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

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a.) Grant: LifeMoves hereby grants to County 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, (i) 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 County to be bound by the Use Restriction, all in a form reasonably acceptable to County, and (ii) MidPen fails to exercise its rights under the MidPen Right to Repurchase. 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 County of such election, and County shall have a period of thirty-five (35) days to elect to purchase the Property on the terms and conditions set forth herein, assuming MidPen fails to exercise its rights under the MidPen Right to Repurchase. b.) Execution of the County’s right to purchase and assumption of obligations: County shall exercise such right of first refusal to purchase the Property by written notice to LifeMoves delivered within thirty-five (35) days of receipt of LifeMoves’ written notice of its intent to sell, transfer or otherwise convey the Property. In the event County exercises its right of first refusal to purchase the Property as provided herein, County shall (i) assume the obligations of LifeMoves under the Affordability Agreement and the Regulatory Agreement, arising from and after the close of escrow for County’s repurchase of the Property, in accordance with Section 4 below, (ii) enter into the County 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 outstanding principal amount of any other indebtedness secured by the Property which is approved by County in writing, in its sole and absolute discretion, and the assumption of such outstanding principal amounts shall constitute the Purchase Price to be paid by County to purchase the Property. Escrow for County’s purchase of the Property under this Section 2 shall close within sixty (60) days after the date County exercises the right of first refusal granted herein. The failure of County to notify LifeMoves in writing of County’s exercise of the right of first refusal to purchase the Property granted herein within such thirty-five (35) day period as provided hereinabove shall be deemed a waiver by County of the right of first refusal to purchase the Property at the Purchase Price determined as provided herein with respect to LifeMoves’ election to sell, transfer or otherwise convey the Property, and LifeMoves shall be free to sell, transfer or otherwise convey the Property to an unaffiliated third party under terms and at a price described in its notice to County of its election to sell the Property as described above, within a period of eighteen (18) months thereafter without reoffering the Property to County. If LifeMoves does not sell, transfer or otherwise convey the Property to an unaffiliated third party at such terms and price within such eighteen (18) month period, LifeMoves shall again be under an obligation to offer the property to REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 52 of 68 6.3.B. - Page 57