Common use of Conditions to Permitted Transfers Clause in Contracts

Conditions to Permitted Transfers. At the request of Owner, Xxxxxx Xxx shall, from time to time, consent to Owner's sale and transfer of a Bond Property subject to Xxxxxx Mae credit enhancement (a "PROPOSED TRANSFER") to an independent third-party purchaser if Xxxxxx Xxx determines that each of the following conditions have been satisfied in full: (i) no Event of Default or Potential Event of Default shall have occurred and be continuing either immediately before or immediately after giving effect to the Proposed Transfer; (ii) at the time of such Proposed Transfer, Xxxxxx Mae continues to provide credit enhancement with respect to new bond transactions similar to the Related Bonds, pursuant to guaranteed mortgage pass-through certificates similar to the Related Xxxxxx Xxx Pass-Through Certificate and the provision of such credit enhancement continues to be permitted under the Xxxxxx Mae Charter Act; (iii) Owner shall either redeem or otherwise remove Bonds from the Xxxxxx Xxx Credit Facility and/or post cash collateral in a manner acceptable to Xxxxxx Mae, in either case in an amount equal to the Required Facility Reduction with respect to the Bond Property that is proposed to be transferred; the following shall be credited toward such Required Facility Reduction: (1) the amount of the Related Bonds outstanding immediately prior to the Proposed Transfer, PLUS (2) the amount of any other Bonds redeemed by Owner to obtain approval of the Proposed Transfer, PLUS (3) the amount of any Facility Reduction Cash Collateral posted by Owner to obtain approval for the Proposed Transfer; (iv) the proposed transferee shall be a Single-Purpose entity, shall not be an Affiliate of Owner, General Partner or any Guarantor and meets the eligibility, credit, management and otherwise satisfies the then applicable underwriting standards customarily applied by Xxxxxx Xxx for approval of new borrowers (the "PROPOSED TRANSFEREE"); (v) Owner causes to be submitted to Xxxxxx Mae all information required by Xxxxxx Xxx to evaluate the Proposed Transferee and the Bond Property proposed to be transferred as if a new loan were being made to the Proposed Transferee and secured by the Bond Property proposed to be transferred; (vi) at the time of such Proposed Transfer, the Bond Property proposed to be transferred shall be subject to re-underwriting in accordance with Xxxxxx Mae's then applicable standards (including satisfaction of loan to value ratio requirements, debt service coverage ratio requirements, physical maintenance requirements, replacement reserve requirements and all other applicable conditions, requirements and limitations) customarily applied by Xxxxxx Xxx for approval of new loans secured by liens on new Multifamily Residential Properties and such re-underwriting shall be conducted by or on behalf of Servicer and Xxxxxx Mae taking into account all facts and circumstances deemed relevant by Servicer and Xxxxxx Xxx; (vii) the Proposed Transferee shall: (1) assume all of the obligations of Owner under and with respect to the Related Bonds, the other Related Bond Documents, the Bond Property Loan Documents with respect to such Bond Property and the related Xxxxxx Mae credit enhancement pursuant to documentation in form and substance acceptable to Xxxxxx Xxx; (2) enter into a reimbursement agreement and such other documentation deemed necessary by Xxxxxx Mae to evidence and secure its reimbursement and other obligations to Xxxxxx Xxx; (3) agree to credit enhancement pricing that shall be determined by Xxxxxx Mae; and (4) amend, modify, supplement or amend and restate the Related Bond Documents and the Bond Property Loan Documents with respect to such Bond Property, all as deemed necessary by Xxxxxx Xxx; (viii) Owner shall have obtained the consent of the Issuer with respect to the Related Bonds, the Related Trustee and each other party to the Related Bond Documents and the Bond Property Loan Documents that is required under the terms of such documents to consent to a transfer of the Bond Property; (ix) all documentation relating to the foregoing shall be acceptable to Xxxxxx Mae in all respects, including legal opinions, release documentation and any amendments to this Agreement or the other Transaction Documents; (x) Owner or the Permitted Transferee shall have paid to Xxxxxx Xxx it customary transfer and assumption fees consisting of a $3000 non-refundable application fee and, upon completion of the Proposed Transfer transaction, a transfer fee equal to one percent (1%) of the Allocable Facility Amount of the Bond Property that is proposed to be transferred. In addition, Owner shall have paid to Xxxxxx Mae and Servicer, customary due diligence fees plus all out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by Xxxxxx Xxx or Servicer in connection with the foregoing, to the extent such expenses exceed $3000. Such additional amounts shall be paid by Owner on or prior to the closing date of the Proposed Transfer, or if such Proposed Transfer fails to close, within thirty (30) days of Owner's receipt of invoices therefor, and shall be payable regardless. of whether the Bond Property is or is not (for any reason) ultimately transferred; and (xi) Owner or the Permitted Transferee shall have paid to the appropriate parties all other fees, costs and expenses (including legal fees and expenses) payable by Owner to each of the related Issuer, the Related Trustee, the related Remarketing Agent, Xxxxxx Mae and Servicer under the terms of the Bond Property Loan Documents and the Bond Documents with respect to such Bond Property in connection with the Proposed Transfer.

Conditions to Permitted Transfers. At the request of Owner, Xxxxxx Xxx Fannie Mae shall, from time to time, consent to Owner's sale and transfer of a Bond Property subject to Xxxxxx Fannie Mae credit enhancement (a "PROPOSED TRANSFER") to an independent third-party purchaser if Xxxxxx Xxx Fannie Mae determines that each of the following conditions have been satisfied in full: (ia) no Event of Default or Potential Event of Default shall have occurred and be continuing either immediately before or immediately after giving effect to the Proposed Transfer; (iib) at the time of such Proposed Transfer, Xxxxxx Fannie Mae continues to provide credit enhancement enhancement, and if applicable, liquidity support, with respect to new bond transactions similar to the Related Bonds, pursuant to guaranteed mortgage pass-through certificates or collateral agreements, as the case may be, similar to the Related Xxxxxx Xxx Pass-Through Certificate Fannie Mae Collateral Agreement and the provision of such credit enhancement and liquidity support continues to be permitted under the Xxxxxx Fannie Mae Charter Act; (iiic) Owner shall either redeem or otherwise remove Bonds from the Xxxxxx Xxx Fannie Mae Credit Facility and/or post cash collateral in a manner acceptable to Xxxxxx Fannie Mae, in either 96 case in an amount equal to 110% of the Required Allocable Facility Reduction with respect to Amount of the Bond Property that is proposed to be transferred; the following , which redemption, removal or cash collateral requirement shall be credited toward such Required Facility Reduction: satisfied by (1i) the amount of the Related Bonds outstanding immediately prior to the Proposed Transfer, PLUS plus (2ii) the amount of any other Bonds redeemed or otherwise removed by Owner to obtain approval of the Proposed Transfersuch transfer, PLUS plus (3iii) the amount of any Facility Reduction Release Price Cash Collateral posted by Owner to obtain approval for the Proposed Transfer; (ivd) the proposed transferee shall be a Single-Purpose entity, shall not be an Affiliate of Owner, General Partner Owner or any Guarantor other Ambassador Party and meets shall meet the eligibility, credit, management and otherwise satisfies satisfy the then applicable underwriting standards customarily applied by Xxxxxx Xxx Fannie Mae for approval of new borrowers (the "PROPOSED TRANSFEREE"); (ve) Owner causes to be submitted to Xxxxxx Fannie Mae all information required by Xxxxxx Xxx Fannie Mae to evaluate the Proposed Transferee and the Bond Property proposed to be transferred as if a new loan were being made to the Proposed Transferee and secured by the Bond Property proposed to be transferred; (vif) at the time of such Proposed Transfer, the Bond Property proposed to be transferred shall be subject to re-underwriting in accordance with Xxxxxx Fannie Mae's then applicable standards (including satisfaction of loan to value ratio requirements, debt service coverage ratio requirements, physical maintenance requirements, replacement reserve requirements and all other applicable conditions, requirements and limitations) customarily applied by Xxxxxx Xxx Fannie Mae for approval of new loans secured by liens on new Multifamily Residential Properties and such re-underwriting shall be conducted by or on behalf of Servicer and Xxxxxx Fannie Mae taking into account all facts and circumstances deemed relevant by Servicer and Xxxxxx XxxFannie Mae; (viig) the Proposed Transferee shall: (1i) assume all of the obligations of Owner under and with respect to the Related Bonds, the other Related Bond Documents, the Bond Property Loan Documents with respect to such Bond Property and the related Xxxxxx Fannie Mae credit enhancement Facility pursuant to documentation in form and substance acceptable to Xxxxxx XxxFannie Mae; (2ii) enter into a reimbursement agreement and such other documentation deemed necessary by Xxxxxx Fannie Mae to evidence and secure its reimbursement and other obligations to Xxxxxx XxxFannie Mae; (3iii) agree to credit enhancement pricing and, if applicable, liquidity pricing that shall be determined by Xxxxxx Fannie Mae; and (4iv) amend, modify, supplement or amend and restate the Related Bond Documents and the Bond Property Loan Documents with respect to such Bond Property, all as deemed necessary by Xxxxxx XxxFannie Mae; (viii) Owner shall have obtained the consent of the Issuer with respect to the Related Bonds, the Related Trustee and each other party to the Related Bond Documents and the Bond Property Loan Documents that is required under the terms of such documents to consent to a transfer of the Bond Property; (ix) all documentation relating to the foregoing shall be acceptable to Xxxxxx Mae in all respects, including legal opinions, release documentation and any amendments to this Agreement or the other Transaction Documents; (x) Owner or the Permitted Transferee shall have paid to Xxxxxx Xxx it customary transfer and assumption fees consisting of a $3000 non-refundable application fee and, upon completion of the Proposed Transfer transaction, a transfer fee equal to one percent (1%) of the Allocable Facility Amount of the Bond Property that is proposed to be transferred. In addition, Owner shall have paid to Xxxxxx Mae and Servicer, customary due diligence fees plus all out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by Xxxxxx Xxx or Servicer in connection with the foregoing, to the extent such expenses exceed $3000. Such additional amounts shall be paid by Owner on or prior to the closing date of the Proposed Transfer, or if such Proposed Transfer fails to close, within thirty (30) days of Owner's receipt of invoices therefor, and shall be payable regardless. of whether the Bond Property is or is not (for any reason) ultimately transferred; and (xi) Owner or the Permitted Transferee shall have paid to the appropriate parties all other fees, costs and expenses (including legal fees and expenses) payable by Owner to each of the related Issuer, the Related Trustee, the related Remarketing Agent, Xxxxxx Mae and Servicer under the terms of the Bond Property Loan Documents and the Bond Documents with respect to such Bond Property in connection with the Proposed Transfer.

Conditions to Permitted Transfers. At the request of Ownerthe Borrowers, Xxxxxx Xxx Fannie Mae shall, from time to time, consent to Owner's the sale and transfer of a Bond Property subject to Xxxxxx Fannie Mae credit enhancement (a "PROPOSED TRANSFER") to an independent third-party purchaser if Xxxxxx Xxx Fannie Mae determines that each of the following conditions have been satisfied in full: (i) no Event of Default or Potential Event of Default shall have occurred and be continuing either immediately before or immediately after giving effect to the Proposed Transfer; (ii) at the time of such Proposed Transfer, Xxxxxx Fannie Mae continues to provide credit enhancement enhancement, and if applicable, liquidity support, with respect to new bond transactions similar to the Related Bonds, Bonds pursuant to guaranteed mortgage pass-through certificates or collateral agreements, as the case may be, similar to the Related Xxxxxx Xxx Pass-Through Certificate Fannie Mae Credit Enhancement Instrument and the provision of such credit enhancement and, if applicable, liquidity support, continues to be permitted under the Xxxxxx Fannie Mae Charter Act; (iii) Owner the Borrowers shall either redeem or otherwise remove Bonds from the Xxxxxx Xxx Fannie Mae Credit Facility and/or post cash collateral in a manner acceptable to Xxxxxx Fannie Mae, in either case in an amount equal to 110% of the Required Allocable Facility Reduction with respect to Amount of the Bond Property that is proposed to be transferred; the following , which redemption, removal or cash collateral requirement shall be credited toward such Required Facility Reduction: satisfied by (1) the amount of the Related Bonds outstanding immediately prior to the Proposed Transfer, PLUS plus (2) the amount of any other Bonds redeemed by Owner the Borrowers to obtain approval of the Proposed Transfer, PLUS plus (3) the amount of any Facility Reduction Release Price Cash Collateral posted by Owner the Borrowers to obtain approval for the Proposed Transfer; (iv) the Borrowers cause to be submitted to Fannie Mae all information required by Fannie Mae to evaluate the Proposed Transferee and the Bond Property as if (v) the proposed transferee shall be a Single-Purpose entity, shall not be an Affiliate of Owner, General Partner any Borrower or any Guarantor and meets the eligibility, credit, management and otherwise satisfies the then applicable underwriting standards customarily applied by Xxxxxx Xxx Fannie Mae for approval of new borrowers (the "PROPOSED TRANSFEREE"); (v) Owner causes to be submitted to Xxxxxx Mae all information required by Xxxxxx Xxx to evaluate the Proposed Transferee and the Bond Property proposed to be transferred as if a new loan were being made to the Proposed Transferee and secured by the Bond Property proposed to be transferred; (vi) at the time of such Proposed Transfer, the Bond Property proposed to be transferred shall be subject to re-underwriting in accordance with Xxxxxx Fannie Mae's then applicable standards (including satisfaction of loan to value ratio requirements, debt service coverage ratio requirements, physical maintenance requirements, replacement reserve requirements and all other applicable conditions, requirements and limitations) ), customarily applied by Xxxxxx Xxx Fannie Mae for approval of new loans secured by liens on new Multifamily Residential Properties and such re-underwriting shall be conducted by or on behalf of Servicer and Xxxxxx Fannie Mae taking into account all facts and circumstances deemed relevant by Servicer and Xxxxxx XxxFannie Mae; (vii) the Proposed Transferee shall: (1) assume assume, from and after the transfer date, all of the obligations of Owner the Borrowers under and with respect to the Related Bonds, the other Related Bond Documents, the Bond Property Loan Documents with respect to such Bond Property Property, and the related Xxxxxx Fannie Mae credit enhancement pursuant to documentation in form and substance acceptable to Xxxxxx XxxFannie Mae; (2) enter into a reimbursement agreement and such other documentation deemed necessary by Xxxxxx Fannie Mae to evidence and secure its reimbursement and other obligations to Xxxxxx XxxFannie Mae; (3) agree to credit enhancement pricing and, if applicable, liquidity pricing that shall be determined by Xxxxxx Fannie Mae; and (4) amend, modify, supplement or amend and restate the Related Bond Documents and the Bond Property Loan Documents with respect to such Bond Property, all as deemed necessary by Xxxxxx XxxFannie Mae; (viii) Owner the Borrowers shall have obtained the consent of the Issuer with respect to the Related Bonds, the Related Trustee and each other party to the Related Bond Documents and the Bond Property Loan Documents that if such consent to a transfer of a Bond Property is required under the terms of such documents to consent to a transfer of the Bond Propertydocuments; (ix) all documentation relating to the foregoing shall be acceptable to Xxxxxx Fannie Mae in all respects, including legal opinions, release documentation and any amendments to this Agreement or the other Transaction Documents; (x) Owner the Borrowers or the Permitted Transferee shall have paid to Xxxxxx Xxx it Fannie Mae its customary transfer and assumption fees consisting of a $3000 non-refundable application fee and, upon completion of the Proposed Transfer transaction, a transfer fee equal to one percent (1%) of the Allocable Facility Amount of the Bond Property that is 115 117 proposed to be transferred. In addition, Owner the Borrowers shall have paid or caused to Xxxxxx have been paid to Fannie Mae and Servicer, customary due diligence fees plus all out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by Xxxxxx Xxx Fannie Mae or Servicer in connection with the foregoing, to the extent such expenses exceed $3000. Such additional amounts shall be paid by Owner on or prior to the closing date of the Proposed Transfer, or if such Proposed Transfer fails to close, within thirty (30) days of Owner's Borrowers promptly upon receipt of invoices therefor, and shall be payable regardless. regardless of whether the Bond Property is or is not (for any reason) ultimately transferred; and (xi) Owner the Borrowers or the Permitted Transferee shall have paid to the appropriate parties all other fees, costs and expenses (including legal fees and expenses) payable by Owner the Borrowers to each of the related Issuer, the Related Trustee, the related Remarketing Agent, Xxxxxx Fannie Mae and Servicer under the terms of the Bond Property Loan Documents and the Bond Documents with respect to such Bond Property in connection with the Proposed Transfer.

Conditions to Permitted Transfers. At the request of Owner, Xxxxxx Xxx Fannie Mae shall, from time to time, consent to Owner's sale and transfer of a Bond Property subject to Xxxxxx Fannie Mae credit enhancement (a "PROPOSED TRANSFER") to an independent third-party purchaser if Xxxxxx Xxx Fannie Mae determines that each of the following conditions have been satisfied in full: (i) no Event of Default or Potential Event of Default shall have occurred and be continuing either immediately before or immediately after giving effect to the Proposed Transfer; (ii) at the time of such Proposed Transfer, Xxxxxx Fannie Mae continues to provide credit enhancement enhancement, and if applicable, liquidity support, with respect to new bond transactions similar to the Related Bonds, pursuant to guaranteed mortgage pass-through certificates or collateral agreements, as the case may be, similar to the Related Xxxxxx Xxx Pass-Through Certificate Fannie Mae Collateral Agreement and the provision of such credit enhancement and liquidity support continues to be permitted under the Xxxxxx Fannie Mae Charter Act; (iii) Owner shall either redeem or otherwise remove Bonds from the Xxxxxx Xxx Fannie Mae Credit Facility and/or post cash collateral in a manner acceptable to Xxxxxx Fannie Mae, in either case in an amount equal to 110% of the Required Allocable Facility Reduction with respect to Amount of the Bond Property that is proposed to be transferred; the following , which redemption, removal or cash collateral requirement shall be credited toward such Required Facility Reduction: satisfied by (1) the amount of the Related Bonds outstanding immediately prior to the Proposed Transfer, PLUS plus (2) the amount of any other Bonds redeemed by Owner to obtain approval of the Proposed Transfersuch transfer, PLUS plus (3) the amount of any Facility Reduction Release Price Cash Collateral posted by Owner to obtain approval for the Proposed Transfer; (iv) the proposed transferee shall be a Single-Purpose entity, shall not be an Affiliate of Owner, General Partner Owner or any Guarantor other EQR Party and meets the eligibility, credit, management and otherwise satisfies the then applicable underwriting standards customarily applied by Xxxxxx Xxx Fannie Mae for approval of new borrowers (the "PROPOSED TRANSFEREE"); (v) Owner causes to be submitted to Xxxxxx Fannie Mae all information required by Xxxxxx Xxx Fannie Mae to evaluate the Proposed Transferee and the Bond Property proposed to be transferred as if a new loan were being made to the Proposed Transferee and secured by the Bond Property proposed to be transferred; (vi) at the time of such Proposed Transfer, the Bond Property proposed to be transferred shall be subject to re-underwriting in accordance with Xxxxxx Fannie Mae's then applicable standards (including satisfaction of loan to value ratio requirements, debt service coverage ratio requirements, physical maintenance requirements, replacement reserve requirements and all other applicable conditions, requirements and limitations) customarily applied by Xxxxxx Xxx Fannie Mae for approval of new loans secured by liens on new Multifamily Residential Properties and such re-underwriting shall be conducted by or on behalf of Servicer and Xxxxxx Fannie Mae taking into account all facts and circumstances deemed relevant by Servicer and Xxxxxx XxxFannie Mae; (vii) the Proposed Transferee shall: (1) assume all of the obligations of Owner under and with respect to the Related Bonds, the other Related Bond Documents, the Bond Property Loan Documents with respect to such Bond Property and the related Xxxxxx Fannie Mae credit enhancement Facility pursuant to documentation in form and substance acceptable to Xxxxxx XxxFannie Mae; (2) enter into a reimbursement agreement and such other documentation deemed necessary by Xxxxxx Fannie Mae to evidence and secure its reimbursement and other obligations to Xxxxxx XxxFannie Mae; (3) agree to credit enhancement pricing and, if applicable, liquidity pricing that shall be determined by Xxxxxx Fannie Mae; and (4) amend, modify, supplement or amend and restate the Related Bond Documents and the Bond Property Loan Documents with respect to such Bond Property, all as deemed necessary by Xxxxxx XxxFannie Mae; (viii) Owner shall have obtained the consent of the Issuer with respect to the Related Bonds, the Related Trustee and each other party to the Related Bond Documents and the Bond Property Loan Documents that is required under the terms of such documents to consent to a transfer of the Bond Property; (ix) all documentation relating to the foregoing shall be acceptable to Xxxxxx Fannie Mae in all respects, including legal opinions, release documentation and any amendments to this Agreement or the other Transaction Documents;; and (x) Owner or the Permitted Transferee shall have paid to Xxxxxx Xxx Fannie Mae it customary transfer and assumption fees consisting of a $3000 non-refundable application fee and, upon completion of the Proposed Transfer transaction, a transfer fee equal to one percent (1%) of the Allocable Facility Amount of the Bond Property that is proposed to be transferred. In addition, Owner shall have paid to Xxxxxx Fannie Mae and Servicer, customary due diligence fees plus all out-of-pocket reasonable costs and expenses (including reasonable legal fees and expenses) incurred by Xxxxxx Xxx Fannie Mae or Servicer in connection with the foregoing, to the extent such expenses exceed $3000. Such additional amounts shall be paid by Owner on or prior to the closing date of the Proposed Transfer, or if such Proposed Transfer fails to close, within thirty (30) days of Owner's receipt of invoices therefortherefor (and if requested by Owner, reasonable supporting back-up materials evidencing such items), and shall be payable regardless. regardless of whether the Bond Property is or is not (for any reason) ultimately transferred; and (xi) Owner or the Permitted Transferee shall have paid to the appropriate parties all other fees, costs and expenses (including legal fees and expenses) payable by Owner to each of the related Issuer, the Related Trustee, the related Remarketing Agent, Xxxxxx Fannie Mae and Servicer under the terms of the Bond Property Loan Documents and the Bond Documents with respect to such Bond Property in connection with the Proposed Transfer.