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DocuSign Envelope ID:002619DF-54F2-4EEA-B4A8-14714544BAC0 <br /> A. Rights of Refusal <br /> 1. Grant and Effect. Orange County is granted a right of first refusal to purchase the <br /> Properties as described in this Section. Any assignment, sale, transfer, conveyance, or <br /> other disposition of the Properties or any part thereof whether voluntarily or <br /> involuntarily or by operation of law("Transfer") shall not be effective unless and until <br /> the below-described procedure is followed. <br /> 2. Right of First Refusal. If Owner contemplates a Transfer during the term of this <br /> Declaration to other than an agency with similar interest in affordable housing serving <br /> families with incomes not exceeding 60% of the area median household income by <br /> family size,as determined by the U.S. Department of Housing and Urban Development <br /> at the time of the transfer, the non-profit fund, foundation, or corporation of like <br /> purposes must have established its tax-exempt status under Section 501(c)(3) of the <br /> Internal Revenue Code, Owner shall send to Orange County,at the address noted in the <br /> Notice section of this Declaration, not less than 90 days prior to the contemplated <br /> closing date of the Transfer, a "Notice of Intent to Sell." This Notice of Intent to Sell <br /> shall be accompanied by a copy of a completed, fully executed bona fide offer to <br /> purchase either or both of the Properties on the then current North Carolina Bar <br /> Association"Offer to Purchase and Contract"form.If Orange County elects to exercise <br /> its said right of refusal, it shall notify the Owner of its election to purchase within 30 <br /> days of its receipt of the Notice and shall purchase the Property or portion thereof <br /> within 90 days of the receipt of the "Notice of Intent to Sell." The right of first refusal <br /> granted to the County pursuant to this Section 4 shall be in force commencing <br /> immediately. <br /> 3. Sales after Failure to Exercise Rights of Refusal. If Orange County does not advise the <br /> Owner in a timely fashion of its intent to purchase the Property, then the Owner shall <br /> be free to transfer the property in accordance with this Section of the Declaration. <br /> 4. Assignability. Orange County may assign its right of first refusal without Owner's <br /> consent. <br /> B. Resale Provisions <br /> 1. If the Owner no longer uses the Properties as affordable rental property, then Owner <br /> must sell, transfer, or otherwise dispose of its interest in the Properties only to an <br /> agency with similar interest in affordable housing and to serve families with incomes <br /> not exceeding 80%of the area median household income by family size, as determined <br /> by the U.S. Department of Housing and Urban Development at the time of the transfer. <br /> The non-profit fund, foundation, or corporation of like purposes must have established <br /> its tax-exempt status under Section 501 (c)(3) of the Internal Revenue Code. <br /> 2. However, if the Properties are not sold, transferred, or otherwise disposed of to an <br /> agency with similar interest in affordable housing during the term of affordability, the <br /> net sales proceeds(sales price less: (1) selling cost, and(2)the unpaid principal amount <br /> of the initial Orange County contribution and any other initial government contribution <br /> 22 <br />