AgdaPkt 2017-06-12 Joint SA PFA - Laserfiche WebLink

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LifeMoves and MidPen by the City or the County of San Mateo, as applicable. In the event that both the City and County issue separate notices of default with different dates with respect to the same act or omission by LifeMoves, the date of the County’s notice of default will supersede the date of the City’s notice of default for purposes of triggering MidPen’s right to repurchase the Property hereunder. In the event that the City and County issue separate notices of default with different dates with respect to different acts or omissions by LifeMoves, the date of each notice shall control for purposes of triggering MidPen’s right to repurchase the Property with respect to the applicable act or omission. In the event MidPen exercises its right to repurchase the Property as provided herein, MidPen shall (i) assume the obligations of LifeMoves under the Affordability Agreement and the Regulatory Agreement, arising from and after the close of escrow for MidPen’s repurchase of the Property, in accordance with Section 4 below, (ii) enter into a deed of trust in favor of the City in substantially the same form as the City Deed of Trust to secure performance by MidPen of its obligations under the Affordability Agreement from and after the closing of escrow for MidPen’s repurchase of the Property (the “MidPen City Deed of Trust”), and (iii) assume the total of the outstanding principal amounts of the Permitted Senior Mortgages existing as of the Closing Date in accordance with Section 5 below, and the assumption of such outstanding principal amounts shall constitute the price to be paid by MidPen to repurchase the Property (the “Purchase Price”). Escrow for MidPen’s repurchase of the Property shall close within sixty (60) days after (I) the date MidPen obtains relief from stay as required in such bankruptcy proceeding to allow close of escrow for such repurchase, or (II) the date of MidPen’s exercise of its right to repurchase the Property following a default under the Affordability Agreement and/or the Regulatory Agreement, as applicable, if no bankruptcy proceeding is commenced. The failure of MidPen to notify LifeMoves in writing of MidPen’s exercise of the right to repurchase granted herein within such thirty (30) day period as provided hereinabove shall be deemed a waiver by MidPen of the right to repurchase with respect to the particular event triggering MidPen’s right to repurchase hereunder. 2. Grant of Right of First Refusal to Purchase the Property. LifeMoves hereby grants to MidPen the right of first refusal to purchase the Property in the event that, during the period of twenty (20) years from the date of recordation of this Agreement, LifeMoves elects to sell, transfer or otherwise convey the Property to any party other than an Affiliate of LifeMoves, as hereinafter defined, or a successor by merger to LifeMoves, provided such Affiliate of LifeMoves or such successor by merger to LifeMoves agrees in writing in form reasonably acceptable to MidPen to be bound by the Use Restriction, all in a form reasonably acceptable to MidPen. In the event LifeMoves elects to sell, transfer or otherwise convey the Property to an unaffiliated third party during such twenty (20) year period, LifeMoves shall provide written notice to MidPen of such election, and MidPen shall have a period of thirty (30) days to elect to purchase the Property on the terms and conditions set forth herein. MidPen shall exercise such right of first refusal to purchase the Property by written notice to LifeMoves delivered within thirty (30) days of receipt of LifeMoves’ written notice of its intent to sell, transfer or otherwise convey the Property. In the event MidPen exercises its right of first refusal to purchase the Property as provided herein, MidPen shall (i) assume the obligations of LifeMoves under the Affordability Agreement and the Regulatory Agreement, arising REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 28 of 68 6.3.B. - Page 33