Common use of Consent to Prohibited Transfers Clause in Contracts

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Section; (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx Mae; (v) Lender’s receipt of all of the following: (1) a transfer fee equal to one (1) percent of the Commitment immediately prior to the transfer. (2) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 13.21 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has Parties have satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 13.21(c); (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, Borrower Parties in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may beParties, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s receipt of all of the following: (1A) a transfer fee equal to one (1) 1 percent of the Commitment immediately prior to the transfer. (2B) In addition, Borrower Parties shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 13.21 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 13.21(c); (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, Borrower in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may beBorrower, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s receipt of all of the following: (1A) a transfer fee equal to one (1) 1 percent of the Commitment immediately prior to the transfer. (2B) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section if, prior to the Transfer, Borrower Borrower, Sun or Guarantorthe OP, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Section; (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers Borrower, Sun or guarantorsthe OP, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower Borrower, Sun or Guarantorthe OP, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s 's receipt of all of the following: (1A) a transfer fee equal to one (1) 1 percent of the Commitment Outstanding principal balance of the Advances immediately prior to the transfer. (2B) In addition, Borrower shall be required to reimburse Lender for all of Lender’s 's reasonable out-of-pocket costs (including reasonable attorneys’ ' fees) incurred in reviewing and documenting the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section Sections 8.12 and 8.13 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied or caused to be satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Section; (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx Mae of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeXxx; (v) Lender’s receipt of all of the following: (1) a transfer fee equal to one (1) percent of the Commitment immediately prior to unpaid Outstanding principal balance of the transferTerm Loan. (2) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request; (vi) the Transfer will not result in a significant modification under Section 1001 of the Internal Revenue Code of any Fixed Loan or any Variable Loan that has been securitized in a mortgage-backed security.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 6.13 if, prior to the Transfer, the relevant Borrower or Guarantor, as the case may be, Party has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 6.13; (ii) the absence of any Event of Default; (iii) the neither transferee nor guarantor is directly or indirectly owned by nor is a Prohibited Person and each meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily propertiesMultifamily Residential Properties; (iv) in the case of a Transfer of direct or indirect ownership interests Ownership Interests in Borrower or GuarantorParty, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) in the event such Transfer of direct or indirect Ownership Interests in Borrower, IDOT Guarantor or Guarantor results in (A) a Change of Control or (B) a Transfer of a Mortgaged Property, such Transfer must include all Mortgaged Properties in a Collateral Pool; (vi) Lender’s receipt of all of the following: (1A) in the case of a Transfer or assumption of an entire Collateral Pool or Pools, but not the Transfer or full assumption of the Credit Facility, a transfer fee equal to one percent (1%) percent of the Commitment Loans Outstanding under such Collateral Pool or Pools immediately prior to the transferTransfer, and in all other cases, a transfer fee equal to 25 basis points (0.25%) of the Loans Outstanding under this Agreement immediately prior to the Transfer. (2B) In addition, Borrower shall be required to reimburse on demand Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request. (vii) Lender determines that the Transfer shall not result in a “significant modification,” as defined under applicable Treasury Regulations, of any Loan that has been securitized in an MBS.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 6.13 if, prior to the Transfer, the relevant Borrower or Guarantor, as the case may be, Party has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 6.13; (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibilityeligibility (including the requirement that the proposed transferee is not a Prohibited Person), credit, management and other standards (including any standards with respect to previous relationships between Lender or Xxxxxx Xxx and the transferee and the organization of the transferee) customarily applied by Lender or Xxxxxx Mae at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily propertiesMultifamily Residential Properties; (iv) in the case of a Transfer of direct or indirect ownership interests Ownership Interests in Borrower or GuarantorParty, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or and Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and Xxxxxx Mae and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) in the event such Transfer of direct or indirect Ownership Interests in Borrower, IDOT Guarantor or Guarantor results in (i) a Change of Control or (ii) a Transfer of a Mortgaged Property, (such Transfer must include all Mortgaged Properties in a Collateral Pool); (vi) Lender’s receipt of all of the following: (1A) in the case of a Transfer or assumption of an entire Collateral Pool or Pools, but not the Transfer or full assumption of the Credit Facility, a transfer fee equal to one percent (1%) percent of the Commitment Loans Outstanding under such Collateral Pool or Pools immediately prior to the transferTransfer, and in all other cases, a transfer fee equal to 25 basis points (0.25%) of the Loans Outstanding under this Agreement immediately prior to the Transfer. (2B) In addition, Borrower shall be required to reimburse on demand Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 13.21 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 13.21(c); (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may beREIT, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s 's receipt of all of the following: (1A) a transfer fee equal to one (1) 1 percent of the Commitment immediately prior to the transfer. (2B) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable 's out-of-pocket costs (including reasonable attorneys’ ' fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 13.21 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 13.21(c); (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, Borrower in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may beBorrower, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) The Transfer will not result in a significant modification under Section 1001 of the Internal Revenue Code of any Advance that has been securitized in a mortgage-backed security; (vi) Lender’s receipt of all of the following: (1A) a transfer fee equal to one percent (1%) percent of the Commitment immediately prior to the transfer. (2B) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 7.14 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 7.14; (ii) the absence of any Event of Default or Potential Event of Default; (iii) the transferee meets all of the eligibilityeligibility (including the requirement that the proposed transferee is not a Prohibited Person), credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection Colonial/PNC ARCS — Master Credit Facility Agreement with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests Ownership Interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s receipt of all of the following: (1A) a transfer fee equal to one percent (1%) percent of the Commitment Advances Outstanding immediately prior to the transfer.Transfer; (2B) a $3,000 review fee; and (C) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Section; (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers Borrower or guarantorsGuarantor, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s 's receipt of all of the following: (1A) a transfer fee equal to one (1) 1 percent of the Commitment immediately prior to the transfer. (2B) In addition, Borrower shall be required to reimburse Lender for all of Lender’s 's reasonable out-of-pocket costs (including reasonable attorneys’ ' fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section Sections 8.12 and 8.13 if, prior to the Transfer, Borrower has satisfied or Guarantor, as the case may be, has caused to be satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Section; (ii) the absence of any Event of Default; (iii) the transferee and any guarantor is not directly or indirectly owned by and is not a Prohibited Person and meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily propertiesSeniors Housing Facilities; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may beBorrower, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement agreement, guaranty or any other required loan documents, as applicable, that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument Agreement or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s receipt of all of the following: (1A) a transfer fee equal to one percent (1%) percent of the Commitment immediately prior to unpaid Outstanding principal balance of the transferTerm Loan. (2B) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request. (vi) The Transfer will not result in a significant modification under Section 1001 of the Internal Revenue Code of any Fixed Loan or any Variable Loan that has been securitized in a mortgage-backed security.

Consent to Prohibited Transfers. Lender Xxxxxx Xxx may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 6.13 if, prior to the Transfer, the relevant Borrower or Guarantor, as the case may be, Party has satisfied each of the following requirements: (ia) the submission to Lender Xxxxxx Mae of all information required by Lender Xxxxxx Xxx to make the determination required by this SectionSection 6.13; (iib) the absence of any Event of Default; (iiic) the neither transferee nor guarantor is directly or indirectly owned by nor is a Prohibited Person and each meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender Xxxxxx Mae and the transferee and the organization of the transferee) customarily applied by Lender Xxxxxx Xxx at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily propertiesMultifamily Residential Properties; (ivd) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx Mae of an assumption agreement that is acceptable to Lender Xxxxxx Xxx and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx Mae; (ve) Lenderin the case of a Transfer of direct or indirect Ownership Interests in Borrower Party, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee or one (1) or more individuals or entities acceptable to Xxxxxx Xxx of an assumption agreement that is acceptable to Xxxxxx Mae and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Xxxxxx Xxx; (f) in the event such Transfer of direct or indirect Ownership Interests in Borrower, IDOT Guarantor or Guarantor results in (1) a Change of Control or (2) a Transfer of a Mortgaged Property, such Transfer must include all Mortgaged Properties in a Collateral Pool; (g) Xxxxxx Mae’s receipt of all of the following: (1i) in the case of a Transfer or assumption of an entire Collateral Pool or Pools, but not the Transfer or full assumption of the Credit Facility, a transfer fee equal to one percent (1%) percent of the Commitment Loans Outstanding under such Collateral Pool or Pools immediately prior to the transferTransfer, and in all other cases, a transfer fee equal to 25 basis points (0.25%) of the Loans Outstanding under this Agreement immediately prior to the Transfer. (2ii) In addition, Borrower shall be required to reimburse Lender on demand Xxxxxx Xxx for all of LenderXxxxxx Mae’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request. (h) Xxxxxx Xxx determines that the Transfer shall not result in a “significant modification,” as defined under applicable Treasury Regulations, of any Loan that has been securitized in an MBS.

Consent to Prohibited Transfers. Lender Xxxxxx Mae may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 2.7(3) if, prior to the Transfer, the Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (ia) the submission to Lender Xxxxxx Xxx of all information required by Lender Xxxxxx Mae to make the determination required by this SectionSection 2.7(3); (iib) the absence of any Event of Default; (iiic) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender Xxxxxx Xxx and the transferee and the organization of the transferee) customarily applied by Lender Xxxxxx Mae at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (ivd) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may beany Borrower, if transferor or any other person has obligations under any Loan Borrower Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender Xxxxxx Mae and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Borrower Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Borrower Document which previously may have been waived by Lender and/or Xxxxxx MaeXxx; (ve) LenderXxxxxx Mae’s receipt of all of the following: (1i) a transfer fee equal to one (1) percent of the Commitment aggregate outstanding principal amount of the Bonds immediately prior to the transfer. (2ii) In addition, the Borrower shall be required to reimburse Lender Xxxxxx Xxx for all of LenderXxxxxx Mae’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, (except ------------------------------- as provided in clause (xi) of paragraph (b) of this Section 13.09) in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 13.09 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has TC Parties have satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 13.09(c); (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, TC Parties in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may beTC Parties, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s 's receipt of all of the following: (1A) except with respect to Transfers (i) permitted under Section 13.06(f), (ii) in clause (xi) of paragraph (b) of this Section 13.09, or (iii) in connection with a conversion of the type described in clause (v) of the definition of Transfer, provided such Transfer is to one or more Affiliates of a TC Party and provided further that the Ownership Interests in such Affiliates are, directly or indirectly, 100% owned by either or both of the REIT or the Operating Partnership, a transfer fee equal to one (1) 1 percent of the Commitment Advances Outstanding immediately prior to the transfer. (2B) In addition, Borrower TC Parties shall be required to reimburse Lender for all of Lender’s 's reasonable out-of-pocket costs (including reasonable attorneys’ ' fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section Sections 8.12 and 8.13 if, prior to the Transfer, Borrower or GuarantorKey Principal, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Section; (ii) the absence of any Event of Default; (iii) the transferee and any Key Principal is not directly or indirectly owned by and is not a Prohibited Person and meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantorskey principals, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily propertiesSeniors Housing Facilities; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or GuarantorKey Principal, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx Fxxxxx Mxx of an assumption agreement agreement, and any other required loan documents, as applicable, that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument Agreement or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx Lender; (v) if an MBS execution is Outstanding, the Transfer shall not cause any adverse consequences in the taxes or accounting of the trust pursuant to which the MBS is issued as determined by Fxxxxx Mae; (vvi) Lender’s receipt of all of the following: (1A) a transfer fee equal to one (1) percent of the Commitment immediately prior to unpaid Outstanding principal balance of the transferLoan. (2B) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request. (vii) if any MBS is Outstanding, the Transfer shall not result in a “significant modification,” as defined under applicable Treasury Regulations, of any Loan that has been securitized in an MBS.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 6.14 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 6.14; (ii) the absence of any Event of Default; (iii) the neither transferee nor guarantor is directly or indirectly owned by nor is a Prohibited Person and each meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers Borrower, IDOT Guarantor or guarantorsGuarantor, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily propertiesMultifamily Residential Properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) the Mortgaged Property, at the time of the proposed Transfer, meets all standards as to its physical condition that are customarily applied by Lender at the time of the proposed Transfer to the approval of properties in connection with the origination or purchase of similar mortgages on multifamily properties; (vi) such Transfer applies to all Mortgaged Properties in a Collateral Pool (except with respect to a Collateral Pool with one (1) Mortgaged Property, no individual Mortgaged Property may be Transferred subject to the lien of the Security Instrument); (vii) Lender’s receipt of all of the following: (1A) in the case of a Transfer or assumption of an entire Collateral Pool or Pools, but not the Transfer or full assumption of the Credit Facility, a transfer fee equal to one percent (1%) percent of the Commitment Loans Outstanding under such Collateral Pool or Pools immediately prior to the transferTransfer, and in all other cases, a transfer fee equal to 25 basis points (0.25%) of the Loans Outstanding under this Agreement immediately prior to the Transfer. (2B) In addition, Borrower shall be required to reimburse Lender on demand for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request. (viii) Lender determines that the Transfer shall not result in a “significant modification,” as defined under applicable Treasury Regulations, of any Loan that has been securitized in an MBS.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 7.15 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 7.15; (ii) the absence of any Event of Default or Potential Event of Default; (iii) the transferee meets all of the eligibilityeligibility (including the requirement that the proposed transferee is not a Prohibited Person), credit, management and other standards Colonial/ Grandbridge — Master Credit Facility Agreement (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers Borrower or guarantorsGuarantor, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement agreement, guaranty or any other required loan document, as applicable, that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument Agreement or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx Mae; (v) the Mortgaged Properties, at the time of the proposed Transfer, meets all standards as to physical condition that are customarily applied by Lender at the time of the proposed Transfer to the approval of properties in connection with the origination or purchase of similar mortgages on multifamily properties; (vi) Lender’s receipt of all of the following: (1A) a transfer fee equal to one percent (1%) percent of the Commitment Outstanding Advances immediately prior to the transfer.Transfer; (2B) a $3,000 review fee; and (C) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request; and (vii) the Transfer will not result in a significant modification under Section 1001 of the Internal Revenue Code of any Advance that has been securitized in a mortgage backed security.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 7.14 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements:: Colonial/ Grandbridge — Master Credit Facility Agreement (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 7.14; (ii) the absence of any Event of Default or Potential Event of Default; (iii) the transferee meets all of the eligibilityeligibility (including the requirement that the proposed transferee is not a Prohibited Person), credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests Ownership Interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement agreement, guaranty or any other required loan documents, as applicable, that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument Agreement or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s receipt of all of the following: (1A) a transfer fee equal to one percent (1%) percent of the Commitment Advances Outstanding immediately prior to the transfer.Transfer; (2B) a $3,000 review fee; and (C) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 13.21 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has Parties have satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 13.21(c); (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, Borrower Parties in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may beParties, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s 's receipt of all of the following: (1A) a transfer fee equal to one (1) 1 percent of the Commitment immediately prior to the transfer. (2B) In addition, Borrower Parties shall be required to reimburse Lender for all of Lender’s 's reasonable out-of-pocket costs (including reasonable attorneys’ ' fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 7.15 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the Transfer is in connection with a Transfer of all of the Mortgaged Properties in the Collateral Pool and is in connection with the full assumption of the Credit Facility (no individual Mortgaged Property may be Transferred subject to the lien of the Security Instrument); (ii) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 7.15; (iiiii) the absence of any Event of Default or Potential Event of Default; (iiiiv) the transferee meets all of the eligibilityeligibility (including the requirement that the proposed transferee is not a Prohibited Person), credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers Borrower or guarantorsGuarantor, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (ivv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument Agreement or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (vvi) the Mortgaged Properties, at the time of the proposed Transfer, meets all standards as to physical condition that are customarily applied by Lender at the time of the proposed Transfer to the approval of properties in connection with the origination or purchase of similar mortgages on multifamily properties; and (vii) Lender’s receipt of all of the following: (1A) a transfer fee equal to one to: (1) percent of in the Commitment event that the Outstanding Advances immediately prior to the transfer.Transfer are equal to or less than $200,000,000, the product of 75 basis points (0.75%) multiplied by such amount of Outstanding Advances; (2) in the event that the Outstanding Advances immediately prior to the Transfer are greater than $200,000,000 but less than $400,000,000, the product of 50 basis points (0.50%) multiplied by such amount of Outstanding Advances; and (3) in the event that the Outstanding Advances immediately prior to the Transfer are equal to or greater than $400,000,000, the product of 25 basis points (0.25%) multiplied by such amount of Outstanding Advances; (B) a $3,000 review fee; and (C) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request. (viii) the Transfer will not result in a significant modification under section 1001 of the Internal Revenue Code of any Advance that has been securitized in a mortgage-backed security.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section Sections 8.12 and 8.13 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Section; (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Lender; (v) if a Variable DMBS Advance is Outstanding, the Transfer shall not cause any adverse consequences in the taxes or accounting of the trust pursuant to which the DMBS is issued as determined by Xxxxxx Mae; (vvi) Lender’s receipt of all of the following: (1) a transfer fee equal to one (1) percent of the Commitment immediately prior to the transfer. (2) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 7.15 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the Transfer is in connection with a Transfer of all of the Mortgaged Property in the Collateral Pool and is in connection with the full assumption of the Credit Facility (no individual Mortgaged Property may be Transferred subject to the lien of the Security Instrument); (ii) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 7.15; (iiiii) the absence of any Event of Default or Potential Event of Default; (iiiiv) the transferee meets all of the eligibilityeligibility (including the requirement that the proposed transferee is not a Prohibited Person), credit, management and other standards Colonial/PNC ARCS — Master Credit Facility Agreement (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers Borrower or guarantorsGuarantor, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (ivv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (vvi) the Mortgaged Properties, at the time of the proposed Transfer, meets all standards as to physical condition that are customarily applied by Lender at the time of the proposed Transfer to the approval of properties in connection with the origination or purchase of similar mortgages on multifamily properties; and (vii) Lender’s receipt of all of the following: (1A) a transfer fee equal to one percent (1%) percent of the Commitment Outstanding Advances immediately prior to the transfer.Transfer; (2B) a $3,000 review fee; and (C) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred fees)incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 7.14 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 7.14; (ii) the absence of any Event of Default or Potential Event of Default; (iii) the transferee meets all of the eligibilityeligibility (including the requirement that the proposed transferee is not a Prohibited Person), credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests Ownership Interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s receipt of all of the following: (1A) a transfer fee equal to one to: (1) percent of in the Commitment event that the Outstanding Advances immediately prior to the transfer.Transfer are equal to or less than $200,000,000, the product of 75 basis points (0.75%) multiplied by such amount of Outstanding Advances; (2) in the event that the Outstanding Advances immediately prior to the Transfer are greater than $200,000,000 but less than $400,000,000, the product of 50 basis points (0.50%) multiplied by such amount of Outstanding Advances; and (3) in the event that the Outstanding Advances immediately prior to the Transfer are equal to or greater than $400,000,000, the product of 25 basis points (0.25%) multiplied by such amount of Outstanding Advances; (B) a $3,000 review fee; plus (C) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request. (vi) the Transfer will not result in a significant modification under section 1001 of the Internal Revenue Code of any Advance that has been securitized in a mortgage-backed security.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section Sections 8.12 and 8.13 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Section; (ii) the absence of any Event of Default; (iii) the transferee and any guarantor that is not directly or indirectly owned by and is not a Prohibited Person meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers or guarantors, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender Lender; (v) if a Variable DMBS Advance and/or a Fixed Advance with an MBS execution is Outstanding, the Transfer shall not cause any adverse consequences in the taxes or accounting of the trust pursuant to which the DMBS or MBS is issued as determined by Xxxxxx Mae; (vvi) Lender’s receipt of all of the following: (1) a transfer fee equal to one (1) percent of the Commitment immediately prior to the transfer. (2) In addition, Borrower shall be required to reimburse Lender for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request; (vii) the Transfer will not result in a significant modification under Section 1001 of the Internal Revenue Code of any Advance that has been securitized in a mortgaged backed security.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate Section 8.13 or this Section 8.14 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Sectiondetermination; (ii) the absence of any Event of Default or Potential Event of Default; (iii) the neither transferee nor guarantor is directly or indirectly owned by nor is a Prohibited Person and each meets all of the eligibilityeligibility (including the requirement that the proposed transferee is not a Prohibited Person), credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers borrower or guarantorsguarantor, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt mortgage finance structures on multifamily propertiessimilar Senior Housing Facilities unless partially waived by Lender in exchange for such additional conditions as Lender may require; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement agreement, guaranty or any other required loan documents, as applicable, that is acceptable to Lender and that, among other things, requires the transferee or such person to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee or such person comply with any provisions of this Instrument Agreement or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeXxx; (v) the Mortgaged Properties, at the time of the proposed Transfer, meet all standards as to its physical condition that are customarily applied by Lender at the time of the proposed Transfer to the approval of properties in connection with the origination or purchase of similar mortgage finance structures on similar Seniors Housing Facilities unless partially waived by Lender in exchange for such additional conditions as Lender may require; (vi) if any MBS is Outstanding, the Transfer shall not result in a “significant modification,” as defined under applicable Treasury Regulations, of any Advance that has been securitized in an MBS; (vii) Borrower and transferee have agreed to Lender’s conditions to approve such Transfer, which may include, but are not limited to (A) providing additional collateral, guaranties, or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property, and (B) amending the Loan Documents to (1) delete any specially negotiated terms or provisions previously granted for the exclusive benefit of transferor and (2) restore to original provisions of the standard Xxxxxx Mae form multifamily loan documents, to the extent such provisions were previously modified; and (viii) Lender’s receipt of all of the following: (1A) a transfer fee equal to one percent (1%) percent of the Commitment Advances Outstanding immediately prior to the transfer.Transfer; (2B) In addition, Borrower shall be required to reimburse Lender a $3,000 review fee for each Mortgaged Property then in the Collateral Pool; and (C) reimbursement of all of Lender’s reasonable reasonable, third party, out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section if, prior to the Transfer, Borrower or GuarantorSunrise, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this Section; (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibility, credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers Borrower or guarantorsSunrise, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or GuarantorSunrise, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) Lender’s 's receipt of all of the following: (1A) a transfer fee equal to one (1) 1 percent of the Commitment immediately prior to the transfer. (2B) In addition, Borrower shall be required to reimburse Lender for all of Lender’s 's reasonable out-of-pocket costs (including reasonable attorneys’ ' fees) incurred in reviewing the Transfer request.

Consent to Prohibited Transfers. Lender may, in its sole and absolute discretion, consent to a Transfer that would otherwise violate this Section 6.14 if, prior to the Transfer, Borrower or Guarantor, as the case may be, has satisfied each of the following requirements: (i) the submission to Lender of all information required by Lender to make the determination required by this SectionSection 6.14; (ii) the absence of any Event of Default; (iii) the transferee meets all of the eligibilityeligibility (including the requirement that the proposed transferee is not a Prohibited Person), credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee and the organization of the transferee) customarily applied by Lender at the time of the proposed Transfer to the approval of borrowers Borrower, IDOT Guarantor or guarantorsGuarantor, as the case may be, in connection with the origination or purchase of similar mortgages, deeds of trust or deeds to secure debt on multifamily propertiesMultifamily Residential Properties; (iv) in the case of a Transfer of direct or indirect ownership interests in Borrower or Guarantor, as the case may be, if transferor or any other person has obligations under any Loan Documents, the execution by the transferee of or one (1) or more individuals or entities acceptable to Lender and/or Xxxxxx Xxx of an assumption agreement that is acceptable to Lender and that, among other things, requires the transferee to perform all obligations of transferor or such person set forth in such Loan Document, and may require that the transferee comply with any provisions of this Instrument or any other Loan Document which previously may have been waived by Lender and/or Xxxxxx MaeLender; (v) the Mortgaged Property, at the time of the proposed Transfer, meets all standards as to its physical condition that are customarily applied by Lender at the time of the proposed Transfer to the approval of properties in connection with the origination or purchase of similar mortgages on multifamily properties; (vi) such Transfer applies to all Mortgaged Properties in a Collateral Pool (except with respect to a Collateral Pool with one (1) Mortgaged Property, no individual Mortgaged Property may be Transferred subject to the lien of the Security Instrument); (vii) Lender’s receipt of all of the following: (1A) in the case of a Transfer or assumption of an entire Collateral Pool or Pools, but not the Transfer or full assumption of the Credit Facility, a transfer fee equal to one percent (1%) percent of the Commitment Loans Outstanding under such Collateral Pool or Pools immediately prior to the transferTransfer, and in all other cases, a transfer fee equal to 25 basis points (0.25%) of the Loans Outstanding under this Agreement immediately prior to the Transfer. (2B) In addition, Borrower shall be required to reimburse Lender on demand for all of Lender’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request.