RDA Agmt 2008 1750 Doolittle LLC etc

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(c) proceed at law, or in equity, to require Borrower to perform its obligations and covenants under the Loan Documents; and (d) proceed as authorized at law or in equity with respect to the Event of Default, and in connection with that, pursue any and all other remedies available under law to enforce the terms of this Agreement and any other Loan Document. The remedies provided herein are cumulative and not exclusive of, and shall not prejudice any other remedy provided in any Loan Document, 5.4 Costs and Expenses, Borrower shall pay all reasonable costs and expenses incurred by or on behalf of Agency including, without limitation, reasonable attorneys' fees, incurred in connection with the Agency's enforcement of the Loan Documents and the exercise of any or all of its rights and remedies hereunder and all such sums shall be a part of the indebtedness secured by the Deed of Trust. ARTICLE 6 FIRST RIGHT OF PURCHASE 6.1 First Right of Purchase. (a) Notwithstanding anything to the contrary in this Agreement and unless required otherwise by law, Agency shall, during the term of this Agreement, have the first right to purchase the Property and any improvements thereon ("First Right of Purchase") in accordance with this Section 6.1. (b) Unless required otherwise by law or except for (i) a transfer to the owner of the Option Property, (ii) a Transfer to an affiliate or related party to Borrower, or any other party permitted under Section 1.2 above, or (iii) any other transaction by any party involving the combination or joinder of the Property and at least fifty percent (50%) of the Option Property, prior to selling the Property, Borrower shall first offer, in writing, to sell the Property to the Agency. Subject to Section 6.1(c) below, the offer shall include those terms and conditions under which Borrower is willing to the sell the Property. The City may exercise the First Right of Purchase by delivery of written notice of exercise to Borrower within sixty (60) days after the Agency has received Borrower's written offer to sell. If the Agency or the City does not deliver such written notice to Borrower within the 60-day period, the Agency's First Right of Purchase shall expire. Thereafter, Borrower may sell or transfer the Property without any restriction, except for the repayment of the Loan as set forth in the Deed of Trust. (c) The purchase price for the Property pursuant to the First Right of Purchase (the "Right of Purchase Price") shall be an amount equal to the Loan together with the installments of interest and real property taxes paid by Borrower for the Property in an amount not to exceed Six Hundred Seventy Thousand Dollars ($670,000), Agency payment of the purchase price for the Property shall be subject to Agency's ability to verify (i) the installments of interest and real property taxes paid by Borrower, and (ii) any third party offers to purchase the Property. 1113396.3 7 ~ ~~--' -.