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

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within thirty-five (35) days after (x) the date of the filing of a voluntary petition in bankruptcy, in the event LifeMoves files a voluntary petition in bankruptcy, or (y) the sixty-fifth (65th) day after the filing of such involuntary petition in bankruptcy, without such involuntary petition having been dismissed, or (z) the date of the notice of default provided to LifeMoves by City or County, as applicable. In the event that both the City and County issue separate notices of default with different dates with respect to the same act or omission by LifeMoves, the date of the County’s notice of default will supersede the date of the City’s notice of default for purposes of triggering County’s right to purchase the Property hereunder. In the event that the City and County issue separate notices of default with different dates with respect to different acts or omissions by LifeMoves, the date of each notice shall control for purposes of triggering County’s right to repurchase the Property with respect to the applicable act or omission. b.) Execution of the right to purchase by the County and assumption of obligations: In the event County exercises its right to repurchase 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 a deed of trust in favor of City in substantially the same form as the City Deed of Trust to secure performance by County of its obligations under the Affordability Agreement from and after the closing of escrow for County’s repurchase of the Property (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 assumption of such outstanding principal amounts shall constitute the price to be paid by County to purchase the Property (the “Purchase Price”). Escrow for County’s purchase of the Property shall close within sixty (60) days after (i) the date County obtains relief from stay as required in such bankruptcy proceeding to allow close of escrow for such purchase, or (ii) the date of County’s exercise of its right to purchase the Property following a default under the Affordability Agreement and/or the Regulatory Agreement, as applicable, if no bankruptcy proceeding is commenced. c.) Limitations on the County’s exercise of its right to purchase: The failure of County to notify LifeMoves in writing of County’s exercise of the right to purchase granted herein within such thirty-five (35) day period as provided hereinabove shall be deemed a waiver by County of the right to purchase with respect to the particular event triggering County’s right to purchase hereunder. Further, County hereby acknowledges and agrees that if MidPen exercises its right to repurchase under the MidPen Right to Repurchase, and escrow for MidPen’s repurchase of the Property from LifeMoves closes, County shall have no further rights hereunder. 2. Grant of Right of First Refusal to Purchase the Property. REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 51 of 68 6.3.B. - Page 56