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(c) The City shall have ninety (90) days from the date of the First Offer to <br />accept the First Offer. <br />(d) If the City declines to accept the First Offer, Affordable Developer shall not <br />assign, sell, or otherwise transfer any interest in the Property without prior written approval of <br />City, which shall not be unreasonably withheld provided the following conditions are met: (1) the <br />existing Affordable Developer is in compliance with this Agreement or the sale, transfer, or <br />conveyance will result in the cure of any existing violations of the Agreement; (2) the successor <br />in interest to the Affordable Developer agrees to assume all obligations of the existing Affordable <br />Developer pursuant to this Agreement.; (3) the successor in interest demonstrates to the City's <br />satisfaction that it can own and operate the Affordable Development in full compliance with the <br />requirements of this Agreement; and (4) terms of the sale, transfer, or conveyance shall not threaten <br />the successor in interest's ability to comply with all requirements of this Agreement. <br />(e) Nothing in this Section 6.8 shall prohibit the City from executing <br />subordination agreements as may be requested by the Affordable Developer in a manner provided <br />for in the Land Donation Agreement. <br />Section 6.9 Option to Purchase. <br />(a) The City shall have the additional right at its option to purchase, enter and <br />take possession of the Affordable Site with all improvements thereon, if after conveyance of title <br />to Affordable Site and prior to the issuance of the Certificate of Completion for the Affordable <br />Development, there is an Uncured Event of Default. The rights of the City under this Option to <br />Repurchase shall be subject to the rights, be limited by and shall not defeat, render invalid or limit <br />any City approved security interests or the rights or interests provided in this Agreement for the <br />protection of the holder of such approved security interests. <br />(b) Such right to repurchase, reenter and repossess, to the extent provided in <br />this Agreement, shall be subordinate and subject to and be limited by and shall not defeat, render <br />invalid or limit: (1) any approved security interest permitted or approved by the City; (2) any rights <br />or interest provided in this Agreement for the protection of the holder of such approved security <br />interests. <br />(c) To exercise its right to repurchase, reenter and take possession with respect <br />to the Affordable Site, the City shall pay to the Affordable Developer, in cash an amount equal to: <br />(1) the fair market value of the improvements existing on the Affordable Site at the time of the <br />repurchase, reentry and repossession; less (2) any gains or income withdrawn or made by the <br />Affordable Developer from the Affordable Site or the Improvements thereon; less (3) the value of <br />any unpaid liens or encumbrances on the Affordable Site which the City assumes or takes subject <br />to said encumbrances. <br />(d) Nothing in this Section 6.9 shall prohibit the City from executing <br />subordination agreements as may be requested by the Affordable Developer in a manner provided <br />for in the Land Donation Agreement. <br />Section 6.10 Enforcement. Except as otherwise provided in this Agreement, if <br />Affordable Developer fails to satisfy any of the Affordable Developer's obligations under the <br />ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT <br />REV: 10-16-25 VR <br />Exhibit G - 22 <br />