Common use of Due on Sale or Transfer Restrictions Clause in Contracts

Due on Sale or Transfer Restrictions. (a) Subject to the terms of this Section 1.6, 100% of the Indebtedness, including without limitation, payment of all principal and accrued and unpaid interest, is due upon sale or refinancing of the Project, absent OCD’s written waiver. OCD may, in its sole discretion, accept less than 100% of the amounts then due, but such waiver will not constitute forgiveness of any Indebtedness. (b) Notwithstanding the foregoing to the contrary, in the case of a transfer of the Project, The Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof, without obtaining the prior written consent of OCD, which consent shall be in OCD's sole discretion. OCD may, in its sole discretion, allow the transferee to assume the remaining Indebtedness. (c) Notwithstanding the foregoing to the contrary, (i) the pledge to a limited partner by a general partner of the general partner’s interest in a partnership agreement as security for the performance of all of the general partner’s obligations under the partnership agreement shall not constitute a refinancing for purposes of this Agreement or the Loan Documents; (ii) a sale, transfer, pledge, encumbrance or other disposition of any investor limited partner/investor member interests in Borrower shall not require OCD’s consent nor constitute a sale of the Project for the purposes of this Section 1.6, unless such transaction results in a sale of more than 51% of the investor limited partner/investor member interests in Borrower; and (iii) the change in the general partner/managing member of Borrower as general partner/managing member of Borrower in accordance with the terms of the limited partnership agreement/operating agreement of Borrower shall not require OCD consent nor constitute a sale of the Project for the purposes of this Section 1.6; provided, however that (A) Borrower shall provide OCD with notice of any such change; and (B) any entity replacing the general partner/managing member of the Borrower is under direct or indirect common control or management, or has a Controlling Interest in, the investor limited partner/investor member.

Due on Sale or Transfer Restrictions. (a) Subject to the terms of this Section 1.6, 100% of the Indebtedness, including without limitation, payment of all principal and accrued and unpaid interest, is due upon sale or refinancing of the Project, absent OCDXxxxxxx’s written waiver. OCD Grantee may, in its sole discretion, accept less than 100% of the amounts then due, but such waiver will not constitute forgiveness of any Indebtedness. (b) . Notwithstanding the foregoing to the contrary, in the case of a transfer of the Project, The Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof, without obtaining the prior written consent of OCDGrantee, which consent shall be in OCDXxxxxxx's sole discretion. OCD Grantee may, in its sole discretion, allow the transferee to assume the remaining Indebtedness. (c) . Notwithstanding the foregoing to the contrary, (i) , the pledge to a limited partner by a general partner of the general partner’s interest in a partnership agreement as security for the performance of all of the general partner’s obligations under the partnership agreement shall not constitute a refinancing for purposes of this Agreement or the Loan Documents; ; (ii) a sale, transfer, pledge, encumbrance or other disposition of any investor limited partner/investor member interests in Borrower shall not require OCDXxxxxxx’s consent nor constitute a sale of the Project for the purposes of this Section 1.6, unless such transaction results in a sale of more than 51% of the investor limited partner/investor member interests in Borrower; and (iii) and the change in the general partner/managing member of Borrower as general partner/managing member of Borrower in accordance with the terms of the limited partnership agreement/operating agreement of Borrower shall not require OCD Grantee consent nor constitute a sale of the Project for the purposes of this Section 1.6; provided, however that (A) Borrower shall provide OCD Grantee with prior written notice of any such change; and (B) any entity replacing the general partner/managing member of the Borrower is under direct or indirect common control or managementCommon Control, or has a Controlling Interest in, the investor limited partner/investor member.

Due on Sale or Transfer Restrictions. (a1) Subject to the terms of this Section 1.6subsection (h), and absent Xxxxxxx’s written waiver, 100% of the Indebtednessamounts due under the Loan are due upon the sale or refinancing of the Project, including without limitation, payment of all principal and accrued and unpaid interest, is due upon sale or refinancing of the Project, absent OCD’s written waiver. OCD Grantee may, in its sole discretion, accept less than 100% of the amounts then due, but such said waiver will not constitute forgiveness of any Indebtednessthe amounts due under the Loan. (b2) Notwithstanding the foregoing to the contrary, in the case of a transfer of the Project, The Owner Applicant hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof, without obtaining the prior written consent of OCDGrantee, which consent shall be in OCDGrantee's sole discretion. OCD may, in its sole discretion, allow the transferee to assume the remaining Indebtedness. (c) Notwithstanding the foregoing to the contrary, foregoing: (iA) the pledge to a limited partner partner/member by a general partner partner/managing member of the general partnerpartner’s/managing member’s interest in a partnership limited partnership/operating agreement as security for the performance of all of the general partnerpartner’s/managing member’s obligations under the partnership limited partnership/operating agreement shall not constitute a refinancing for purposes of this Award Agreement or of the Loan Documents; ; (iiB) a sale, transfer, pledge, encumbrance or other disposition of any investor limited partner/investor member interests in Borrower Applicant shall not require OCDGrantee’s consent nor constitute a sale of the Project for the purposes of this Section 1.6, unless such transaction results in a sale of more than 51% of the investor limited partner/investor member interests interest in BorrowerApplicant; and and (iiiC) the change in the general partner/managing member of Borrower Applicant by the investor limited partners/investor members as general partner/managing member of Borrower Applicant in accordance with the terms of the limited partnership agreement/operating agreement of Borrower Applicant shall not require OCD consent nor constitute a sale of the Project for the purposes of this Section 1.6Xxxxxxx’s consent; provided, however that (Ai) Borrower Applicant shall provide OCD Grantee with notice of any such change; and (Bii) any the entity replacing the general partner/managing member of the Borrower Applicant is under direct or indirect common control or management, or has a Controlling Interest in, management with the investor limited partner/investor member. Grantee will allow transfers by an identified investor member/limited partner to an affiliate of such entity, upon review by Grantee of the terms of such transfer.

Due on Sale or Transfer Restrictions. (a1) Subject to the terms of this Section 1.6subsection (h), 100% of the Indebtednessamount due under the Gap Financing Loan, including without limitation, payment of all principal and accrued and unpaid interest, is due upon the sale or refinancing of the Project, absent OCDLHC’s written waiverconsent. OCD LHC may, in its sole discretion, accept less than 100% of the amounts then due, but such said waiver will not constitute forgiveness of any Indebtednessthe amounts due under the Gap Financing Loan. (b2) Notwithstanding the foregoing to the contrary, in the case of a transfer of the Project, The Owner Project owner hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof, without obtaining the prior written consent of OCDLHC, which consent shall be in OCDLHC's sole discretion. OCD may, in its sole discretion, allow the transferee to assume the remaining Indebtedness. (c) Notwithstanding the foregoing to the contrary,foregoing: (i) i. the pledge to a the Project owner’s limited partner or member, as applicable, contributing equity to the Project pursuant to the Operating Agreement or Partnership Agreement (in either case, “Organizational Documents”) of the Project owner and eligible for tax credits pursuant to the Code (“Investor”) by a the Project owner’s general partner or managing member of the such general partner’s or managing member's interest contained in a partnership agreement the Organizational Documents, as applicable, as security for the performance of all of the such general partner’s or managing member's obligations under the partnership agreement Organizational Documents shall not constitute a refinancing for purposes of this Agreement or the Loan Documents; (ii) . a sale, transfer, pledge, encumbrance or other disposition of any investor limited partner/investor member Investor interests in Borrower shall not require OCDLHC’s consent nor constitute a sale of the Project for the purposes of this Section 1.6Section, (A) unless such transaction results in a sale of more than 51% of the investor limited partner/investor member Investor interests in Borrower; or (B) such transfer of Investor interest is to any successor which is an affiliate of such Investor entity; and (iii) . the change in the general partner/partner or managing member member, as applicable, of Borrower Xxxxxxxx as general partner/partner or managing member of Borrower in accordance with the terms of the limited partnership agreement/operating agreement Organizational Documents of Borrower shall not require OCD LHC consent nor constitute a sale of the Project for the purposes of this Section 1.6; provided, however that (A) Borrower shall provide OCD with notice of any such change; and (B) any entity replacing the general partner/managing member of the Borrower is under direct or indirect common control or management, or has a Controlling Interest in, the investor limited partner/investor member.Section;

Due on Sale or Transfer Restrictions. (a) Subject to the terms of this Section 1.6Section, 100% of the Indebtedness, including without limitation, payment of all principal and accrued and unpaid interest, is due upon sale or refinancing of the Project, absent OCDLHC’s written waiverconsent. OCD LHC may, in its sole discretion, accept less than 100% of the amounts then due, but such waiver will not constitute forgiveness of any Indebtedness. (b) Notwithstanding the foregoing to the contrary, in the case of a transfer of the Project, The Owner Borrower hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof, without obtaining the prior written consent of OCDLHC, which consent shall be in OCDLHC's sole discretion. OCD LHC may, in its sole discretion, allow the transferee to assume the remaining Indebtedness. (c) Notwithstanding the foregoing to the contrary, (i) i. the pledge to a [limited partner partner][member] by a [general partner partner][managing member] of the [general partner’s partner’s][managing member's] interest contained in a partnership agreement the [Partnership Agreement][Operating Agreement] as security for the performance of all of the [general partner’s partner’s][managing member's] obligations under the partnership agreement [Partnership Agreement][Operating Agreement] shall not constitute a refinancing for purposes of this Agreement or the Loan Documents; (ii) . a sale, transfer, pledge, encumbrance or other disposition of any investor limited partner/investor member Investor [Member][Limited Partner] interests in Borrower shall not require OCDLHC’s consent nor constitute a sale of the Project for the purposes of this Section 1.6Section, (A) unless such transaction results in a sale of more than 51% of the investor limited partner/investor member Investor [Member][Limited Partner] interests in Borrower; or (B) such transfer of Investor [Member][Limited Partner] interest is to any successor which is an affiliate of such Investor [Member][Limited Partner] entity; and (iii) . the change in the [general partner/managing member partner][managing member] of Borrower as [general partner/managing member partner][managing member] of Borrower in accordance with the terms of the limited partnership agreement/operating agreement [Partnership Agreement][Operating Agreement] of Borrower shall not require OCD LHC consent nor constitute a sale of the Project for the purposes of this Section 1.6Section; provided, however however, that for purposes of this Section 3.2(c) that (Ax) Borrower shall provide OCD LHC with notice of any such transfer or change; and (By) any entity replacing the [general partner/managing member partner][managing member] of the Borrower is under direct or indirect common control or management, or has a Controlling Interest in, the investor limited partner/investor memberInvestor [Member][Limited Partner].

Due on Sale or Transfer Restrictions. (a) Subject to the terms of this Section 1.6Section, 100% of the Indebtedness, including without limitation, payment of all principal and accrued and unpaid interest, is due upon sale or refinancing of the Project, absent OCDLHC’s written waiverconsent. OCD LHC may, in its sole discretion, accept less than 100% of the amounts then due, but such waiver will not constitute forgiveness of any Indebtedness. (b) Notwithstanding the foregoing to the contrary, in the case of a transfer of the Project, The Owner Borrower hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof, without obtaining the prior written consent of OCDLHC, which consent shall be in OCDLHC's sole discretion. OCD LHC may, in its sole discretion, allow the transferee to assume the remaining Indebtedness. (c) Notwithstanding the foregoing to the contrary, (i) i. the pledge to a [limited partner partner][member] by a [general partner partner][managing member] of the [general partner’s partner’s][managing member's] interest contained in a partnership agreement the [Partnership Agreement][Operating Agreement] as security for the performance of all of the [general partner’s partner’s][managing member's] obligations under the partnership agreement [Partnership Agreement][Operating Agreement] shall not constitute a refinancing for purposes of this Agreement or the Loan Documents; (ii) . a sale, transfer, pledge, encumbrance or other disposition of any investor limited partner/investor member Investor [Member][Limited Partner] interests in Borrower shall not require OCDLHC’s consent nor constitute a sale of the Project for the purposes of this Section 1.6Section, unless (A) such transaction results in a sale of more than 51% of the investor limited partner/investor member Investor [Member][Limited Partner] interests in Borrower; or (B) such transfer of Investor [Member][Limited Partner] interest is to any successor which is not an affiliate of such Investor [Member][Limited Partner] entity; and (iii) . the change in the [general partner/managing member partner][managing member] of Borrower as [general partner/managing member partner][managing member] of Borrower in accordance with the terms of the limited partnership agreement/operating agreement [Partnership Agreement][Operating Agreement] of Borrower shall not require OCD LHC consent nor constitute a sale of the Project for the purposes of this Section 1.6Section; provided, however however, that for purposes of this Section 3.2(c) that (Ax) Borrower shall provide OCD LHC with notice of any such transfer or change; and (By) any entity replacing the [general partner/managing member partner][managing member] of the Borrower is under direct or indirect common control or management, or has a Controlling Interest in, the investor limited partner/investor memberInvestor [Member][Limited Partner].

Due on Sale or Transfer Restrictions. (a1) Subject to the terms of this Section 1.6subsection (h), 100% of the Indebtednessamount due under the Gap Financing Loan, including without limitation, payment of all principal and accrued and unpaid interest, is due upon the sale or refinancing of the Project, absent OCDLHC’s written waiverconsent. OCD LHC may, in its sole discretion, accept less than 100% of the amounts then due, but such said waiver will not constitute forgiveness of any Indebtednessthe amounts due under the Gap Financing Loan. (b2) Notwithstanding the foregoing to the contrary, in the case of a transfer of the Project, The Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof, without obtaining the prior written consent of OCDLHC, which consent shall be in OCDLHC's sole discretion. OCD may, in its sole discretion, allow the transferee to assume the remaining Indebtedness. (c) Notwithstanding the foregoing to the contrary,foregoing: (i) i. the pledge to a [limited partner partner][member] by a [general partner partner][managing member] of the [general partner’s partner’s][managing member's] interest contained in a partnership agreement the [Partnership Agreement][Operating Agreement] as security for the performance of all of the [general partner’s partner’s][managing member's] obligations under the partnership agreement [Partnership Agreement][Operating Agreement] shall not constitute a refinancing for purposes of this Agreement or the Loan Documents; (ii) . a sale, transfer, pledge, encumbrance or other disposition of any investor limited partner/investor member Investor [Member][Limited Partner] interests in Borrower shall not require OCDLHC’s consent nor constitute a sale of the Project for the purposes of this Section 1.6Section, (A) unless such transaction results in a sale of more than 51% of the investor limited partner/investor member Investor [Member][Limited Partner] interests in Borrower; or (B) such transfer of Investor [Member][Limited Partner] interest is to any successor which is an affiliate of such Investor [Member][Limited Partner] entity; and (iii) . the change in the [general partner/managing member partner][managing member] of Borrower as [general partner/managing member partner][managing member] of Borrower in accordance with the terms of the limited partnership agreement/operating agreement [Partnership Agreement][Operating Agreement] of Borrower shall not require OCD LHC consent nor constitute a sale of the Project for the purposes of this Section 1.6Section; provided, however however, that for purposes of this Section 3.2(c) that (Ax) Borrower shall provide OCD LHC with notice of any such transfer or change; and (By) any entity replacing the [general partner/managing member partner][managing member] of the Borrower is under direct or indirect common control or management, or has a Controlling Interest in, the investor limited partner/investor memberInvestor [Member][Limited Partner].