Common use of Phase II ROFR Term – Post-Tax Compliance Period Clause in Contracts

Phase II ROFR Term – Post-Tax Compliance Period. Borrower covenants and agrees that, subject to Section 5.03 above, if the Borrower receives a Bona Fide Offer during the period commencing upon the close of the fifteenth (15th) full year of the compliance period for the federal low-income housing tax credits for the Property (“Tax Credit Compliance Period”) and ending the date which is fifteen (15) years after the close of the Tax Credit Compliance Period (the “Phase II ROFR Term”), which offer the Borrower desires to accept, the County shall have a right of first refusal to purchase the Property (the “Phase II Refusal Right”) pursuant to the terms and conditions set forth in this Section 5.04, at the “minimum purchase price” as defined in Section 42(i)(7)(B) of the Code (the “Phase II ROFR Term Purchase Price”). In addition to all other applicable conditions set forth in this Section 5.04: (1) the foregoing grant of the Phase II Refusal Right shall be effective only if the County Board is currently and remains a “government agency” meeting the requirements of Section 42(i)(7)(A) of the Code until (A) the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed or (B) the Phase II Refusal Right has been assigned to a permitted assignee described in Section 5.04(f) hereof, and (2) any assignment of the Phase II Refusal Right shall be effective only if the assignee is at the time of the assignment and remains at all times thereafter, until the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed, a permitted assignee described in Section 5.04(f) hereof that meets the requirements of Section 42(i)(7)(A) of the Code.

Phase II ROFR Term – Post-Tax Compliance Period. Borrower covenants and agrees that, subject to Section 5.03 above, if the Borrower receives a Bona Fide Offer during the period commencing upon the close of the fifteenth (15th) full year of the compliance period for the federal low-income housing tax credits for the Property (“Tax Credit Compliance Period”) and ending the date which is fifteen (15) years after the close of the Tax Credit Compliance Period (the “Phase II ROFR Term”), which offer the Borrower desires to accept, the County shall have a right of first refusal to purchase the Property (the “Phase II Refusal Right”) pursuant to the terms and conditions set forth in this Section 5.04, at the lesser of the “minimum purchase price” as defined in Section 42(i)(7)(B) of the Code Code, or the Bona Fide Offer proposed purchase price (the “Phase II ROFR Term Purchase Price”). In addition to all other applicable conditions set forth in this Section 5.04: (1) the foregoing grant of the Phase II Refusal Right shall be effective only if the County Board is currently and remains a “government agency” meeting the requirements of Section 42(i)(7)(A) of the Code until (A) the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed or (B) the Phase II Refusal Right has been assigned to a permitted assignee described in Section 5.04(f) hereof, and (2) any assignment of the Phase II Refusal Right shall be effective only if the assignee is at the time of the assignment and remains at all times thereafter, until the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed, a permitted assignee described in Section 5.04(f) hereof that meets the requirements of Section 42(i)(7)(A) of the Code.

Phase II ROFR Term – Post-Tax Compliance Period. Borrower covenants and agrees that, subject to Section 5.03 above, if the Borrower receives a Bona Fide Offer from a purchaser that is not affiliated with WHDC during the period commencing upon the close of the fifteenth (15th) full year of the compliance period for the federal low-income housing tax credits for the Property (“Tax Credit Compliance Period”) and ending the date which is fifteen (15) years after the close of the Tax Credit Compliance Period (the “Phase II ROFR Term”), which offer the Borrower desires to accept, the County shall have a right of first refusal to purchase the Property (the “Phase II Refusal Right”) pursuant to the terms and conditions set forth in this Section 5.04, at the “minimum purchase price” as defined in Section 42(i)(7)(B) of the Code (the “Phase II ROFR Term Purchase Price”). In addition to all other applicable conditions set forth in this Section 5.04: (1) the foregoing grant of the Phase II Refusal Right shall be effective only if the County Board is currently and remains a “government agency” meeting the requirements of Section 42(i)(7)(A) of the Code until (A) the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed or (B) the Phase II Refusal Right has been assigned to a permitted assignee described in Section 5.04(f) hereof, and (2) any assignment of the Phase II Refusal Right shall be effective only if the assignee is at the time of the assignment and remains at all times thereafter, until the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed, a permitted assignee described in Section 5.04(f) hereof that meets the requirements of Section 42(i)(7)(A) of the Code.

Phase II ROFR Term – Post-Tax Compliance Period. Borrower covenants and agrees that, subject to Section 5.03 aboveabove and the RHFFI ROFR Agreement, if the Borrower receives a Bona Fide Offer to purchase the Property from a third party prospective purchaser during the period commencing upon the close of the fifteenth (15th) full year of the compliance period for the federal low-income housing tax credits for the Property (“Tax Credit Compliance Period”) and ending the date which is fifteen (15) years after the close of the Tax Credit Compliance Period (the “Phase II ROFR Term”), which offer Bona Fide Offer the Borrower desires to acceptaccept (with the consent of the Borrower’s Investor Limited Partner to the extent required under the Borrower’s then-governing organizational documents), the County shall have a right of first refusal to purchase the Property (the “Phase II Refusal Right”) pursuant to the terms and conditions set forth in this Section 5.04, at the lesser of the “minimum purchase price” as defined in Section 42(i)(7)(B) of the Code Code, or the Bona Fide Offer proposed purchase price which the Borrower desires to accept (the “Phase II ROFR Term Purchase Price”). In addition to all other applicable conditions set forth in this Section 5.04: (1) the foregoing grant of the Phase II Refusal Right shall be effective only if the County Board is currently and remains a “government agency” meeting the requirements of Section 42(i)(7)(A) of the Code until (A) the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed or (B) the Phase II Refusal Right has been assigned to a permitted assignee described in Section 5.04(f) hereof, and (2) any assignment of the Phase II Refusal Right shall be effective only if the assignee is at the time of the assignment and remains at all times thereafter, until the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed, a permitted assignee described in Section 5.04(f) hereof that meets the requirements of Section 42(i)(7)(A) of the CodeCode and has been approved by the Borrower’s Investor Limited Partner. (3) As a condition to closing on the Phase II Refusal Right, the Borrower or the Borrower’s general partner must pay to the Investor Limited Partner all amounts owed to the Investor Limited Partner under Borrower’s Amended and Restated Agreement of Limited Partnership, including any amounts owed under Article III or IV or any other provision of said agreement.

Phase II ROFR Term – Post-Tax Compliance Period. Borrower covenants and agrees that, subject to Section 5.03 above, if the Borrower receives a Bona Fide Offer to purchase the Property from a prospective purchaser, other than ARHC or an Affiliate of ARHC, during the period commencing upon the close of the fifteenth (15th) full year of the compliance period for the federal low-income housing tax credits for the Property (“Tax Credit Compliance Period”) and ending the date which is fifteen (15) years after the close of the Tax Credit Compliance Period (the “Phase II ROFR Term”), which offer the Borrower desires to accept, the County shall have a right of first refusal to purchase the Property (the “Phase II Refusal Right”) pursuant to the terms and conditions set forth in this Section 5.04, at the lesser of the “minimum purchase price” as defined in Section 42(i)(7)(B) of the Code Code, or the Bona Fide Offer proposed purchase price which the Borrower desires to accept (the “Phase II ROFR Term Purchase Price”). In addition to all other applicable conditions set forth in this Section 5.04: (1) the foregoing grant of the Phase II Refusal Right shall be effective only if the County Board is currently and remains a “government agency” meeting the requirements of Section 42(i)(7)(A) of the Code until (A) the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed or (B) the Phase II Refusal Right has been assigned to a permitted assignee described in Section 5.04(f) hereof, and (2) any assignment of the Phase II Refusal Right shall be effective only if the assignee is at the time of the assignment and remains at all times thereafter, until the Phase II Refusal Right has been exercised and the resulting purchase and sale has been closed, a permitted assignee described in Section 5.04(f) hereof that meets the requirements of Section 42(i)(7)(A) of the Code.