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HomeMy WebLinkAboutECHDA15-005 Tabor Grand LLLP FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED LIABILITY LIMITED PARTNERSHIP OF TABOR GRAND LLLP This First Amendment to First Amended and Restated Agreement of Limited Liability Limited Partnership(the"First Amendment")of TABOR GRAND,LLLP,a Colorado limited liability limited partnership (the"Partnership"), is made as of January 1, 2015,by and among TG MANAGERS LLC,as General Partner,MHEG FUND 40,LP, a Nebraska limited partnership,as Investor Limited Partner, MIDWEST HOUSING ASSISTANCE CORPORATION,a Nebraska corporation, as Special Limited Partner and EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, a Colorado public body, corporate and politic, as Administrative Limited Partner. RECITALS WHEREAS, the Partnership was formed as a Colorado limited liability limited partnership pursuant to a Certificate of Limited Partnership and Statement of Registration to Register as a Limited Liability Limited Partnership filed with the Colorado Secretary of State on November 27,2013; WHEREAS, the General partner,the Investor Limited Partner and the Special Limited Partner entered into that certain First Amended and Restated Agreement of Limited Liability Limited Partnership, dated as of March 1,2014(the"Partnership Agreement"); WHEREAS,the parties hereto now desire to amend the Partnership Agreement as set forth below: NOW,THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows: AGREEMENT 1. The Partnership Agreement is hereby amended as follows: A. Section 2.01 is hereby amended to add the following definition of"Administrative Limited Partner": "Administrative Limited Partner"means Eagle County Housing and Development Authority, a public body, corporate and politic. B. The definition of"Partner"contained in Section 2.01 is hereby deleted in its entirety and replaced with the following text: "Partner"means the General Partner and/or the Investor Limited Partner and/or the Special Limited Partner and/or the Administrative Limited Partner, as the context so requires. C. Section 4.02(a) is hereby amended to insert the following text as a new clause(iv), and the existing clauses Fourth, Fifth, Sixth, Seventh and Eighth shall be amended to be clauses Fifth, Sixth, Seventh,Eighth and Ninth,respectively. -1- "Fourth, to Administrative Limited Partner,the Tax Abatement Monitoring Fee, and any prior Tax Abatement Monitoring Fee not paid to the Administrative Limited Partner due to the insufficiency of Cash Flow in any Partnership Accounting Year;" D. Sections 4.01(a)and 4.01(b)(v)of the Partnership Agreement are amended by, in each case, replacing".01%to the General Partner"with".005%to the General Partner and .005%to the Administrative Limited Partner." E. Section 6.09(d)of the Partnership Agreement is amended to require that all insurance policies required thereunder shall also name the Administrative Limited Partner as an additional named insured. F. The following text is hereby added as a new Section 7.07: The Partnership shall pay to the Administrative Limited Partner an annual fee equal to$3,000 (the"Tax Abatement Monitoring Fee")which shall be treated in all respects as a guaranteed payment to compensate the Administrative Limited Partner for administrative costs of monitoring compliance by the Partners and the Partnership with the terms and conditions of this Partnership Agreement. Such fee shall be due and payable on January 30 of each year. Due to the Administrative Limited Partner's status as a Limited Partner of the Partnership for all purposes pursuant to Sections 8.01, 8.02, 8.03 and 8.05, certain property owned by the Partnership may be exempt from local and municipal taxes, including special assessments and ad valorem real property taxes,under C.R.S. § 29-4-507. However, the Administrative Limited Partner makes no warranties or representations to the Partnership,the General Partner,the Investor Limited Partner or the Special Limited Partner regarding the applicability of C.R.S. § 29-4-507 to any property of the Partnership due to the admission of the Administrative Limited Partner as a Limited Partner, and the Tax Abatement Monitoring Fee shall be paid on an annual basis regardless of the availability and extent of any tax exemption under C.R.S. § 29-4-507. U. The Administrative Limited Partner shall be deemed to be a Limited Partner for all purposes in Sections 8.01, 8.02, 8.03 and 8.05.Notwithstanding the foregoing,under no circumstances shall the Administrative Limited Partner have any obligations under the Partnership Agreement, including, without limitation, any obligation to indemnify any other Partner or the Partnership. H. Section 12.01 of the Partnership Agreement is hereby deleted in its entirety and replaced with the following text: Section 12.01.Books and Records; Site Inspection.The Partnership shall maintain all books and records which are required under the Uniform Act,the Code and Regulations, or by any governmental agencies having jurisdiction and may maintain such other books and records as the General Partner deems advisable.All records required to determine the partnership's ability to claim Credits (including,without limitation,records regarding Eligible Basis of the Apartment Complex and records pertaining to the qualification and recertification of tenants)shall be kept and maintained during the entire Compliance Period and shall be turned over to the Special Limited Partner upon any removal or withdrawal of the General Partner or to any new Management Agent appointed pursuant to Article XI. Upon the request of the Investor Limited Partner or the Administrative Limited Partner, the General Partner shall promptly provide to the Investor Limited Partner or the Administrative Limited Partner,as applicable, copies of all records and files with respect to initial and other tenants, income certifications and such other information as is necessary to establish at any time the number of units treated as occupied by Qualified Tenants(and the Investor Limited Partner agrees to reimburse the General Partner -2- for all costs reasonably incurred by the General Partner in providing such information to the Investor Limited Partner). In this regard,the Investor Limited Partner shall have the right to require the General Partner to submit such files to the Investor Limited Partner prior to the General Partner or the Management Agent executing a lease with any such tenant. The Partnership will also maintain a list of the names and addresses of all Partners. The books and records and list of Partners shall be available for examination by any Partner, or his duly authorized representatives, at the principal office of the Partnership at any and all reasonable times. In addition,the Investor Limited Partner is authorized to conduct a physical inspection of the Apartment Complex at any and all reasonable times. I. Section 12.06 of the Partnership Agreement is hereby amended and restated in its entirety with the following text: Section 12.06. Information to Partners. (a) For each year of the Partnership's existence,the Partnership shall deliver to the Limited Partner and the Administrative Limited Partner,within 45 days after the end of the Partnership Taxable Year, copies of all completed and executed forms that are required to be filed with the Service; notwithstanding the foregoing,the Partnership shall use all reasonable efforts to ensure that the required forms are delivered to the Limited Partner and the Administrative Limited Partner within 30 days after the end of the Partnership Taxable Year. (b) Audited financial statements for the General Partner and for the Partnership for the preceding Partnership Accounting Year shall be delivered to the Limited Partner and the Administrative Limited Partner within 45 days after the end of the Partnership Taxable Year.An annual pro forma operating budget shall be prepared by the General Partner or the Management Agent and furnished to the Investor Limited Partner and the Administrative Limited Partner at least 60 days prior to the beginning of each Partnership Accounting Year. (c) Within 15 days after the end of each month of a fiscal year of the Partnership,the General Partner shall cause to be prepared and distributed to the Limited Partner and the Administrative Limited Partner a report containing: (i) a Partnership balance sheet, which may be unaudited; (ii) a statement of Partnership income and expenses for the month then ended,which may be unaudited; (iii) a statement of Partnership cash flows,reserves and capital proceeds for the month then ended, which may be unaudited; (iv) a certification of the General Partner that the Apartment Complex and its tenants are in compliance with all applicable federal, state and local requirements and regulations; (v) a copy of the rent roll for the Apartment Complex,an operating statement and an occupancy/rental report,all in the form specified by the Limited Partner; (vi) a statement describing(a) any new agreement, contract or arrangement between the Partnership and a General Partner or any Affiliate of a General Partner, and (b)the amount of all fees and other compensation and distributions and -3- reimbursed expenses paid by the Partnership for the month to a General Partner or an Affiliate of a General Partner; (vii) a report of the significant activities of the Partnership during the fiscal month; and (viii) all other information which would be pertinent to a reasonable investor regarding the Partnership and its activities during the month covered by the report, including but not limited to, copies of any filings and correspondence with the United States Treasury or the Agency(and its successors and assigns)regarding the Apartment Complex. (d) Commencing with the fiscal year in which the Closing Date occurs and continuing thereafter until the Guaranty is terminated, audited financial statements and a certified schedule of real estate owned shall be submitted to the Investor Limited Partner and the Administrative Limited Partner annually for each Guarantor by March 31st and final tax returns for each Guarantor shall be delivered annually to the Limited Partner and the Administrative Limited Partner by June 30th.Notwithstanding the foregoing, in the event the Guarantor is an individual,certified financial statements shall be delivered annually in the event audited financial statements are unavailable. Each reference to an "audit"within this Section 12.06(d) shall mean an annual audited financial statement prepared in full compliance with GAAP. Each reference to "certified"within this Section 12.06(d)means the Person who is the subject of the statement shall certify in writing to the Limited Partner and the Administrative Limited Partner that the information is current,accurate,and complete. (e) If the General Partner or Partnership shall fail to deliver any of the information required by Section 12.06(a), (b), (c)or(d)to be delivered to the Investor Limited Partner within the specified time limits,the General Partner shall pay damages to the Investor Limited Partner in the sum of$250 per day thereafter until such information is received by the Investor Limited Partner. Such damages shall be paid forthwith by the General Partner and failure to so pay shall constitute a material default of the General Partner under this Agreement. In addition,if the General Partner fails to so pay,the General Partner shall forthwith cease to be entitled to the payment or distribution of any Cash Flow or Net Proceeds to which it may otherwise be entitled under Article IV hereof. Such payments or distributions of Cash Flow and Net Proceeds shall be restored and allowed only upon the payment of such damages in full and any amount of such damages not so paid shall be deducted against payments of the Cash Flow or Net Proceeds otherwise due to the General Partner. (f) The Limited Partner reserves the right,upon satisfactory performance, to require reports on a quarterly basis. J. Section 14.12 is hereby amended to append the following text to the end of such Section: "The Administrative Limited Partner shall be deemed to have been admitted to the Partnership as of January 1,2015 for all purposes of this Agreement." K. The following text is added as a new Section 14.14: Section 14.14 The General Partner may remove the Administrative Limited Partner or the Administrative Limited Partner may withdraw as a Partner of the Partnership if such removal or withdrawal is for cause or is required by law. For purposes of this Section,"for cause"shall mean: (a) the Apartment Complex ceases to comply with the low income housing standards -4- required by state law to maintain the exemption under C.R.S. sections 29-4-226 and 29- 4-227,which provisions exempt"[t]he portion of a project that is...occupied by persons of low income and that is owned by...an entity in which an authority has an ownership interest" from special assessments and property taxation imposed by the State of Colorado or any political subdivision thereof, (b) For so long as the Administrative Limited Partner is a Partner,the Partnership shall(a) maintain its registration as a limited partnership, (b)maintain required insurance for the Apartment Complex and list the Administrative Limited Partner as an additional insured under any insurance policies covering the Apartment Complex and the Partnership; and (c)notify the Administrative Limited Partner of any default causing a material adverse effect to the Partnership relating to the Construction Loan or First Mortgage Loan for the Apartment Complex or the Partnership Agreement or any violation of law causing a material adverse effect to the Partnership(including environmental)relating to the Apartment Complex,the Partnership or its Partners,or the General Partner materially breaches and does not cure its representations,warranties or covenants or its obligations to the Administrative Limited Partner contained in this Agreement causing a material adverse effect to the Partnership; (c) the Partnership files a voluntary petition of bankruptcy or insolvency or a petition for reorganization under any bankruptcy law; the Partnership consents to an involuntary petition in bankruptcy or the Partnership fails to vacate any order approving an involuntary petition within 90 days of its date of entry; or an order,judgment or decree is entered by any court of competent jurisdiction,on the application of a creditor, adjudicating the Partnership a bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver,trustee or liquidator of all or a substantial part of such person's assets, if the order,judgment or decree continues unstayed and in effect for 120 consecutive days; (d) the Partnership shall be in material default of any of its obligations under the Project Documents after the expiration of all applicable notice and cure periods; (e) the General Partner is no longer a Partner of the Partnership for any reason other than a removal by the Special Limited Partner pursuant to Section 8.04 or if any of the Partners other than the Administrative Limited Partner are in material default under the Partnership Agreement which may have a material adverse effect on the Partnership; or (f) the occurrence of an Administrative Limited Partner Withdrawal Event pursuant to Section 14.15 hereof. In addition to the above removal for cause, the Administrative Limited Partner, may, at the Administrative Limited Partner's option,withdraw from the Partnership at any time following the conclusion of the Compliance Period. L. The following text is added as a new Section 14.15: As soon as is practicable after December 31,2031,the Administrative Limited Partner, the General Partner and the Investor Limited Partner shall meet with the Leadville City Commission, and such parties shall meet and confer regarding the Administrative Limited Partner's continued ownership interest in the Apartment Complex,and the parties shall specifically consider the continuing financial need of the Apartment Complex to receive a real -5- property tax exemption by virtue of the Administrative Limited Partner's limited partnership interest in the Partnership. If it is unanimously agreed by the Partners in attendance and the Leadville City Commissions within thirty(30)days following such meeting, as evidenced by a written agreement among such parties,that the such tax exemption is no longer required for the economic viability of the Apartment Complex,the same shall constitute an"Administrative Limited Partner Withdrawal Event,"and the Administrative Limited Partner shall, for the sum of (a) all accrued and unpaid Tax Abatement Monitoring Fees, if any,and(b)Ten Dollars ($10.00), withdraw as a Partner of the Partnership within thirty(30)days after such determination. In addition,in the event that Section 29-4-227 of the Colorado Revised Statutes is revised such that the tax exemptions therein described as of the date of this Agreement are no longer available to the Partnership,the same shall constitute an"Administrative Limited Partner Withdrawal Event," and the Administrative Limited Partner shall, for the sum of(a)all accrued and unpaid Tax Abatement Monitoring Fees, if any, and(b)Ten Dollars($10.00), withdraw as a Partner of the Partnership within thirty(30)days after such determination. M. Schedule A is hereby deleted in its entirety and replaced with Schedule A attached hereto. 2. Right of First Refusal Agreement. As a condition precedent to the effectiveness of this First Amendment,the General Partner,the Investor Limited Partner, and the Administrative Limited Partner shall execute and deliver a Right of First Refusal Agreement in the form attached hereto as Exhibit A. 3. Capitalized Terms. Capitalized terms used and not otherwise defined in this First Amendment, shall have the respective meanings set forth in the Partnership Agreement, as heretofore amended. 4. Counterparts. This First Amendment may be executed in two or more counterparts, all of which as so executed shall constitute one Amendment,binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterparts; provided,however,that no provision of this First Amendment shall become effective and binding unless and until all parties hereto have duly executed this First Amendment, at which time this First Amendment shall then become effective and binding as of the date first written above. 5. Modification. Except as expressly amended by this First Amendment,the Partnership Agreement shall remain unmodified and in full force and effect. 6. Cost and Expenses of First Amendment. The General Partner shall promptly pay the Administrative Limited Partner's reasonable costs and expenses, including,without limitation, the Administrative Partner's reasonable legal fees, associated and in connection with the negotiation, admission and withdrawal of the Administrative Limited Partner from the Partnership in accordance with the Partnership Agreement, as amended by this First Amendment. [Remainder of page intentionally blank] -6- IN WITNESS WHEREOF,the parties have affixed their signatures and seals to this First Amendment to Amended and Restated Agreement of Limited Liability Limited Partnership of Tabor Grand, LLLP as of the date first written above. GENERAL PARTNER: TG MANAGERS, LLC, a Colorado limited liability company By: Overland Property Group, LLC, a Kansas limited liability company, its sole member By: Overland Ventures L.L.C., a Kansas limited liability company, its sole member By: Name: Pa ick L. Beatty Title: Agent LIMITED PARTNER: MHEG FUND 40, LP, a Nebraska limited partnership By: MHEG 2013 Fund Manager, LLC By: Midwest Housing Equity Group, Inc., By: Name: Title: [Signatures continue on following page] -7- IN WITNESS WHEREOF,the parties have affixed their signatures and seals to this First Amendment to Amended and Restated Agreement of Limited Liability Limited Partnership of Tabor Grand, LLLP as of the date first written above. GENERAL PARTNER: TG MANAGERS,LLC, a Colorado limited liability company By: Overland Property Group, LLC, a Kansas limited liability company, its sole member By: Overland Ventures L.L.C., a Kansas limited liability company, its sole member By: Name: Patrick L. Beatty Title: Agent LIMITED PARTNER: MHEG FUND 40, LP, a Nebraska limited partnership By: MHEG 2013 Fund Manager, LLC By: Midwest Housing Equity Group, Inc., B L( Name: A h�• ✓> ✓� Title: l'reOide of [Signatures continue on following page] -7- SPECIAL LIMITED PARTNER: MIDWEST HOUSING ASSISTANCE CORPORATION ByL/---7—' C7 eV-- Name: John J. Wiechmann Title: President ADMINISTRATIVE LIMITED PARTNER: EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, a public body, corporate and politic By: Name: Title: -8- SPECIAL LIMITED PARTNER: MIDWEST HOUSING ASSISTANCE CORPORATION By: Name: John J. Wiechmann Title: President ADMINISTRATIVE LIMITED PARTNER: EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, a public body, corporate and politic • l/ // 1I By: A74.444/11/ .A r Name: K I. mar 7 Title. r -8- SCHEDULE A TO FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED LIABILITY LIMITED PARTNERSHIP OF TABOR GRAND LLLP PARTNER AND ADDRESS CAPITAL INTEREST CONTRIBUTION General Partner: $100 0.005% TG Managers, LLC 5345 W. 151 st Terrace Leawood, KS 66224 Investor Limited Partner: $7,706,929* 99.99% MHEG Fund 40, LP c/o Midwest Housing Equity Group, Inc. 13520 California Street, Suite 250 Omaha,NE 68154 Special Limited Partner $10 See Article IV Midwest Housing Assistance Corporation c/o Midwest Housing Equity Group, Inc. 13520 California Street, Suite 250 Omaha,NE 68154 Administrative Limited Partner $10 0.005% Eagle County Housing and Development Authority c/o Executive Director PO Box 850 Eagle, Colorado 81631 * Payable subject to the terms and conditions of Section 3.03 of this Agreement. -9- EXHIBIT A TO FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED LIABILITY LIMITED PARTNERSHIP OF TABOR GRAND LLLP Right of First Refusal Agreement [See attached] 7373395_9 -10- After recording return to: Holland&Hart LLP 1800 Broadway, Suite 300 Boulder, Colorado 80302 Attention: Jeremy P. Syz RIGHT OF FIRST REFUSAL AGREEMENT This Right of First Refusal Agreement (this "Agreement") is made as of the 8th day of May, 2015, and effective as of the 1st day of January, 2015 by and between TABOR GRAND LLLP, a Colorado limited liability limited partnership(the "Partnership"), and the EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, a public body corporate and politic under the state of Colorado (the "Grantee"), and is consented to herein below by MHEG FUND 40, LP, a Nebraska limited partnership (the"Consenting Limited Partner"). WHEREAS, the Partnership owns the fee interest in land and those certain improvements consisting of 37 residential units for low-income households located in Leadville, Colorado, which is more particularly described on Exhibit A (the"Project"). WHEREAS, the Grantee is an Administrative Limited Partner of the Partnership under the First Amendment to First Amended and Restated Agreement of Limited Liability Limited Partnership of the Owner dated as of January 1, 2015 (together with the First Amended and Restated Agreement of Limited Liability Limited Partnership dated March 1, 2014, the "Partnership Agreement"), entered into by Grantee, Consenting Limited Partner, Midwest Housing Assistance Corporation, a Nebraska corporation (the "Special Limited Partner" and collectively with the Consenting Limited Partner, the "Limited Partners") and TG Managers, LLC, a Colorado limited liability company (the "General Partner"). Any terms used in this Agreement that are not otherwise defined shall have the meanings ascribed to such terms in the Partnership Agreement. WHEREAS, as a condition precedent to the admission of the Grantee as a partner in the Partnership, Grantee has negotiated and required that the Partnership shall execute and deliver this Agreement, and the Consenting Limited Partner has consented to this Agreement in order to induce the Grantee to execute and deliver the Partnership Agreement and to become a partner in the Partnership. NOW, THEREFORE, in consideration of the execution and delivery of the Partnership Agreement, the admission of the Grantee as a partner to the Partnership and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Grant of Refusal Right. The Partnership will not sell the Project or any portion thereof without first providing the Grantee with a written notice (the"Notice of Refusal Right") offering to the Grantee a right of first refusal to purchase the Property(the "Refusal Right") for a period of five years commencing on the fourteenth (14th) year of the Compliance Period, on the terms and conditions set forth in this Agreement and subject to the conditions precedent to exercise of the Refusal Right specified herein. In addition to all other applicable conditions set forth in this Agreement, the foregoing grant of 2 the Refusal Right shall be effective only if Grantee is currently and remains at all times hereafter, until the Refusal Right has been exercised and the resulting purchase and sale has been closed, a partner in the Partnership. The foregoing Refusal Right is also subject to and shall not apply to any right of the General Partner or its affiliates to acquire the Project. 2. Purchase Price Under Refusal Right. The purchase price under the Refusal Right shall be the greater of the following amounts: a. Debt,Taxes and Credit Adjusters. The sum of: (a) an amount sufficient to pay all debts and liabilities of the Partnership upon its termination and liquidation as projected to occur immediately following the sale pursuant to the Refusal Right, and (b) an amount sufficient to distribute to the Limited Partner pursuant the Partnership Agreement, cash proceeds equal to the sum of(i) the state, local and federal taxes projected to be imposed on the Limited Partner as a result of the sale of the Project pursuant to the Refusal Right, and (ii) any unpaid portion of any credit adjuster payments or other payments due and owing to the Limited Partner pursuant to the Partnership Agreement; or b. Fair Market Value. The fair market value of the Project as evidenced by the price set forth in the highest bona fide offer (if more than one offer is received by the Partnership) from a third party received by the Partnership to purchase the Project. 3. Exercise of Refusal Right. The Refusal Right may each be exercised by Grantee by(a) giving written notice of its intent to exercise the Refusal Right to the Partnership and each of its partners in compliance with the requirements of this Paragraph 3 and as to the Refusal Right(the"Notice of Intent"), and(b)complying with the contract and closing requirements of Paragraph 4 hereof. Any such Notice of Intent shall be subject to any right of the General Partner or its affiliates to acquire the Project pursuant to a continued obligation to operate all units in the Project as affordable throughout the remaining term of any regulatory agreement restricting rents on the Project(without regard to any option to terminate such agreement) and given within ninety(90)days after Grantee has received the Partnership's Notice of Refusal Right pursuant to Paragraph 1 hereof. In either case,the Notice of Intent shall specify a closing date within three hundred sixty five(365)days after the giving of the Notice of Intent. If the foregoing requirements (including those of Paragraph 4 hereof)are not met as and when provided herein, the Refusal Right shall expire and be of no further force or effect. Upon the delivery of the Notice of Intent, all of the other rights shall be subordinate to the rights then being so exercised unless and until such exercise is withdrawn or discontinued, and upon the closing of any sale of the Project,pursuant to such notice shall expire and be of no further force or effect,provided that in the event that the Refusal Right is hereafter held by different parties by reason of any permitted assignment or otherwise, Grantee in its assignment(s)or such parties by written agreement may specify any other order of priority consistent with the other terms and conditions of this Agreement. 4. Contract and Closing. Upon determination of the purchase price, the Partnership and Grantee shall enter into a written contract for the purchase and sale of the Property, in accordance with this Agreement and containing such other terms and conditions as are standard and customary for similar commercial transactions in the geographic area which the Project is located, providing for a closing not later than the date specified in Grantee's notice of intent to exercise the Refusal Right, as applicable, or thirty(30) days after the purchase price has been determined, whichever is later. The purchase and sale hereunder shall be closed through a mutually acceptable title company. 3 5. Assignment. Grantee may assign all or any of its rights under this Agreement only with the written consent of the General Partner and the Consenting Limited Partner, which consent shall not be unreasonably withheld, provided, however, that no consent of the General Partner shall be required for an assignment by Grantee of all or any of its rights under this Agreement to an affiliate of Grantee that is a qualified purchaser under Code Section 42(i)(7). This Agreement shall be binding upon the Grantee's successors and assigns. Except as specifically permitted herein, Grantee's rights hereunder shall not be assignable. 6. Miscellaneous. This Agreement shall be construed in accordance with the laws of the state of Colorado. This Agreement may be executed in counterparts or counterpart signature pages, which together shall constitute a single agreement. This Agreement shall be recorded in the real property record of Lake County, Colorado. 4 IN WITNESS WHEREOF, the parties have executed this document as of the date first set forth hereinabove. PARTNERSHIP: GRANTEE: TABOR GRAND LLLP EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY By: TG Managers, LLC By Overland Property Group,LLC, By: iL/ / t its sole member Name: /< f 1 Cint.nd/ec-Hou'y Its: C._//i �- By: Overland Ventures L.L.C., its sole member By: Name: Patrick L. Beatty Title: Agent Right of First Refusal Agreement-Signature Page 4 STATE OF ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of ,2015, by Patrick L. Beatty, as Agent of Overland Ventures L.L.C., a Kansas limited liability company,as sole member of Overland Property Group LLC,as sole member of TG Managers,LLC. Witness my hand and official seal. My commission expires: Notary Public (SEAL) STATE OF COLORADO ) )ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this i' day of 2015, by V j MAN =4- N , as (�AJ1 of Eagle County Housing nd Development Authority, a Colorado public body,corporate and politic. Witness my hand and official seal. My commission expires: 1.,(1, 11. 1 lye, ,( t Can l(, Notary Public (SEAL) DEBORAH L CHURCHILL NOTARY PUBLIC STATE OF COLORADO NOTARY ID>A 20034005464 MY COMMISSION EXPIRES MARCH 24 2019 5 IN WITNESS WHEREOF, the parties have executed this document as of the date first set forth hereinabove. PARTNERSHIP: GRANTEE: TABOR GRAND LLLP EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY By: TG Managers, LLC By: Overland Property Group, LLC, By: its sole member Name: Its: By: Overland Ventures L.L.C., its sole member By: Name: Patrick L. Beatty Title: Agent Right of First Refusal Agreement-Signature Page 5 STATE OF / 4 / ) <- ,� )ss. COUNTY OF d�.-�'L-- ) The foregoing instrument was acknowledged before me this// day of /-6:47 , 2015, by Patrick L. Beatty, as Agent of Overland Ventures L.L.C.,a Kansas limited liability company, as sole member of Overland Property Group LLC,as sole member of TG Managers, LLC. Witness my hand and official seal. My commission expires: /_. a 2 / Notary Public G" ) c (SEAL) KRISTA LONG Notary Public•State of Kansas My Appt.Expires /.a,�9 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of , 2015, by , as of Eagle County Housing and Development Authority,a Colorado public body,corporate and politic. Witness my hand and official seal. My commission expires: Notary Public (SEAL) 6 The undersigned hereby consents to the foregoing Agreement as of the date first set forth hereinabove. CONSENTING INVESTOR MEMBER: MHEG FUND 40, LP, a Nebraska limited partnership By: MHEG 2013 Fund Manager, LLC By: Midwest Housing Equity Group, Inc. By: 4111.`"" Name: az . a jrn _ Its: rkmit - MIDWEST HOUSING ASSISTANCE CORPORATION, Name: Jo J. Wiechmann Title: President Right of First Refusal Agreement-Signature Page 7 STATE OF A I, ) )ss. COUNTY OF >, , /' ) The fore oing instrument was acknowledge before me t 's 3 day of 2015, b} 4)Ie(.i4/1p r� tas recoldpt of Midwest H sing Equity Gr.u. c as 5Q� ,riOr 'be r— of HEG 20113-Fund Manager, LLC, as rid ' / PASta ' .f MHEG Fund 40, LP,a of /ern/ e-r l•c • Witness my hand and official seal. My commission expires: 3 _01, g F\ 0--A..4197L_, Notary Public (SEAL) DEBRA E SWANSON 0 General Notary State of Nebraska My Commission Expires Mar 9,2018 STATE OF ss. COUNTY O 1 , .«' ) The fore oing instrument was acknowledg before me this !3 day of Ism 2015, b 0)16 v.&l J vyar,./,t`as �-P C% '� of Midwest 0 ing Assistance Corporation. Witness my hand and official seal. My commission expires: 3 4,e9Ge-AA.07-• Notary Public l/ (SEAL) DEBRA E SWANSON General Notary State as My Commission of ExpireNebrs Mka ar 9._2018 8 III it EXHIBIT A LEGAL DESCRIPTION OF PROJECT REAL ESTATE Parcel I Lots 5—10,inclusive,Block 10,Leadville Improvement Company's Addition to the City of Leadville,County of Lake and State of Colorado. Parcel II Lots 1 and 2 and the East 5 feet of Lot 3,Block 50,Stevens and Leiter's Subdivision of U.S.Survey No.271,City of Leadville,County of Lake and State of Colorado. Parcel III Lot 36,Block 50,Stevens and Leiter's Subdivision of U.S.Survey No.271,City of Leadville,County of Lake and State of Colorado. Parcel IV The following portion of the 12 foot alleyway located immediately to the west of,and adjacent to,Lots 6-10 inclusive,of Block 10,Leadville Improvement Company's Addition to the City of Leadville,to wit: Commencing at the Southwesterly corner of Lot 10,Block 10,Leadville Improvement Company's Addition to the City of Leadville,the true point of beginning;thence Westerly along the Southerly lot line projected of said Lot 10 a distance of 12.0 feet to the Southeasterly corner of Lot 1,Block 50,Stevens and Leiter's Subdivision of U.S.Survey No.271;thence N15°23'00"W a distance of 120.00 feet more or less,along the Easterly lot line of said Lot 1 to the Northeasterly corner of said Lot 1;thence Easterly along the Northerly lot line projected of said Lot 1 a distance of 12.0 feet to a point on the Westerly lot line of Lot 6,Block 10,Leadville Improvement Company's Addition to the City of Leadville;thence S15° 23'00"E a distance of 120.00 feet,more or less along the Westerly lot lines of Lots 6-10,inclusive,in said Block 10, Leadville Company's Addition to the City of Leadville,to the Southwesterly corner of said Lot 1,Block 10,the true point of beginning. Said alley having been vacated by Ordinance No.1,Series of 1992 adopted by the City Council of the City of Leadville on February 18, 1992. County of Lake and State of Colorado Section 24,T9S,R8OW of the 6th P.M. 9