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executes all documents reasonably requested by the Agency with respect to the <br />assumption of the Owner's obligations under this Agreement, and upon Agency's <br />request, delivers to the Agency an opinion of its counsel to the effect that such <br />document and this Agreement are valid, binding and enforceable obligations of such <br />transferee; and (4) either (A) the transferee has at least three (3) years' experience in <br />the ownership, operation and management of low-income multifamily rental housing <br />projects of similar size to that of the Project, without any record of material violations of <br />nondiscrimination provisions or other state or federal laws or regulations applicable to <br />such projects, or (B) the transferee agrees to retain a property management firm with <br />the experience and record described in subclause (A). <br />Consent to any proposed Transfer may be given by the Agency's Executive <br />Director unless the Executive Director, in his or her discretion, refers the matter of <br />approval to the Agency's governing board. If a proposed Transfer has not been <br />approved by Agency in writing within thirty (30) days following Agency's receipt of <br />written request by Owner, it shall be deemed rejected. <br />Owner shall reimburse Agency for all Agency costs, including but not limited to <br />reasonable attorneys' fees, incurred in reviewing instruments and other legal <br />documents proposed to effect a Transfer under this Agreement and in reviewing the <br />qualifications and financial resources of a proposed successor, assignee, or transferee <br />within ten (10) days following Agency's delivery of an invoice detailing such costs. <br />8.3 Encumbrances. Owner agrees to use best efforts to ensure that all deeds <br />of trust or other security instruments recorded against the Property, the Project or part <br />thereof for the benefit of a lender other than Agency ("Third-Party Lender") (or the <br />related subordination agreements) shall contain each of the following provisions: (i) <br />Third-Party Lender shall use its best efforts to provide to Agency a copy of any notice <br />of default issued to Owner concurrently with provision of such notice to Owner; <br />(ii) Agency shall have the reasonable right, but not the obligation, to cure any default by <br />Owner within the same period of time provided to Owner for such cure extended by an <br />additional sixty (60) days; (iii) provided that Agency has cured any default under Third- <br />Party Lender's deed of trust and other loan documents, Agency shall have the right to <br />foreclose Agency's Deed of Trust and take title to the Project without acceleration of <br />Third-Party Lender's debt; and (iv) Agency shall have the right to transfer the Project <br />without acceleration of Third-Party Lender's debt to a nonprofit corporation or other <br />entity which shall own and operate the Project as an affordable rental housing Project, <br />subject to the prior written consent of the Third-Party Lender. Owner agrees to provide <br />to Agency a copy of any notice of default Owner receives from any Third-Party Lender <br />within three (3) business days following Owner's receipt thereof. <br />8.4 Mortgagee Protection. No violation of any provision contained herein <br />shall defeat or render invalid the lien of any mortgage or deed of trust made in good <br />faith and for value upon all or any portion of the Project or the Property, and the <br />purchaser at any trustee's sale or foreclosure sale shall not be liable for any violation of <br />any provision hereof occurring prior to the acquisition of title by such purchaser. Such <br />purchaser shall be bound by and subject to this Agreement from and after such <br />il~~c9~a-~; 14 <br />