MIDPEN HOUSING CORP (2) - Laserfiche WebLink

21. Due on Sale, Refinance or Transfer of Title. Except as described earlier under section 8 on Assignability and Subcontracting or as permitted in the Deed(s) of Trust, Contractor shall not assign its rights under this Agreement without obtaining the prior written consent of the Director or his/her designee or sell or refinance the Property or Project other than a refinance for a permanent loan to repay any interim loans taken out to undertake the construction of the Project. In the event of a sale or transfer of the Project or any interest therein by Contractor without such consent, the entire principal balance of the Note, including any accumulated interest, will be immediately due and payable, provided, however, any transfer of the Project pursuant to a purchase option or right of first refusal granted to the general partner of Contractor or an affiliate thereof, any transfer of limited partnership interests in Contractor or removal of the general partner of Contractor and replacement with another entity approved by City in its reasonable discretion, shall not be considered a sale or transfer of the Project. 22. Acceleration of Note. In the event Contractor breaches any of the terms and conditions of this Agreement after thirty (30) days written notice to Contractor and failure to correct the breach, the Contractor will be in default of the terms and conditions of this Agreement as well as the Note, and the City may demand immediate and full payment of the principal amount of this Note and any accrued interest, and/ or may initiate foreclosure proceedings under the Deed of Trust; provided, however, if the breach cannot reasonably be cured within 30 days, Contractor shall not be in default under this Agreement if Contractor has commenced the cure within 30 days' written notice from City and is diligently pursuing the cure to completion. Default may result from: a. Failure of Contractor to make any payment hereunder as when and due; b. Failure of Contractor to perform or observe any terms or provisions of this Agreement, including but not limited to meeting HOME affordability requirements as described in Section 92.252 or 92.254, as applicable ; c. Failure of Contractor to perform under the ground lease, once it is executed, after expiration of applicable cure periods; d. Failure of Contractor to complete construction of the Project within two (2) years following execution of this Agreement; e. Use of funds under this Agreement for purposes not approved by the City; or f. Occurrence of any other event (whether termed default, event of default or otherwise) which under the terms of this Agreement will entitle the City to exercise rights or remedies hereunder. 23. Title Policy. If funds provided in this Agreement are to assist in property acquisition, Contractor shall open an escrow with a mutually acceptable title company. City as a lender shall provide enabling escrow which will include instructions to record the Deed of Trust. For all loans secured by a deed of trust, at the close of escrow Contractor shall obtain an ALTA extended coverage lender's policy of title insurance in an amount not less than the face value of the Note, clear of any title defects which would prevent the operation of the proposed Project. Contractor shall be responsible for paying all recording fees, escrow fees, the premium for the title insurance policy, all fees and cost for any new financing, and shall pay any applicable transfer taxes. A-9 191\52\1543377.4