Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth. (a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions. (1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner: (A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference; (B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference; (C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unit; (D) verification that the Partnership has obtained Insurance required during construction; and (E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed). (2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference. (3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner: (A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing units in the Project; (B) verification that the Partnership has obtained Insurance required during operations; and (C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract. (4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner: (A) the current rent roll; (B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant; (C) copies of the executed lease agreement with the tenants; and (D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit. (5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner: (A) an audited construction cost certification (which includes an itemized cost breakdown); and (B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference. (6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner: (A) Internal Revenue Code Form 8609, or any successor form; (B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and (C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c). (b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions: (1) $2,109,466 shall be payable upon: (a) admittance of the Limited Partner into the Partnership; (b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided (c) the conditions set forth in Section 7.2(a) of this Agreement have been met. (2) $421,894 shall be payable upon: (a) receipt by the Limited Partner of Insurance verification for the Partnership; provided (b) the conditions set forth in Section 7.2(a) have been met. (3) $140,631 shall be payable upon: (a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided (b) the conditions set forth in Section 7.2(a) of this Agreement have been met. (4) $105,474 shall be payable upon: (a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided (b) the conditions set forth in Section 7.2(a) of this Agreement have been met. (5) $35,157 shall be payable upon: (a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement; (b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided (c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 2 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622801,395, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation $265,983 (which includes the Special Limited Partner's Capital Contribution of $80) shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:execution of this Agreement;
(A2) an ALTA survey;
(3) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" B and incorporated herein by this reference;
(B4) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" C and incorporated herein by this reference;
(C5) a copy of the title commitment (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by a title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens other than the appraised value of each unitMortgage Loans and free from other exceptions not previously approved by the Special Limited Partner;
(D6) verification that the Partnership has obtained Insurance required during construction; and;
(E7) delivery to a copy of the Limited Partner building permit;
(8) a copy of the recorded grant deed (warranty deed);
(9) a copy of the Limited Partner's independent engineer's report;
(10) a copy of the Construction Contract;
(11) fully executed Mortgage Loan documents;
(12) a full set of Plans and Specifications; and
(13) payment of $20,000 for costs and expenses incurred in connection with the Limited Partner's or its Affiliate's underwriting of the Apartment Housing and Improvements.
(b) $136,237 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) an audited cost certification together with the Accountant's workpapers verifying that the Partnership has expended the requisite 10% of reasonably expected cost basis to meet the carryover test provisions of Code Section 42;
(2) Prior the Inspecting Architect's certification of 50% completion of the total construction;
(3) a date down to the due date of each Title Policy dated no more than fifteen days prior to this Capital Contribution installment, except the first payment, the General Partner shall deliver payment evidencing no construction or development related liens; and
(4) any documents previously not provided to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" but required pursuant to this Section 7.2 and incorporated herein by this referenceSections 14.3(a) and (b).
(3c) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $200,349 shall deliver to be payable upon the Limited Partner:'s receipt and approval of the following documents;
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit D and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C3) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit F and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(4) Prior Insurance required during operations;
(5) a date down to the Title Policy dated no more than ten days prior to this Capital Contribution payment providing an as-built survey and confirming that here are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(37.2(a)evidencing no construction or development related liens; and
(6) the General Partner shall deliver any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a) and (b)
(d) $120,209 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) endorsement to the current rent rollTitle Policy dated no more than ten days prior to the scheduled Capital Contribution providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a).
(2) achievement by the Partnership of a Debt Service Coverage of 1.15 for 90 consecutive days;
(B3) 90% tax credit qualified occupancy and 90% actual occupancy for 90 consecutive days;
(4) an audited construction cost certification (which includes an itemized cost breakdown);
(5) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit E and incorporated herein by this reference; and (6) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 or Sections 14.3(a) or (b).
(e) $53,696 shall be payable upon the Limited Partner's receipt and approval of the following documents
(1) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C2) copies of the executed lease agreement with the tenants; and;
(D3) copies the current rent roll;
(4) the construction documents required pursuant to Section 14.3(a) of all Mortgage documents and Title Insurance in an amount equal this Agreement, if not previously provided to the appraised value of each unit.Limited Partner;
(5) Prior to the Capital Contribution payment referenced first year tax return in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.Tax Credits are taken;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(7) a copy of the Partnership's audited financial statement;
(8) Internal Revenue Code Form 8609, or any successor form; and
(C9) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622320,467, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.:
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.:
(1) Prior prior to the initial payment of the Capital Contribution payment only, the General Partner shall deliver issuance to the Limited Partner:
(A) a Partner of an opinion of the Partnership's legal opinion counsel, in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) prior to the initial payment of the Capital Contribution only, the General Partner shall deliver to the Limited Partner a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unit;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior prior to the due date of each installment of such Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.;
(34) Prior prior to the Capital Contribution payment referenced in Section 7.2(b)(2) 7.2(b)(3), the General Partner shall deliver to the Limited Partner a copy of an ALTA Owner's Title Insurance Policy and any endorsements required by the Limited Partner:
(A) a certificate , copies of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all Mortgage Notes and Mortgage Loan documents required by FmHA to close the housing units in the ProjectMortgage;
(B5) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) Partner the current rent roll;
(B) , copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) and executed lease agreements collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C6) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal prior to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdownthrough and including 7.2(b); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund v Lp Series 4)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622608,952, as may be adjusted in accordance with Section 7.4 7.3 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(CB) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured and including a non-imputation and fairway endorsement ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitMortgage Loan and the Limited Partner's Capital Contribution;
(D) verification that the Partnership has obtained Insurance required during construction; and
(EC) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing units in the Project;
(B) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(AE) the current rent roll;
(B) ; copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) ; copies of the executed lease agreement with the tenants; and.
(DF) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unitMortgage and the Limited Partner's Capital Contribution.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(BG) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(AH) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(CI) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) : $2,109,466 608,952 shall be payable upon:
(a) upon admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6222,067,799, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $570,000 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during construction; and;
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(6) a fully executed Construction Loan document; and
(b) $375,000 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) the Construction Inspector's certification of twenty-five percent completion of the total construction;
(2) Prior the construction documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver Limited Partner;
(3) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a) and (b); and
(4) a fully executed General determination by the Special Limited Partner Certification in that construction financing is In-Balance.
(c) $375,000 shall be payable upon the form attached hereto as Exhibit "D" Limited Partner's receipt and incorporated herein by approval of the following documents:
(1) the Construction Inspector's certification of fifty percent completion of the total construction;
(2) the construction documents required pursuant to Section 14.3(a) of this reference.Agreement, if not previously provided to the Limited Partner;
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a) and (b); and
(4) a determination by the Special Limited Partner that construction financing is In-Balance.
(d) $375,000 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C3) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3Insurance required during operations;
(5) the General Partner shall deliver construction documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner;
(6) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a) and (b); and
(7) a determination by the Special Limited Partner that construction financing is In-Balance.
(e) $100,000 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Mortgage Loan documents signed and the Mortgage funded;
(2) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution based on as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a);
(3) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B4) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal pursuant to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor formMinimum Set-Aside Test;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622981,049, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.:
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.:
(1) Prior prior to the initial payment of the Capital Contribution payment only, the General Partner shall deliver issuance to the Limited Partner:
(A) a Partner of an opinion of the Partnership's legal opinion counsel, in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) prior to the initial payment of the Capital Contribution only, the General Partner shall deliver to the Limited Partner a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unit;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior prior to the due date of each installment of such Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference., to the effect that all of the representations and warranties set forth in Article IX are accurate;
(34) Prior prior to each Capital Contribution payments referenced in Section 7.2(b)(1) and 7.2(b)(2) the General Partner shall deliver to the Limited Partner copies of all inspecting architect's application and certificate of payment (AIA Document G702, or similar form acceptable to the Limited Partner), all Construction Loan draw requests and a copy of the construction schedule and any updates to the construction schedule;
(5) prior to the Capital Contribution payment referenced in Section 7.2(b)(2) only, the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the Project;
(B) verification a certification signed by the architect in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the plans and specifications;
(C) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "G" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contractConstruction Contract;
(D) verification that the Partnership has obtained Insurance; and
(E) a copy of the recorded grant deed (warranty deed).
(46) Prior prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) , copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific); and
(B) executed lease agreements collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(57) Prior prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) a copy of an ALTA Owner's Title Insurance Policy with a non-imputation and fairway endorsements;
(B) execute copies of all Mortgage Notes and Mortgage Loan documents required by Missouri Housing Development Commission to close the Mortgage and disperse Mortgage proceeds to the Partnership;
(C) a copy of the Declaration of Restrictive Covenants/Extended Use Agreement entered into between the Partnership and the State Tax Credit Agency;
(D) an audited construction cost certification (which includes with an itemized cost breakdown); and;
(BE) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.reference setting forth the Project's eligible basis with the amount of Tax Credits to which the Project is entitled;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(AF) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(CG) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 686,704 shall be payable upon:
(aA) admittance of the Limited Partner into the Partnership;
(bB) receipt and approval by the Limited Partner of the title insurance naming construction costs, the Limited Partner as co-insuredsources and used and operating budget; and
(C) closing of the construction Loan; provided
(cD) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 196,230 shall be payable upon:
(aA) receipt Completion of Construction as evidenced by the Limited Partner of Insurance verification for the Partnershipinspecting architect's certification; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(bB) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(43) $105,474 78,492 shall be payable upon:
(aA) meeting all achievement by the conditions set forth Partnership of Debt Service Coverage of 1.15 for 90 consecutive days; and
(B) receipt by the Limited Partner of tenant income verification data to determine that 100% of the units in the Project qualify under Section 7.2(b)(1) through (3) 42 of this Agreementthe Code; provided
(bC) the conditions set forth in Section 7.2(a) of this Agreement have been met.; and
(54) $35,157 19,623 shall be payable uponupon the later of:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(bA) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(cB) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622422,803, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.:
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.:
(1) Prior prior to the initial payment of the Capital Contribution payment only, the General Partner shall deliver issuance to the Limited Partner:
(A) a Partner of an opinion of the Partnership's legal opinion counsel, in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) prior to the initial payment of the Capital Contribution only, the General Partner shall deliver to the Limited Partner a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unit;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior prior to the due date of each installment of such Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.;
(34) Prior prior to the Capital Contribution payment referenced in Section 7.2(b)(27.2(b)(5), the General Partner shall deliver to the Limited Partner a copy of an ALTA Owner's Title Insurance Policy and any endorsements required by the Limited Partner, copies of all Mortgage Notes and Mortgage Loan documents required by FmHA to close the Mortgage;
(5) prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing units in the Project;
(B) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) , copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) and executed lease agreements collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C6) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal prior to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4through and including 7.2(b) (4) the General Partner shall deliver to the Limited Partner copies of all inspecting architect's application and certificate of payment (AIA Document G702, or similar form acceptable to the Limited Partner:), all Construction Loan draw requests and a copy of the construction schedule and any updates to the construction schedule;
(A7) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior prior to the Capital Contribution payment referenced in Section 7.2(b)(57.2(b)(6) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) Partner a copy of the declaration Declaration of restrictive covenantsRestrictive Covenants/extended use agreement Extended Use Agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) , an audited construction cost certification with an itemized cost breakdown, Internal Revenue Code Form 8609, or any successor form and any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall 144,947 will be payable upon:
(a) upon admittance of the Limited Partner into the Partnership, provided the conditions of Section 7.2(a)of this Agreement have been met;
(b2) receipt $69,982 will be payable upon 50% Completion of Construction as evidenced by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) Contractor's certification, provided the conditions set forth in of Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.;
(3) $140,631 shall 69,982 will be payable upon:
(a) achievement upon 75% Completion of Construction as evidenced by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) Contractor's certification, provided the conditions set forth in of Section 7.2(a) of this Agreement have been met.;
(4) $105,474 shall 69,982 will be payable upon:
upon Completion of Construction as evidenced by the issuance of a permanent certificate of occupancy (a) meeting or equivalent evidence of local occupancy approval), a letter from the Contractor stating that all Improvements have been made and the Contractor has been paid in full and verification of the Partnership's Insurance, provided the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.; and
(5) $35,157 shall 49,981 will be payable upon:when the Project maintains a Debt Service Coverage of 1.05 for 120 consecutive days, and delivery to the Limited Partner the following: tenant income verification data to determine that 100% of the units in the Project qualify under the Code; the Accountant's final Tax Credit cost certification setting forth the Project's eligible basis and the amount of the Tax Credits to which the Partnership is entitled in a form substantially similar to the form attached hereto as Exhibit E and incorporated herein by this reference; and a fully executed set of Mortgage documents, provided the conditions of Section 7.2(a) of this Agreement have been met;
(a6) meeting $10,994 will be payable upon delivery to the Limited Partner of IRS Form 8609, provided the conditions of Section 7.2(a) of this Agreement have been met; and
(7) $6,935 will be payable after all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by above have been met and delivery to the Limited Partner of the first year tax return in which the Tax Credits are taken; provided
(c) , provided the conditions set forth in of Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund v Lp Series 4)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,287,189, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured and including a non-imputation and fairway endorsement ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitMortgage Loan and the Limited Partner's Capital Contribution;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the Project;
(B) if not previously provided, the draw request information referenced in Section 14.3(a) of this Agreement;
(C) a certification signed by the architect in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference, indicating that the Improvements have been completed in all material respects in accordance with the Project Documents;
(D) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "G" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full except for normal retainages and amounts in dispute and that the Partnership is not in material violation of the Construction Contract; and
(E) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;; and
(C) copies of the executed lease agreement with the tenants; and.
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unitMortgage and the Limited Partner's Capital Contribution.
(5E) Prior to a copy of the Capital Contribution payment referenced in Section 7.2(b)(4) declaration of restrictive covenants/extended use agreement entered into between the General Partner shall deliver to Partnership and the Limited Partner:State Tax Credit Agency;
(AF) an audited construction cost certification (which includes an itemized cost breakdown); and;
(BG) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(AH) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622989,114, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured and including a non-imputation and fairway endorsement ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitMortgage Loan and the Limited Partner's Capital Contribution;
(D) verification that the Partnership has obtained Insurance required during constructionrehabilitation; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(27.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the Project;
(B) if not previously provided, the draw request information referenced in Section 14.3(a) of this Agreement;
(C) a certification signed by the architect in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(D) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "G" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; and
(E) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(37.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unitMortgage and the Limited Partner's Capital Contribution.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(47.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(B) an audited construction cost certification (which includes an itemized cost breakdown); and;
(BC) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(AD) Internal Revenue Code Form 8609, or any other documentation reasonably satisfactory to the Limited Partner describing the Partnership's entitlement to Tax Credits or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(CE) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 395,646 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;; and
(b) receipt by the Limited Partner of the title insurance naming construction costs, sources and uses and operating budget for the Limited Partner Partnership.
(2) $197,823 shall be payable upon:
(a) 50% Completion of Construction as co-insuredevidenced by the inspecting architect's certification and the construction draw requests; provided
(cb) all the conditions set forth in Section 7.2(a) of this Agreement have been met.
(23) $421,894 98,911 shall be payable upon:
(a) receipt Completion of Construction as evidenced by the Limited Partner of Insurance verification for the Partnershipinspecting architect's certification; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) all the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 98,911 shall be payable upon:
(a) meeting all achievement of the conditions set forth in Section 7.2(b)(1) through (3) Partnership of this Agreementa Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) all the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 197,823 shall be payable upon:
(a) meeting all the conditions set forth specified in Section 7.2(b)(1) through (4) of this Agreement;; and
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are takentaken for the Partnership; provided
(c) all the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6222,195,028, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $2,195,028 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D4) verification that the Partnership has obtained Insurance insurance required during construction; and;
(E5) delivery to the Limited Partner construction costs, sources and uses and operating budget; and (6) a copy of the recorded grant deed (warranty deed).
(b) The Missouri Limited Partner shall make a total Capital Contribu- tion in the amount of $999,316, in cash, on the dates and subject to the condi- tions herein as follows:
(1) $512,606 shall be payable at the time of th Limited Partner's Capital Contribution referenced in Section 7.2(a) of this agreement;
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner $79,135 shall deliver to be payable upon the Limited Partner a fully executed General Partner Certification in Partner's receipt and approval of the form attached hereto as Exhibit "D" and incorporated herein by following documents:
(a) the Inspecting Architect's certification of fifty percent completion of the total construction; and
(b) the construction documents required pursuant to Section 14.3(a) of this referenceAgreement.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $170,075 shall deliver to be payable upon the Limited Partner:'s receipt and approval of the following documents. The amount of $90,847 from this capital contribution shall be deposited into a Program Reserve Account, as described in Section 8.3 of this Agreement.
(Aa) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(Bb) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(c) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership has obtained is not in violation of the Construction Contract;
(d) Insurance required during operations; and
(Ce) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contractdocuments required pursuant to Section 14.3(a) of this Agreement.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner $118,750 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(Aa) Completion of Construction;
(b) Mortgage Loan documents signed and the Mortgage funded;
(c) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution providing an as-built survey;
(d) Debt Service Coverage of 1.10 for 90 consecutive days immediately prior to funding;
(e) the current rent roll;
(Bf) copies of all initial tenant files including completed com- pleted applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification cer- tification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;pursuant to the Minimum Set-Aside Test; and
(Cg) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner $118,750 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(Aa) a copy of the declaration of restrictive covenants/ extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(b) an audited construction cost certification (which includes an itemized cost breakdown); and;
(Bc) the Accountant's final tax credit Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "FE" and incorporated herein by this reference.;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(Ad) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(Ce) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(bc) In the event the Limited Partner fails to make a Capital Contribution payment when due as provided in this Section, the General Partner shall give written notice to the Limited Partner of its failure to make the required Capital Contribution payment. The Limited Partner shall have fifteen calendar days to either: (i) pay the Capital Contribution payment; or (ii) provide the General Partner with a written explanation identifying the conditions precedent to payment which the Partnership has not satisfied which are the Limited Partner's basis for non-payment; or (iii) the Limited Partner can do nothing. If the Limited Partner does not make its Capital Contribution payment within the fifteen day notice period, the General Partner may request a copy of Limited Partner's financial statements to verify that the Limited Partner has the required Capital Contribution funds on deposit and has the ability to make the disputed Capital Contribution payment. The Limited Partner, within ten (10) business days of such request shall provide the General Partner with its or an acceptable guarantor's financial statement, or in the alternative in its sole and absolute discretion may deposit the disputed funds into an escrow account to be held until the resolution of the dispute. In the event the Limited Partner cannot demonstrate its ability to pay the Capital Contribution payment as evidenced by the above documents or deposit then the Limited Partner may sell its Interest within sixty (60) days to a third party purchaser acceptable to the General Partner, which acceptance shall not be unreasonably withheld. If the Limited Partner does not elect to sell its Interest, or elects to sell its Interest and does not sell it within the sixty (60) day period, then the Limited Partner's Interest may be reduced as provided below at the General Partner's election. The Interest of the Limited Partner shall be reduced by multiplying the Interest by a fraction, the numerator of which is the difference between the Limited Partner's total Capital Contribution and the Limited Partner's paid in Capital Contribution and the denominator is the Limited Partner's total Capital Contribution. Upon reduction of the Interest of the Limited Partner, the Partnership may sell the remaining Interest to any person and admit the purchaser of the Interest as a Limited Partner. Notwithstanding, if the Limited Partner does not make its Capital Contribution payment within the fifteen-day notice period, and the Limited Partner has demonstrated it has the financial ability to make the Capital Contribution payment, then any Partner may arbitrate the non-payment dispute. Such arbitration shall be mandatory and shall be conducted under the auspice of the American Arbitration Association in the State. The decision of the arbitrator may be entered in any court having jurisdiction and may be appealable as if it were the decision of that court. The Partners shall share equally the expenses of arbitration, including the arbitrator's fee, provided, however, that the arbitrator, in the arbitrator's sole discretion, may award costs to the prevailing party. The Partner filing the arbitration request may seek any remedy it deems appropriate for non-payment of the Limited Partner's Capital Contribution payment.
(d) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make pay its Capital Contribution to the following Capital ContributionsPartnership, at which time the Partnership shall pay the Developer a portion of the Development Fee in the amount of $475,500 and concurrently the Developer shall deposit the $475,500 into an escrow dated the even date herewith (the "Escrow Agreement" is incorporated herein by this reference). The Escrow Agreement will provide, in part, for a 7% interest per annum on the outstanding Development Fee payable to the Developer. The Escrow Agreement will further provide for the release of the unpaid Development Fee as follows:
(1) $2,109,466 79,135 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) provided the conditions set forth in Section 7.2(a7.2(b)(1) of this Agreement have been met.
(2) $421,894 79,135 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) provided the conditions set forth in Section 7.2(a7.2(b)(2) of this Agreement have been met.
(3) $140,631 79,230 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) provided the conditions set forth in Section 7.2(a7.2(b)(3) of this Agreement have been met.
(4) $105,474 118,750 shall be payable upon:
(a) meeting all provided the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a7.2(b)(4) of this Agreement have been met.
(5) $35,157 118,750 shall be payable upon:
(a) meeting all provided the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a7.2(b)(5) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a an aggregate Capital Contribution in the amount of $2,812,622514,698, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.:
(1) Prior to the initial Capital Contribution payment for Autumn Ridge, Pontiac and Xxxxxxx the General Partner shall deliver to the Limited PartnerPartner for either Autumn Ridge, Pontiac or Xxxxxxx respectively:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured and including a non-imputation and fairway endorsement ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitMortgage Loan and the Limited Partner's Capital Contribution;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installmentinstallment for Autumn Ridge, Pontiac and Xxxxxxx, except the first payment, the General Partner shall deliver to the Limited Partner for either Autumn Ridge, Pontiac or Xxxxxxx respectively, a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the second Capital Contribution payment referenced in Section 7.2(b)(2) for Autumn Ridge, Pontiac and Xxxxxxx the General Partner shall deliver to the Limited PartnerPartner for either Autumn Ridge, Pontiac or Xxxxxxx respectively:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the Project;
(B) if not previously provided, the draw request information referenced in Section 14.3(a) of this Agreement;
(C) a certification signed by the architect in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(D) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "G" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; and
(E) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the third Capital Contribution payment referenced in Section 7.2(b)(3) for Autumn Ridge, Pontiac and Xxxxxxx the General Partner shall deliver to the Limited Partner:
Partner for either Autumn Ridge, Pontiac or Xxxxxxx respectively: (A) the current rent roll;
; (B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
; and (C) copies of the executed lease agreement with the tenants; and
and (D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unitMortgage and the Limited Partner's Capital Contribution including a fairway and non-imputation endorsement.
(5) Prior to the fourth Capital Contribution payment referenced in Section 7.2(b)(4) for Autumn Ridge, Pontiac and Xxxxxxx the General Partner shall deliver to the Limited PartnerPartner for either Autumn Ridge, Pontiac or Xxxxxxx respectively,:
(A) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(B) an audited construction cost certification (which includes an itemized cost breakdown); and;
(BC) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(AD) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(CE) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) For Autumn Ridge the sum of $2,109,466 166,315 as follows:
(A) $116,420 shall be payable upon:
(a) upon admittance of the Limited Partner into the Partnership;
(b) ; the close of the Construction Loan; receipt by the Limited Partner of the title insurance naming construction costs, sources and uses and operating budget, and the Limited Partner as co-insured; providedreceipt of approval by WNC & Associates, Inc.'s Acquisition Committee, provided the conditions of Section 7.2(a)(1);
(cB) $33,263 shall be payable provided the conditions of Sections 7.2(a)(2) and (3) have been met;
(C) $8,316 shall be payable upon achievement by Autumn Ridge of a Debt Service Coverage of 1.15 for 90 consecutive days, provided the conditions of Section 7.2(a)(2) and (4) have been met; and
(D) $8,316 shall by payable provided the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) For Pontiac the sum of $421,894 166,084 as follows:
(A) $116,256 shall be payable upon:
(a) upon admittance of the Limited Partner into the Partnership; the close of the Construction Loan; and receipt by the Limited Partner of Insurance verification for the Partnership; providedconstruction costs, sources and uses and operating budget, and the receipt of approval by WNC & Associates, Inc.'s Acquisition Committee, provided the conditions of Section 7.2(a)(1);
(bB) $33,220 shall be payable provided the conditions of Section 7.2(a)(2) and (3) have been met;
(C) $8,304 shall be payable upon achievement by Pontiac of a Debt Service Coverage of 1.15 for 90 consecutive days, provided the conditions of Sections 7.2(a)(2) and (4) have been met; and
(D) $8,304 shall by payable provided the conditions set forth in Section 7.2(a) have been met.
(3) For Xxxxxxx the sum of $140,631 182,299 as follows:
(A) $130,259 shall be payable upon:upon admittance of the Limited Partner into the Partnership; the close of the Construction Loan and receipt by the Limited Partner of the construction costs, sources and uses and operating budget, and the receipt of approval by WNC & Associates, Inc.'s Acquisition Committee provided the conditions of Section 7.2(a)(1);
(aB) $34,694 shall be payable provided the conditions of Sections 7.2(a)(2) and (3) have been met;
(C) $8,673 shall be payable upon achievement by the Project Xxxxxxx of a Debt Service Coverage of 1.15 for 90 consecutive days, provided the conditions of Sections 7.2(a)(2) and (4) have been met; providedand
(bD) $8,673 shall by payable provided the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622244,757, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $208,044 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during constructionconstruction and renovation; and
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).;
(26) Prior the construction and renovation documents required pursuant to the due date Section 14.3(a) of each Capital Contribution installmentthis Agreement, except the first payment, the General Partner shall deliver if not previously provided to the Limited Partner and a fully executed General determination by the Special Limited Partner Certification in the form attached hereto as Exhibit "D" that construction and incorporated herein by this referencerenovation financing is In-Balance.
(3b) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $36,714 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Completion of Construction or Renovation;
(2) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B3) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(4) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership has obtained is not in violation of the Construction Contract;
(5) Insurance required during operations; and
(C6) receipt by the construction and renovation documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner of and a letter from determination by the contractor stating Special Limited Partner that all amounts payable to the contractor have been paid in full construction and that the Project renovation financing is not in violation of the construction contractIn-Balance.
(47) Prior Mortgage Loan documents signed and the Mortgage funded;
(8) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:7.2(a);
(A9) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B10) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C11) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B12) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(13) an audited construction and renovation cost certification (which includes an itemized cost breakdown);
(14) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(15) Debt Service Coverage of 1.15 for 90 consecutive days immediately prior to funding;
(16) Internal Revenue Code Form 8609, or any successor form; and
(C17) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622742,930, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unit;
(D) verification that the Partnership has obtained Insurance required during construction; and
(ED) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing units in the Project;
(B) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 557,196 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 111,440 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
provided (b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 $ 37,114 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 $ 27,267 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 $ 9,913 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622245,205, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $122,602 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of the title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens and free from other exceptions not previously approved by the appraised value of each unitSpecial Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during construction; and;
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed);
(6) Construction Loan closing; and
(7) Construction costs, sources and uses, and operating budget.
(2b) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner $61,301 shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Completion of Construction as evidenced by the Inspecting Architect's certification;
(2) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B3) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(4) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership has obtained is not in violation of the Construction Contract;
(5) Insurance required during operations; and
(C6) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4documents required pursuant to Section 14.3(a) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver of this Agreement, if not previously provided to the Limited Partner.
(c) $30,651 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Mortgage Loan documents signed and the Mortgage funded;
(2) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a);
(3) the current rent roll;
(B4) achievement by the project of a Debt Service coverage of 1.10 for 90 consecutive days;
(5) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;pursuant to the Minimum Set-Aside Test; and
(C6) copies of the executed lease agreement agreements with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5d) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner $30,651 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B1) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(2) an audited construction cost certification (which includes an itemized cost breakdown);
(3) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(4) Internal Revenue Code Form 8609, or any successor form; and
(C5) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622451,774, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $312,075 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of an ALTA owners title insurance policy naming commitment, (in a form and substance satisfactory to the Special Limited Partner as a co-insured ("Partner) constituting an agreement by such title company to issue the Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during construction; and;
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).;
(26) Prior closing of the construction loan;
(7) construction-draw disbursement procedure; and
(8) the construction documents required pursuant to the due date Section 14.3(a) of each Capital Contribution installmentthis Agreement, except the first payment, the General Partner shall deliver if not previously provided to the Limited Partner and a fully executed General determination by the Special Limited Partner Certification that construction financing is In-Balance.
(b) $94,518 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference., indicating that the Improvements have been completed in accordance with the Project Documents;
(2) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; construction financing is In-Balance; and
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner:
(A) a permanent certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing.
(c) $45,181 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) lien free Completion of Construction;
(B2) verification that Mortgage Loan documents signed and the Partnership has obtained Mortgage funded;
(3) Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.;
(4) Prior endorsement to the ALTA Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:7.2(a);
(A5) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants immediately prior to funding;
(B6) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C7) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) 8) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(9) an audited construction cost certification (which includes an itemized cost breakdown);
(10) the final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(11) Debt Service Coverage of 1.10 for 90 consecutive days exclusive of the ADFA loan immediately prior to funding;
(12) Internal Revenue Code Form 8609, or any successor form; and
(C13) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622, 382,886 as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $321,995 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens and free from other exceptions not previously approved by the appraised value of each unitSpecial Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during construction; and
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(26) Prior the construction documents required pursuant to the due date Section 14.3(a) of each Capital Contribution installmentthis Agreement, except the first payment, the General Partner shall deliver if not previously provided to the Limited Partner and a fully executed General determination by the Special Limited Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.that construction financing is In-Balance;
(3b) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $60,891 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C3) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(4) Prior Insurance required during operations;
(5) Mortgage Loan documents signed and the Mortgage funded;
(6) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:7.2(a);
(A7) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B) 8) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C9) Completion of Construction;
(10) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B11) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(12) an audited construction cost certification (which includes an itemized cost breakdown);
(13) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(14) Debt Service Coverage of 1.10 for 90 consecutive days immediately prior to funding;
(15) Internal Revenue Code Form 8609, or any successor form; and
(C16) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,339,230, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $380,000 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during construction; and
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2b) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner $380,000 shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(3) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership has obtained is not in violation of the Construction Contract;
(4) Insurance required during operations; and
(C5) receipt by the construction documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner of and a letter from determination by the contractor stating Special Limited Partner that all amounts payable to the contractor have been paid in full and that the Project construction financing is not in violation of the construction contractIn-Balance.
(4c) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner $579,230 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Mortgage Loan documents signed and the Mortgage funded;
(2) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a);
(3) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B4) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C5) Completion of Construction;
(6) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B7) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(8) an audited construction cost certification (which includes an itemized cost breakdown);
(9) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(10) Debt Service Coverage of 1.15 for 90 consecutive days immediately prior to funding;
(11) Internal Revenue Code Form 8609, or any successor form; and
(C12) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6222,249,550, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $2,099,550 capital contribution payment shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during construction; and
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2b) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner $149,970 capital contribution payment shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C3) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3Insurance required during operations;
(5) the General Partner shall deliver construction documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner:.
(A6) Mortgage Loan documents signed and the Mortgage funded;
(7) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a);
(8) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B9) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C10) Completion of Construction;
(11) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B12) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(13) an audited construction cost certification (which includes an itemized cost breakdown);
(14) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(15) Debt Service Coverage of 1.15 for 90 consecutive days immediately prior to funding;
(16) Internal Revenue Code Form 8609, or any successor form;
(17) the first year tax return in which the Tax Credits are taken; and
(C18) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,525,709, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $579,548 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during constructionconstruction and renovation; and
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(b) $523,165 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) the Inspecting Architect's certification of fifty percent completion of the total construction and renovation; and
(2) Prior the construction and renovation documents required pursuant to the due date Section 14.3(a) of each Capital Contribution installmentthis Agreement, except the first payment, the General Partner shall deliver if not previously provided to the Limited Partner and a fully executed General determination by the Special Limited Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this referencethat mortgage financing is In-Balance.
(3c) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $422,996 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Completion of Construction or Renovation;
(2) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B3) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(4) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership has obtained is not in violation of the Construction Contract;
(5) Insurance required during operations; and
(C6) receipt by the construction and renovation documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner of and a letter from determination by the contractor stating Special Limited Partner that all amounts payable to the contractor have been paid in full and that the Project financing is not in violation of the construction contractIn-Balance.
(47) Prior Mortgage Loan documents signed and the Mortgage funded;
(8) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:7.2(a);
(A9) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B10) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (FEDERAL LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C11) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B12) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(13) an audited construction and renovation cost certification (which includes an itemized cost breakdown);
(14) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(15) Debt Service Coverage of 1.15 for 90 consecutive days immediately prior to funding;
(16) Internal Revenue Code Form 8609, or any successor form;
(17) receive approved and executed Historic Preservation Certification Application Part 2 - Description of Rehabilitation.
(18) confirmation in writing by the General Partner as to whether it will provide to the Special Limited Partner:
(a) a commitment from a national bank to issue an irrevocable Letter of Credit to the project in the amount of $50,000 by March 1, 2004 for the purposes of covering any mortgage interest increase; or
(b) a project debt service reserve fund of not less than $50,000 fully funded prior to March 1, 2004; and
(C19) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622633,473, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $252,000 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during constructionconstruction and renovation; and
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(b) $220,000 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) the Inspecting Architect's certification of fifty percent completion of the total construction and renovation; and
(2) Prior the construction and renovation documents required pursuant to the due date Section 14.3(a) of each Capital Contribution installmentthis Agreement, except the first payment, the General Partner shall deliver if not previously provided to the Limited Partner and a fully executed General determination by the Special Limited Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this referencethat mortgage financing is In-Balance.
(3c) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $161,473 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Completion of Construction or Renovation;
(2) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B3) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(4) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership has obtained is not in violation of the Construction Contract;
(5) Insurance required during operations; and
(C6) receipt by the construction and renovation documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner of and a letter from determination by the contractor stating Special Limited Partner that all amounts payable to the contractor have been paid in full and that the Project financing is not in violation of the construction contractIn-Balance.
(47) Prior Mortgage Loan documents signed and the Mortgage funded;
(8) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:7.2(a);
(A9) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B10) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C11) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B12) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(13) an audited construction and renovation cost certification (which includes an itemized cost breakdown);
(14) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(15) Debt Service Coverage of 1.15 for 90 consecutive days immediately prior to funding;
(16) Internal Revenue Code Form 8609, or any successor form;
(17) confirmation in writing by the General Partner as to whether it will provide to the Special Limited Partner:
(a) a commitment from a national bank to issue an irrevocable Letter of Credit to the project in the amount of $50,000 by March 1, 2004 for the purposes of covering any mortgage interest increase; or (b) a project debt service reserve fund of not less than $50,000 fully funded prior to March 1, 2004; and
(C18) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 8)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,844,494, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unit;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing units in the Project;
(B) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 1,383,370 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 276,674 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 92,225 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 69,169 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 23,056 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622, 552,655 as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $450,000 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens and free from other exceptions not previously approved by the appraised value of each unitSpecial Limited Partner;
(D4) verification that the Partnership has obtained Insurance required during construction; and
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(26) Prior the construction documents required pursuant to the due date Section 14.3(a) of each Capital Contribution installmentthis Agreement, except the first payment, the General Partner shall deliver if not previously provided to the Limited Partner and a fully executed General determination by the Special Limited Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.that construction financing is In-Balance;
(3b) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $102,655 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C3) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(4) Prior Insurance required during operations;
(5) Mortgage Loan documents signed and the Mortgage funded;
(6) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:7.2(a);
(A7) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B) 8) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C9) Completion of Construction;
(10) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B11) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(12) an audited construction cost certification (which includes an itemized cost breakdown);
(13) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(14) Debt Service Coverage of 1.10 for 90 consecutive days immediately prior to funding;
(15) Internal Revenue Code Form 8609, or any successor form; and
(C16) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,831,310, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $400,000 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitPolicy;
(D4) verification that the Partnership has obtained Insurance required during construction; and
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(b) $450,000 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) the Inspecting Architect's certification of fifty percent completion of the total construction; and
(2) Prior the construction documents required pursuant to the due date Section 14.3(a) of each Capital Contribution installmentthis Agreement, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver if not previously provided to the Limited Partner.
(c) $500,000 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) the Inspecting Architect's certification of seventy five percent completion of the total construction; and
(2) the construction documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner.
(d) $300,000 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a certification signed by the Inspecting Architect in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(3) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership has obtained is not in violation of the Construction Contract;
(4) Insurance required during operations; and
(C5) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4documents required pursuant to Section 14.3(a) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver of this Agreement, if not previously provided to the Limited Partner.
(e) $100,000 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Mortgage Loan documents signed and the Mortgage funded;
(2) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution providing an as-built survey after Completion of Construction, and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the original owner's Title Policy referenced above in this Section 7.2;
(3) the current rent roll;
(B4) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;pursuant to the Minimum Set-Aside Test; and
(C5) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5f) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner $81,310 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B1) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(2) an audited construction cost certification (which includes an itemized cost breakdown);
(3) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(4) Internal Revenue Code Form 8609, or any successor form; and
(C5) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unit;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Payment referenced in Section 7.2(b)(2) shall be due and payable on November 15, 1998.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(27.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing units in the Project;
(B) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(45) Prior to the Capital Contribution payment referenced in Section 7.2(b)(37.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(56) Prior to the Capital Contribution payment referenced in Section 7.2(b)(47.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(67) Prior to the Capital Contribution payment referenced in Section 7.2(b)(57.2(b)(6) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 1,000,000 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $1,109,466 shall be payable on or before November 15, 1998, provided the conditions set forth in Section 7.2(a) have been met. This Capital Contribution payment shall bear interest equal to 7.00% per annum from the date of this First Amendment until paid in full.
(3) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(34) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(45) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(56) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met. By this First Amendment, the agreement signed and entered into on September 22, 1998 shall change its name to Amended and Restated Agreement of Limited Partnership of United Development Co., L.P. - 97-0 in replacement of the name Second Amended and Restated Agreement of Limited Partnership of United Development Co., - L.P. - 97-0. Such change was due to a typographical error. The Partnership shall be continued pursuant to the Act and on the same terms and conditions as set forth in the Amended and Restated Partnership Agreement amended only as specifically set forth herein.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622470,185, as may be adjusted in accordance with Section 7.4 7.3 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth. The Special Limited Partner is hereby admitted to the Partnership subject to the terms and conditions set forth herein.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured and including a fairway endorsement ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitMortgage Loan and the Limited Partner's Capital Contribution;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner of a copy of the recorded grant deed (warranty deed).;
(2E) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver delivery to the Limited Partner of a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing units in the Project;
(BF) verification that the Partnership has obtained Insurance required during operations; and;
(CG) receipt by delivery to the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) , copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) , and copies of the executed lease agreement with the tenants; and;
(DH) deliver to the Limited Partner copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to Mortgage and the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor formContribution;
(BI) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(CJ) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a7.1(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a7.1(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital ContributionsContribution:
(1) $2,109,466 470,185 shall be payable uponupon receipt by and approval of the Limited Partner of the following:
(a) admittance of the Limited Partner into the Partnership;operating budget; and
(b) receipt by IRS Form 8609 verifying the Limited Partner of the title insurance naming the Limited Partner as co-insuredannual credit amount; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a7.1(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Agreement of Limited Partnership (WNC Housing Tax Credit Fund Vi Lp Series 5)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,024,738, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured and including a non-imputation and fairway endorsement ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitMortgage Loan and the Limited Partner's Capital Contribution;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the Project;
(B) if not previously provided, the draw request information referenced in Section 14.3(a) of this Agreement;
(C) a certification signed by the architect in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(D) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "G" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; and
(E) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown7.2(b); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622868,662, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $735,000 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Special Limited Partner:'s acquisition committee approval;
(A2) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B3) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C4) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D5) verification that the Partnership has obtained Insurance required during constructionconstruction and renovation; and
(E6) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2b) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner $133,662 shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Completion of Construction or Renovation;
(2) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B3) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C4) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(45) Prior Insurance required during operations;
(6) Mortgage Loan documents signed and the Mortgage funded;
(7) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:7.2(a);
(A) 8) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B9) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C10) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B11) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(12) an audited construction and renovation cost certification (which includes an itemized cost breakdown);
(13) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(14) Debt Service Coverage of 1.15 for 90 consecutive days immediately prior to funding;
(15) Internal Revenue Code Form 8609, or any successor form;
(16) the construction and renovation documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner and a determination by the Special Limited Partner that financing is In-Balance; and
(C17) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,638,965, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $296,161 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" B and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" C and incorporated herein by this reference;
(C3) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitPolicy;
(D4) verification that the Partnership has obtained Insurance required during construction; and;
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed);
(6) the Construction Monitoring Agreement;
(7) an executed commitment from the Mortgage lender to provide the Mortgage;
(8) a fully executed Construction Loan;
(9) the construction draw disbursement procedure; and
(10) all documents and workpapers supporting the 10% carryover determination. Notwithstanding the foregoing, the first Capital Contribution payment will be paid in installments based upon approved draw requests in accordance with the Construction Monitoring Agreement.
(b) $60,068 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) the Construction Inspector's certification of 80% completion of the total construction;
(2) Prior the construction documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver Limited Partner;
(3) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Section 14.3(a); and
(4) a fully executed General Partner Certification in determination by the form attached hereto as Exhibit "D" and incorporated herein by this referenceConstruction Inspector, pursuant to the Construction Monitoring Agreement that construction financing is In-Balance.
(3c) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $1,118,757 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit D and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C3) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit F and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3Insurance required during operations;
(5) the General Partner shall deliver construction documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner;
(6) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Section 14.3(a); and
(7) a determination by the Construction Inspector, pursuant to the Construction Monitoring Agreement that construction financing is In-Balance.
(d) $163,978 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Mortgage Loan documents signed and the Mortgage funded;
(2) an updated Title Policy dated no more than 10 days prior to the scheduled Capital Contribution confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a);
(3) an as-built survey adhering to the requirements referenced in Exhibit I attached hereto and incorporated herein and a surveyor's certification as referenced in Exhibit I;
(4) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B5) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal pursuant to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor formMinimum Set-Aside Test;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622616,588, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $369,953 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:execution of this Agreement;
(A2) an ALTA survey;
(3) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B4) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C5) a copy of the title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens and free from other exceptions not previously approved by the appraised value of each unitSpecial Limited Partner;
(D6) verification that the Partnership has obtained Insurance required during construction; and;
(E7) delivery to the Limited Partner copy of building permit;
(8) a copy of the recorded grant deed (warranty deed);
(9) copy of Limited Partner's independent engineer's report;
(10) copy of Construction Contract;
(11) copy of firm commitment from Mortgage Lender; and
(12) full set of Plans and Specifications.
(2b) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner $92,488 shall deliver to e payable upon the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" partner's receipt and incorporated herein by this reference.approval of documents substantiating 50% construction completion, with all accompanying documents including lien releases and date downs;
(3c) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $30,829 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C3) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(4) Prior insurance required during operations;
(5) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(37.2(a).
(d) the General Partner $104,820 shall deliver to be payable upon the Limited Partner:
(A) 's receipt and approval of the current rent rollfollowing documents;
(B1) Mortgage Loan Documents signed and the Mortgage funded;
(2) achievement by the Partnership of a Debt Service Coverage of 1.15 for 90 consecutive days;
(3) 90% tax credit qualified occupancy and 90% actual occupancy for 90 consecutive days;
(4) an audited construction cost certification (which includes an itemized cost breakdown);
(5) an updated Title Policy;
(6) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference; and
(7) an as-built survey.
(e) $18,498 shall be payable upon the Limited Partner's receipt and approval of the following documents;
(1) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C2) copies of the executed lease agreement with the tenants; and;
(D3) copies the current rent roll;
(4) the construction documents required pursuant to Section 14.3(a) of all Mortgage documents and Title Insurance in an amount equal this Agreement, if not previously provided to the appraised value of each unit.Limited Partner;
(5) Prior to the Capital Contribution payment referenced first year tax return in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.Tax Credits are taken;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(7) a copy of the Partnership's audited financial statement;
(8) Internal Revenue Code Form 8609, or any successor form; and
(C9) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(bf) Provided In the conditions event the Limited Partner fails to pay a portion of Section 7.2(aany Capital Contribution by its due date, and any such failure is not cured within forty five (45) of this Partnership Agreement have been days after written request for the payment from the General Partner (after all such prerequisites to receive such payment are met), the Limited Partner shall make be deemed to be in default of its obligations under this Agreement and the following Capital Contributions:
(1) $2,109,466 General Partner shall be payable upon:
(a) admittance entitled to institute a suit of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth law or in Section 7.2(a) of this Agreement have been metequity.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622402,847, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured and including a non-imputation and fairway endorsement ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitMortgage Loan and the Limited Partner's Capital Contribution;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each installment of such Capital Contribution installmentContribution, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the Project;
(B) if not previously provided, the draw request information referenced in Section 14.3(a) of this Agreement;
(C) a certification signed by the architect in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(D) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "G" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; and
(E) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;; and
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown7.2(b); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,108,080, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $997,103 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" B and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" C and incorporated herein by this reference;
(C3) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitPolicy Commitment;
(D4) verification that the Partnership has obtained Insurance required during construction; and
(E5) delivery to the Limited Partner a copy of the draft grant deed (warranty deed). A copy of the Title Policy and the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver be provided to the Limited Partner a fully executed General Partner Certification in with 5 business days of the form attached hereto as Exhibit "D" and incorporated herein by this referenceCapital Contribution.
(3b) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $110,866 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit D and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C3) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit F and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3Insurance required during operations;
(5) the General Partner shall deliver construction documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner:;
(A6) a determination by the Special Limited Partner that financing is In-Balance;
(7) an updated Title Policy dated no more than 10 days prior to the scheduled Capital Contribution confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a);
(8) an as-built survey adhering to the requirements referenced in Exhibit I attached hereto and incorporated herein and a surveyor's certification as referenced in Exhibit I;
(9) the current rent rollroll evidencing a minimum 90% occupancy for 19 of the apartment units by Qualified Tenants and a minimum of 90% occupancy of all 24 apartment units for 90 consecutive days immediately prior to funding;
(B10) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal pursuant to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor formMinimum Set-Aside Test;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,276,886, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured and including a non-imputation and fairway endorsement ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitMortgage Loan and the Limited Partner's Capital Contribution;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(27.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the Project;
(B) if not previously provided, the draw request information referenced in Section 14.3(a) of this Agreement;
(C) a certification signed by the architect in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(D) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "G" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; and
(E) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(37.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) the current rent roll;
(B) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;; and
(C) copies of the executed lease agreement with the tenants; and.
(D5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unitMortgage and the Limited Partner's Capital Contribution.
(56) Prior to the Capital Contribution payment referenced in Section 7.2(b)(47.2(b)(6) the General Partner shall deliver to the Limited Partner:
(A) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(B) an audited construction cost certification (which includes an itemized cost breakdown); and;
(BC) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(AD) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(CE) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 319,221 shall be payable upon:
(aA) admittance of the Limited Partner Investment Partnership into the Project Partnership;
; (bB) receipt and approval by the Investment Partnership of applicable due diligence documents (see Exhibit C attached); (C) receipt by the Limited Partner Investment Partnership of the title insurance naming opinion letter from the Limited Partner as co-insuredProject Partnership's attorney (see Exhibit B attached); provided
(cD) the conditions set forth in Section 7.2(aInvestment Partnership's receipt of and approval of the construction costs, the sources and uses and operating budget; and (E) closing of this Agreement have been met.the construction loan;
(2) $421,894 319,221 shall be payable upon:
(aA) receipt 50% construction completion as evidenced by the Limited Partner of Insurance verification for inspecting architect's certification and the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.construction draw requests;
(3) $140,631 200,000 shall be payable upon:
(aA) achievement 75% construction completion as evidenced by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) inspecting architect's certification and the conditions set forth in Section 7.2(a) of this Agreement have been met.construction draw requests;
(4) $105,474 119,221 shall be payable upon:
(aA) meeting all construction completion as evidenced by the conditions set forth in Section 7.2(b)(1) through inspecting architect's certification; (3) of this Agreement; provided
(bB) the conditions set forth in Section 7.2(aissuance of a permanent certificate of occupancy (or equivalent evidence of local occupancy approval if permanent certificate is not available) for all units; (C) receipt by the Investment Partnership of this Agreement a letter from the contractor stating that all amounts payable to the contractor have been met.paid in full and that the Project Partnership is not in violation of the construction contract; and (D) verification that the Project Partnership has obtained casualty insurance and general liability insurance;
(5) $35,157 212,729 shall be payable upon:
(aA) meeting all achievement by the conditions set forth in Section 7.2(b)(1) through Project Partnership of a debt service coverage of 1.15 for 30 consecutive days; (4) of this Agreement;
(bB) receipt by the Limited Partner Investment Partnership of tenant income verification data to determine that 100% of the apartment units in the Apartment Complex qualify under Section 42 of the Internal Revenue Code; and (C) receipt by the Investment Partnership of a fully executed set of permanent mortgage documents;
(6) $106,492 shall be payable upon:
(A) when all the conditions above have been met and (b) upon receipt by the Investment Partnership of a fully executed IRS Form 8609, the first year tax return in which Tax Credits are taken; provided
taken and the construction cost certificate (c) which includes an itemized cost breakdown, the conditions set accountant's final tax credit certification setting forth in Section 7.2(a) the Project's eligible basis with the amount of this Agreement have been metTax Credits to which the Project Partnership is entitled and a copy of the restrictive covenant/extended use agreement).
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622463,460, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation $115,911 (which includes the Special Limited Partner's Capital Contribution of $46) shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unitPolicy;
(D4) verification that the Partnership has obtained Insurance required during construction; and;
(E5) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed);
(6) an executed commitment from the Mortgage Lender to provide the Mortgage;
(7) an executed Development, Construction and Operating Budget Agreement;
(8) an executed Construction Completion, Operating Deficit and Tax Credit Guarantee Agreement;
(9) an executed Development Fee Agreement and Development Fee Guaranty Agreement;
(10) the construction draw disbursement procedure;
(11) all documents and workpapers supporting the 10% carryover determination; and
(12) payment of $10,000 for costs and expenses incurred in connection with the Limited Partner's or its Affiliate's underwriting of the Apartment Housing and Improvements. Notwithstanding the foregoing, the first Capital Contribution payment will be paid in installments based upon approved draw requests in accordance with the Construction Monitoring Agreement.
(2b) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner $115,865 shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing confirming the apartment units are being placed in service for their intended purpose;
(B2) verification any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a) and (b);
(3) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens;
(4) an audited cost certification together with the Accountant's work papers verifying that the Partnership has obtained Insurance required during operationsexpended the requisite 10% of the reasonably expected cost basis to meet the carryover test provisions of Section 42 of the Code; and
(C5) receipt a determination by the Special Limited Partner that the construction and financing are In-Balance.
(c) $115,865 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(1) a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents;
(2) a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(3) Insurance required during operations;
(4) Prior any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a) and (b);
(5) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment referenced evidencing no construction or development related liens; and
(6) a determination by the Special Limited Partner that the amount of the remaining Capital Contribution, and other financing funds, are equal to or exceed the difference between the Construction Loan and Mortgage in Section 7.2(b)(3) order to retire the Construction Loan. The Limited Partner and Special Limited Partner require receipt and approval of 100% of the initial tenant files as specified in a subsequent Capital Contribution payment. The time required to collect, review and correct, if applicable, tenant files can be substantial. Therefore, to expedite the process the General Partner shall deliver send tenant files to the Special Limited Partner as soon as the file is complete instead of waiting to send the files all at one time.
(d) $69,519 shall be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Mortgage Loan documents signed and the Mortgage funded;
(2) an updated Title Policy dated no more than ten days prior to the scheduled Capital Contribution confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a);
(3) an as-built survey adhering to the requirements referenced in Exhibit "I" attached hereto and incorporated herein and a surveyor's certification as referenced in Exhibit "I";
(4) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding and 100% LIHTC qualified units;
(B5) copies of all initial tenant files including executed lease agreement, completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) ), and any other form or document collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(C) copies pursuant to the Minimum Set-Aside Test and other applicable guidelines under Section 42 of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) Code. For purposes of this Partnership Agreement have been metsub-section only, the Limited Partner shall make requires receipt of all the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance tenant documents as described above, and approval of 10% of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner initial tenant files. Approval of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner balance of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.tenant files is withheld for a subsequent Capital Contribution payment;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6221,063,406, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver the following documents to the Limited PartnerPartner and satisfy the following conditions:
(A) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C) a copy of a commitment for an ALTA owners title insurance policy naming the Limited Partner as a co-insured and including a non-imputation and fairway endorsement ("Title Insurance"). The Title Insurance I nsurance shall be in an amount equal to the appraised value of each unitMortgage Loan and the Limited Partner's Capital Contribution;
(D) verification that the Partnership has obtained Insurance required during construction; and;
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed);
(F) admittance of the Limited Partner into the Partnership;
(G) receipt and approval by the Limited Partner of construction costs, sources and uses and an operating budget; and
(H) closing of the Construction Loan.
(2) Prior to the due date of each Capital Contribution installmentpayment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to the Limited Partner:
(A) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the Project;
(B) if not previously provided, the draw request information referenced in Section 14.3(a) of this Agreement;
(C) a certification signed by the architect in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference, indicating that the Improvements have been completed substantially in accordance with the Project Documents;
(D) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "G" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract;
(E) verification that the Partnership has obtained Insurance required during operations; and
(CF) receipt by a copy of an ALTA owners title insurance policy naming the Limited Partner of as a letter from the contractor stating that all amounts payable co-insured and including a non-imputation and fairway endorsement ("Title Insurance"). The Title Insurance shall be in an amount equal to the contractor have been paid in full Mortgage Loan and that the Project is not in violation of the construction contractLimited Partner's Capital Contribution.
(4) Prior to the Capital Contribution payment referenced in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:
(A) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(B) an audited construction cost certification (which includes an itemized cost breakdown);
(C) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference; and
(D) Internal Revenue Code Form 8609, or any successor form.
(5) Prior to the payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) copies of all Mortgage documents and Title Insurance in an amount equal to the Mortgage and the Limited Partner's Capital Contribution;
(B) the current rent roll;
(BC) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant;
(CD) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; and
(CE) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a7.2(a)(1) of this Partnership Agreement have been met, the Limited Partner shall make pay its entire Capital Contribution to the following Capital ContributionsPartnership, at which time the Partnership shall pay the Developer a portion of the Development Fee in the amount of $191,432 and concurrently the Developer shall deposit the $191,432 into an escrow dated the even date herewith (the "Escrow Agreement" is incorporated herein by this reference). The Escrow Agreement will provide, in part, for a 7% interest per annum on the outstanding Development Fee payable to the Developer. The Escrow Agreement will further provide for the release of the unpaid Development Fee as follows:
(1) $2,109,466 47,858 shall be payable upon:
(aA) admittance 50% completion of the Limited Partner into the Partnership;
(b) receipt Construction as evidence by the Limited Partner of inspecting architect's certification and the title insurance naming the Limited Partner as co-insuredconstruction draw requests; provided
(cB) the conditions set forth in Section 7.2(a7.2(a)(1)-(2) of this Agreement have been met.
(2) $421,894 47,858 shall be payable upon:
(aA) receipt Completion of construction as evidence by the Limited Partner of Insurance verification for the Partnershipinspecting architect's certification; provided
(bB) the conditions set forth in Section 7.2(a7.2(a)(1)-(3) of this Agreement have been met.
(3) $140,631 47,858 shall be payable upon:
(aA) achievement receipt by the Project Limited Partner of a Debt Service Coverage fully executed set of 1.15 for 90 consecutive daysMortgage Loan documents; provided
(bB) the conditions set forth in Section 7.2(a7.2(a)(1)-(4) of this Agreement have been met.
(4) $105,474 47,858 shall be payable uponpayable:
(aA) meeting when all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreementabove have been met; provided
(bB) the conditions set forth in Section 7.2(a7.2(a)(1)-(5) of this Agreement have been met.
(5c) The Class B Special Limited Partner shall make a total Capital Contribution in the amount of $35,157 shall be payable upon409,453, in cash, on the dates and subject to the conditions herein as follows:
(a1) meeting all $335,751 shall be paid when the conditions set forth payment of the Limited Partners Capital Contribution in Section 7.2(b)(17.2(b) through becomes due and payable;
(2) $25,796 shall be paid upon Completion of Construction;
(3) $25,796 shall be paid upon state designation as evidenced by issuance of the Missouri eligibility statements;
(4) $22,110 shall be paid upon initial 100% tax credit qualified occupancy and attainment of this Agreement1.10 Debt Service Coverage;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Agreement of Limited Partnership (WNC Housing Tax Credit Fund Vi Lp Series 6)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622760,643, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $684,579 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partner's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Special Limited Partner:'s acquisition committee approval;
(A2) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B3) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C4) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens except the appraised value of each unitConstruction Loan and free from other exceptions not previously approved by the Special Limited Partner;
(D5) verification that the Partnership has obtained Insurance required during constructionconstruction and renovation; and
(E6) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2b) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner $76,064 shall deliver to the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference.
(3) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) Completion of Construction or Renovation;
(2) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B3) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C4) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(45) Prior Insurance required during operations;
(6) Mortgage Loan documents signed and the Mortgage funded;
(7) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(3) the General Partner shall deliver to the Limited Partner:7.2(a);
(A) 8) the current rent rollroll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding;
(B9) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C10) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B11) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(12) an audited construction and renovation cost certification (which includes an itemized cost breakdown);
(13) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference;
(14) Debt Service Coverage of 1.15 for 90 consecutive days immediately prior to funding;
(15) Internal Revenue Code Form 8609, or any successor form;
(16) the construction and renovation documents required pursuant to Section 14.3(a) of this Agreement, if not previously provided to the Limited Partner and a determination by the Special Limited Partner that financing is In-Balance; and
(C17) any documents previous previously not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall be payable upon:
(a) admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,6223,039,985.00, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction of the following conditions.:
(1) Prior prior to the initial payment of the Capital Contribution payment only, the General Partner shall deliver issuance to the Limited Partner:
(A) a Partner of an opinion of the Partnership's legal opinion counsel in a form substantially similar to the form of opinion attached hereto as Exhibit "B" AB@ and incorporated herein by this reference;.
(B2) prior to the initial payment of the Capital Contribution only, the General Partner shall deliver to the Limited Partner a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C3) a copy of an ALTA owners title insurance policy naming the Limited Partner as a co-insured ("Title Insurance"). The Title Insurance shall be in an amount equal to the appraised value of each unit;
(D) verification that the Partnership has obtained Insurance required during construction; and
(E) delivery to the Limited Partner a copy of the recorded grant deed (warranty deed).
(2) Prior prior to the due date of each installment of such Capital Contribution installment, except the first payment, the General Partner shall deliver to the Limited Partner a fully executed General Partner Certification Certification, in the a form attached hereto as Exhibit "D" AD@ and incorporated herein by this reference., to the effect that all of the representations and warranties set forth in Article IX are accurate;
(34) Prior prior to the Capital Contribution payment referenced in Section 7.2(b)(27.2(b) (3) the General Partner shall deliver to the Limited Partner:
(A) Partner a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectProject and a copy of the recorded grant deed (warranty deed);
(B5) verification that the Partnership has obtained Insurance required during operations; and
(C) receipt by the Limited Partner of a letter from the contractor stating that all amounts payable to the contractor have been paid in full and that the Project is not in violation of the construction contract.
(4) Prior prior to the Capital Contribution payment referenced in Section 7.2(b)(37.2(b) (4), the General Partner shall deliver to the Limited Partner a copy of an ALTA Owner's Title Insurance Policy in an amount equal to the Mortgage and Capital Contributions and including a non-imputation and fairway endorsement, copies of all Mortgage Notes and Mortgage Loan documents required by the Lender to close the Mortgage and disburse Mortgage proceeds to the Partnership;
(6) prior to the Capital Contribution payment referenced in Section 7.2(b) (4) the General Partner shall deliver to the Limited Partner:
(A) Partner the current rent roll;
(B) , copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) and executed lease agreements collected by the Management Agent, or General Partner, verifying each tenant's =s eligibility as a Qualified Tenant;
(C7) copies of the executed lease agreement with the tenants; and
(D) copies of all Mortgage documents and Title Insurance in an amount equal prior to the appraised value of each unit.
(5) Prior to the Capital Contribution payment referenced in Section 7.2(b)(4through and including 7.2(b) (3) the General Partner shall deliver to the Limited Partner copies of all inspecting architect's application and certificate of payment (AIA Document G702, or similar form acceptable to the Limited Partner:), all Construction Loan draw requests and a copy of the construction schedule and any updates to the construction schedule;
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(6) Prior 8) prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) Partner a copy of the declaration Declaration of restrictive covenantsRestrictive Covenants/extended use agreement Extended Use Agreement entered into between the Partnership and the State Tax Credit Agency; and
(C) , an audited construction cost certification with an itemized cost breakdown, Internal Revenue Code Form 8609, or any successor form and any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) and Sections 14.3(a), (b) and (c).
(b) Provided the conditions of Section 7.2(a) of this Partnership Agreement have been met, the Limited Partner shall make the following Capital Contributions:
(1) $2,109,466 shall 1,519,835.00 will be payable upon:
(a) upon admittance of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) Partnership and construction loan closing, provided the conditions set forth in Section 7.2(a) of this Agreement have been met.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.;
(2) $304,030 will be payable upon 50% construction completion as evidenced by the inspecting architect=s certification and the construction draw requests, provided the conditions of 7.2(a) have been met. The Capital Contribution installment will be paid to the Construction Lender's construction loan disbursement account and will be disbursed by the Construction Lender to the Partnership in accordance with their procedures;
(3) $140,631 shall 760,075.00 will be payable uponpayable:
(aA) achievement upon Completion of Construction as evidenced by the inspecting architect's certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference.
(B) the issuance of a permanent certificate of occupancy (or equivalent evidence of local occupancy approval) for all units;
(C) receipt of a letter from the Contractor stating all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract.
(D) verification that the Partnership has obtained Insurance, and;
(E) provided the conditions of Section 7.2(a) have been met;
(4) $152,015.00 Will be payable:
(A) the date the Project of maintains a Debt Service Coverage of 1.15 for 90 consecutive days; provided;
(bB) delivery to the Limited Partner of tenant income verification that 100% of the occupied apartment units in the Project qualify under Section 42 of the Code;
(C) delivery to the Limited Partner of a fully executed set of Mortgage documents and an ALTA Owner's Title Insurance Policy;
(D) delivery to the Limited Partner of the construction cost certificate which includes an itemized cost breakdown, the Accountant's final tax credit certification setting forth the Project's eligible basis with the amount of Tax Credits to which the Partnership is entitled in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.
(E) delivery to the Limited Partner of a copy of the restrictive covenants/extended use agreement; and
(F) provided the conditions set forth in of Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.and
(5) $35,157 shall 304030 will be payable upon:
(a) meeting when all the above conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by have been met and upon the Limited Partner Partner's receipt of IRS Form 8609 and the first year tax return in which Tax Credits are taken; provided
(c) , provided the conditions set forth in of Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $2,812,622686,939, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth.
(a) The obligation of $412,163 shall be payable upon the Limited Partner to pay the aforesaid Capital Contribution shall be subject to the satisfaction Partn er's receipt and approval of the following conditions.documents:
(1) Prior to the initial Capital Contribution payment the General Partner shall deliver to the Limited Partner:execution of this Agreement;
(A2) an ALTA survey;
(3) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference;
(B4) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference;
(C5) a copy of the title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an ALTA owners agreement by such title insurance policy naming company to issue the Limited Partner as a co-insured ("Title Insurance")Policy within fifteen working days. The Title Insurance shall title commitment will show the Apartment Housing to be in an amount equal to free from liens and free from other exceptions not previously approved by the appraised value of each unitSpecial Limited Partner;
(D6) verification that the Partnership has obtained Insurance required during construction; and;
(E7) delivery to the Limited Partner copy of building permit;
(8) a copy of the recorded grant deed (warranty deed);
(9) copy of Limited Partner's independent engineer's report;
(10) copy of Construction Contract;
(11) copy of firm commitment from Mortgage Lender; and
(12) full set of Plans and Specifications.
(2b) Prior to the due date of each Capital Contribution installment, except the first payment, the General Partner $103,041 shall deliver to e payable upon the Limited Partner a fully executed General Partner Certification in the form attached hereto as Exhibit "D" partner's receipt and incorporated herein by this reference.approval of documents substantiating 50% construction completion, with all accompanying documents including lien releases and date downs;
(3c) Prior to the Capital Contribution payment referenced in Section 7.2(b)(2) the General Partner $34,347 shall deliver to be payable upon the Limited Partner's receipt and approval of the following documents:
(A1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the housing apartment units in the ProjectApartment Housing;
(B2) verification a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Partnership has obtained Insurance required during operations; andImprovements have been completed in accordance with the Project Documents;
(C3) receipt by the Limited Partner of a letter from the contractor Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the contractor Contractor have been paid in full and that the Project Partnership is not in violation of the construction contract.Construction Contract;
(4) Prior insurance required during operations;
(5) endorsement to the Title Policy dated no more than ten days prior to the scheduled Capital Contribution payment providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(b)(37.2(a).
(d) the General Partner $116,768 shall deliver to be payable upon the Limited Partner:
(A) 's receipt and approval of the current rent rollfollowing documents;
(B1) Mortgage Loan Documents signed and the Mortgage funded;
(2) achievement by the Partnership of a Debt Service Coverage of 1.15 for 90 consecutive days;
(3) 90% tax credit qualified occupancy and 90% actual occupancy for 90 consecutive days;
(4) an audited construction cost certification (which includes an itemized cost breakdown);
(5) an updated Title Policy;
(6) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference; and
(7) an as-built survey.
(e) $20,620 shall be payable upon the Limited Partner's receipt and approval of the following documents;
(1) copies of all initial tenant files including completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenantpursuant to the Minimum Set-Aside Test;
(C2) copies of the executed lease agreement with the tenants; and;
(D3) copies the current rent roll;
(4) the construction documents required pursuant to Section 14.3(a) of all Mortgage documents and Title Insurance in an amount equal this Agreement, if not previously provided to the appraised value of each unit.Limited Partner;
(5) Prior to the Capital Contribution payment referenced first year tax return in Section 7.2(b)(4) the General Partner shall deliver to the Limited Partner:
(A) an audited construction cost certification (which includes an itemized cost breakdown); and
(B) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference.Tax Credits are taken;
(6) Prior to the Capital Contribution payment referenced in Section 7.2(b)(5) the General Partner shall deliver to the Limited Partner:
(A) Internal Revenue Code Form 8609, or any successor form;
(B) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency;
(7) a copy of the Partnership's audited financial statement;
(8) Internal Revenue Code Form 8609, or any successor form; and
(C9) any documents previous not provided to the Limited Partner but required pursuant to this Section 7.2(a) 7.2 and Sections 14.3(a), (b) and (cb).
(bf) Provided In the conditions event the Limited Partner fails to pay a portion of Section 7.2(aany Capital Contribution by its due date, and any such failure is not cured within forty five (45) of this Partnership Agreement have been days after written request for the payment from the General Partner (after all such prerequisites to receive such payment are met), the Limited Partner shall make be deemed to be in default of its obligations under this Agreement and the following Capital Contributions:
(1) $2,109,466 General Partner shall be payable upon:
(a) admittance entitled to institute a suit of the Limited Partner into the Partnership;
(b) receipt by the Limited Partner of the title insurance naming the Limited Partner as co-insured; provided
(c) the conditions set forth law or in Section 7.2(a) of this Agreement have been metequity.
(2) $421,894 shall be payable upon:
(a) receipt by the Limited Partner of Insurance verification for the Partnership; provided
(b) the conditions set forth in Section 7.2(a) have been met.
(3) $140,631 shall be payable upon:
(a) achievement by the Project of a Debt Service Coverage of 1.15 for 90 consecutive days; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(4) $105,474 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (3) of this Agreement; provided
(b) the conditions set forth in Section 7.2(a) of this Agreement have been met.
(5) $35,157 shall be payable upon:
(a) meeting all the conditions set forth in Section 7.2(b)(1) through (4) of this Agreement;
(b) receipt by the Limited Partner of the first year tax return in which Tax Credits are taken; provided
(c) the conditions set forth in Section 7.2(a) of this Agreement have been met.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
