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

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County, and County shall continue to have the right of first refusal to purchase the Property from LifeMoves or any successor in interest to LifeMoves on the terms and conditions set forth herein, which right shall continue to be subordinate to the rights of MidPen under the MidPen Right to Repurchase. Further, County hereby acknowledges and agrees that if MidPen exercises its right of first refusal to purchase the Property under the MidPen Right to Repurchase, and escrow for MidPen’s purchase of the Property from LifeMoves closes, County shall have no further rights hereunder. For purposes of this Section 2, the term “Affiliate of LifeMoves” shall mean an entity wholly owned by LifeMoves, or an entity controlling LifeMoves, or an entity under common control with LifeMoves. County acknowledges and agrees that any transfer of the Property, or any portion thereof, arising out of any eminent domain proceeding, or any foreclosure, deed in lieu of foreclosure or exercise of power of sale under any mortgage or deed of trust, shall not constitute a transfer as to which County shall have any right to exercise its right of first refusal to purchase the Property pursuant to this Section 2. 3. Closing Process. County shall be required to close escrow for County’s acquisition of the Property within sixty (60) days after (i) County obtains relief from stay, in the case of a bankruptcy filing under Section 1 above, or (ii) the date County exercises its right to purchase the Property under Section 1 above, following a default under the Affordability Agreement and/or the Regulatory Agreement, as applicable, if no bankruptcy proceeding is commenced, or the date the County exercises its right of first refusal under Section 2 above, which period shall be extended if, notwithstanding diligent efforts of the party responsible therefor, any condition precedent to the closing set forth in Sections 3(e) or 3(f) has not been satisfied, but not longer than an additional forty-five (45) days. At the closing, LifeMoves and County shall perform the obligations set forth in, respectively, Section 3(a) and Section 3(b), the performance of which obligations shall be concurrent conditions. The closing for County's acquisition of the Property ("Closing") shall be consummated through an escrow administered by the escrow holder. All documents and funds required to close shall be deposited with the escrow holder. The date of closing is sometimes referred to in this Agreement as the "Closing Date". (a) At Closing, LifeMoves shall: (1) deliver to County a duly executed grant deed (the “Deed”) conveying the Property, subject only to the exceptions affecting title to the Property when the Property was acquired by LifeMoves from MidPen (including, without limitation, the Affordability Agreement, the Regulatory Agreement, and the County City Deed of Trust, but expressly excluding the City Deed of Trust), the Permitted Senior Mortgages assumed by County pursuant to Section 5 hereof, and any other exceptions affecting title to the Property which may be approved by County in its sole and absolute discretion (together, the “Permitted Exceptions”); REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 53 of 68 6.3.B. - Page 58