Assignment, Assumption and Consent to Transfer Real Property between CASA, a non-profit corporation, and Chrysalis for Mental Health Foundation, Inc.

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of the Property, OPC Foundation, and Orange County will do what is necessary to ensure that the same is not extinguished by N C Gen. Stat, § 41-29 or- any comparable law purporting to extinguish, by the passage of time, preemptive rights in the Property and by the Real Property Marketable Title Act ox any comparable law purporting to extinguish,by the passage of'time,non possessory interests in real property Any future owner-, OPC Foundation and Orange County agree to do what each must do to accomplish the 99-year- duration of this Declaration of Restrictive Covenants, SECTION 4 ENFORCEMENT OF AFFORDABLE HOUSING REQUIREMENTS A, Rights of'Refusal a. Grant and Effect. Orange County is granted a right of first refusal to purchase the Property as described in this Section Any assignment, sale, transfer, conveyance, or- other disposition of the Property or any part thereof whether- voluntarily m involuntarily or by operation of law ("Transfer") shall not be effective unless and until the below- described procedure is followed, b.. Right of'First Refusal. If Owner, contemplates a Transfer to other- than an agency with similar- interest in affordable housing serving families with incomes not exceeding 80% of the area median household income by family size, as determined by the U S.. Department of Housing and Urban Development at the time of the txansfer•,the non- profit fund, foundation, or corporation of like purposes must have established its tax- exempt status under-Section 501 (c)(3)of the Internal Revenue Code.,Owner-shall send to Orange County, at the address noted in the Notice section of this Declaration, not less than 90 days prior to the contemplated closing date of the Tiansf'zi, a'Notice of Intent to Sell.." This Notice of Intent to Sell shall be accompanied by a copy of a completed, fully executed bona fide offer to purchase the Property on the then current North Carolina Bar- Association "Offer- to Purchase and Contract" form If Orange County elects to exercise its said tight of refusal, it shall notify the Owner of its election to purchase within 30 days of its receipt of the Notice and shall purchase the Property or-portion thereof'within 90 days of the receipt of the"Notice of Intent to Sell" C Sales After Failure to Exercise Rights of'Refusal. If Orange County does not advise Owner in a timely fashion of an intent to purchase the Property, then Owner shall be free to transfer the property in accordance with this Section d. Assigrxability. Orange County may assign its right of fast refusal without Owner's consent B.. Resale Provisions a. If the Owner no longer uses the Property as affordable rental property,then Owner- must sell, transfer, or otherwise dispose of its interest in the Property only to an agency Declalation of Restrictive Covenants Page 4