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the amount of any earnest money deposit; (3) the time and locations for the close of escrow; (4) the name of the proposed purchaser; and (5) the other material terms and conditions of the proposed sale of the Property. (c) The City shall have ninety (90) days from the date of the First Offer to accept the First Offer. (d) If the City declines to accept the First Offer, Affordable Developer shall not assign, sell, or otherwise transfer any interest in the Property without prior written approval of City, which shall not be unreasonably withheld provided the following conditions are met: (1) the existing Affordable Developer is in compliance with this Agreement or the sale, transfer, or conveyance will result in the cure of any existing violations of the Agreement; (2) the successor in interest to the Affordable Developer agrees to assume all obligations of the existing Affordable Developer pursuant to this Agreement; (3) the successor in interest demonstrates to the City's satisfaction that it can own and operate the Affordable Development in full compliance with the requirements of this Agreement; and (4) terms of the sale, transfer, or conveyance shall not threaten the successor in interest's ability to comply with all requirements of this Agreement. Section 6.9 Option to Purchase. (a) The City shall have the additional right at its option to purchase, enter and take possession of the Affordable Site with all improvements thereon if, after conveyance of title to Affordable Site and prior to the issuance of the certificate of occupancy for the Affordable Development, there is an uncured Event of Default. The rights of the City under this Option to Repurchase shall be subject to the rights, be limited by and shall not defeat, render invalid or limit any City approved security interests or the rights or interests provided in this Agreement for the protection of the holder of such approved security interests. (b) Such right to repurchase, reenter and repossess, to the extent provided in this Agreement, shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: (1) any approved security interest permitted or approved by the City; (2) any rights or interest provided in this Agreement for the protection of the holder of such approved security interests. (c) To exercise its right to repurchase, reenter and take possession with respect to the Affordable Site, the City shall pay to the Affordable Developer, in cash an amount equal to: (1) the fair market value of the improvements existing on the Affordable Site at the time of the repurchase, reentry and repossession; less (2) any gains or income withdrawn or made by the Affordable Developer from the Affordable Site or the Lnprovements thereon; less (3) the value of any unpaid liens or encumbrances on the Affordable Site which the City assumes or takes subject to said encumbrances. (d) Nothing in this Section 69 shall prohibit the City from executing subordination agreements as may be requested by Affordable Developer in the manner provided for in the Land Donation Agreement. ATTY/AGR/2024.193.1 — AFFORDABLE HOUSING LAND DONATION AGREEMENT— EXHIBIT C — RESTRICTIVE COVENANTS AGR REV: 10-22-24 VR Page 22 of 41