Or. Admin. Code § 813-035-0029

Current through Register Vol. 63, No. 10, October 1, 2024

Section 813-035-0029 - Transfer of Ownership

(1) Except for transfers in connection with refinancing of the Bond by or through the Department and/or low income housing tax credits provided by the State, the parties agree that during the term of the Department's Operating Agreement, if the Borrower sells, transfers or otherwise disposes of any interest in the Project or any portion thereof (other than by leasing or renting for individual tenant use as contemplated in the application for financing) without obtaining the prior written consent of the Department, an event of default shall occur under the terms of the Operating Agreement and Bond Documents and the remedies provided in said documents may be exercised by the Department, the trustee or otherwise. The Department's consent shall not be unreasonably withheld or delayed, but may be conditioned upon one or more of the following:

(a) The execution of transfer, assumption and modification documents satisfactory to the Department;

(b) Reasonable evidence satisfactory to the Department that the Borrower is not then in default beyond any applicable grace period or cure period;

(c) An opinion of counsel for the Transferee, delivered to the Department and trustee, to the effect that the Transferee has assumed in writing and in full all duties and obligations of the Borrower under the Operating Agreement and Bond Documents, and that the Operating Agreement and the Bond Documents constitute legal, valid and binding obligations of the Transferee;

(d) An opinion of bond counsel to the effect that the sale, transfer or disposition of the Project or any portion thereof will not adversely affect the exclusion of the interest on the Bond from the gross income of the bondowners and will not adversely affect the award of low-income housing tax credits to the Project, and;

(e) Such other conditions which reasonably may be imposed by the Department or the trustee to assure compliance with federal or stte law, including but not limited to the Borrower providing the Department with current financial information with respect to the Transferee and a full description of such Transferee's and its principal's experience in real property development and management.

(2) A transfer of ownership means a sale, conveyance or other transfer of:

(a) Any interest of a general partner;

(b) Any interest in a joint venture;

(c) More than 25 percent of the limited partner's interest;

(d) More than 10 percent of a corporate or a limited liability company owner's interest; or

(e) Any individual interest when the ownership is not a limited partnership, general partnership, joint venture, limited liability company, or corporation.

(3) The Department may require a transfer application charge from owners of projects that receive financing through the Department, who request the Department's approval of a change in Project ownership.

(4) The Department may assess a transfer review charge to Project owners and transferees who effect a change in project ownership without prior written approval by the Department.

Or. Admin. Code § 813-035-0029

OHCS 1-2000(Temp), f. 6-8-00, cert. ef. 6-8-00 thru 12-4-00; OHCS 3-2000, f. & cert. ef. 9-15-00; OHCS 1-2007, f. & cert. ef. 1-11-07

Stat. Auth.: ORS 90.800 - 90.840, 91.886, 183, 456.515 - 456.723 & 458.210 - 458.650

Stats. Implemented: ORS 456.620, 456.645 & 456.675