission agrees to make its decision deci- sion on Borrower's request for consent to such Transfer, as promptly as possible, and, in any event, not later than thirty (30) days after Commission receives the last of the items required by this Section 29 In the event Commission consents to a proposed Transfer, then such Transfer shall not be effective unless and until Commission receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Borrower to Commission. From and after the effective date of any such Transfer, Borrower shall be released from its obligations under the HOME Loan Documents accruing subsequent such effective date. 28.3 29.3 Notwithstanding anything in this Agreement, Borrower agrees that it shall not be permitted to make any Transfer, whether or not Commission consent is required therefore and even if Commission has consented thereto, if there exists an Event of Default under this Agreement at the time the Transfer Notice is tendered to Commission or at any time thereafter until such Transfer is to be effective. 28.4 29.4 The provisions of this Section 28 29 shall apply to each successive Transfer and proposed transferee in the same manner as initially applicable to Borrower under the terms set forth herein. 28.5 Notwithstanding anything in this section to the contrary, so long as the Project contemplated by this Agreement is encumbered by a HUD Deed of Trust and/or Regulatory Agreement, any proposed transferee or assignee must have the prior written consent of HUD. 28.6 Notwithstanding anything in this Section 28 to the contrary, the Borrower shall at all times have the right to convey the Site to HUD or its transferee, and, during the term of the HUD Capital Advance Documents, so long as any portion of the HUD Section 202/811 Capital Advance Documents remain outstanding and the HUD Regulatory Agreement is in effect, Commission shall approve any sale, transfer, conveyance or assignment of the Site that first has been approved in writing by HUD; provided, however, that in the event of such sale, transfer, conveyance or assignment, the Developer shall not be released from any obligation under this Agreement without the prior written consent of Commission, including without limitation the obligation to pay all principal and accrued interest of the HOME Loan.