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g. Commencement of a proceeding or action in bankruptcy, whether voluntary or involuntary, pursuant to
<br />Title 11 of the United States Code or other bankruptcy statute, or any other insolvency, reorganization, arrangement, assignment for
<br />the benefit of creditors, receivership or trusteeship, concerning the Owner; or
<br />h. Any violation by Owner of any provision of this Agreement including, without limitation, the conditions
<br />set forth in Section 2 above.
<br />Method of Exercising the Option.
<br />a. Notice of Intent to Transfer. If Owner desires to sell, convey, transfer, lease, encumber or otherwise
<br />dispose of the Property or of any estate or interest therein, Owner shall notify City in writing to that effect (the "Notice of Intent to
<br />Transfer"). The Notice of Intent to Transfer shall state the street address of the Property, Owner's full name or names, the address
<br />and telephone number at which Owner shall be contacted if not at the Property; and shall be delivered personally or deposited in the
<br />United States mail, postage prepaid, certified -return receipt requested, addressed to the City of San Leandro at 835 E. 14th Street,
<br />San Leandro, CA, 94577 Attn: Tom Liao, Deputy Community Development Director. The Notice of Intent to Transfer shall be in
<br />substantially the form attached hereto as Exhibit B. In the case of a proposed sale of the Property to a prospective purchaser, the
<br />Owner shall submit to the City, together with the Notice of Intent to Transfer, a copy of the prospective purchaser's income
<br />certification, a list of all assets owned by the prospective purchaser, and other financial information reasonably requested by City, in a
<br />form approved by the City, along with the income certification to be provided to any lerxier making a ban to the prospective
<br />purchaser. The City may require documentation evidencing and supporting the income and odw financial information contained in
<br />the certifications.
<br />b. Notice of Exercise. Upon the occurrence of any Option Event, the City may exercise its Option by
<br />delivering notice ("Notice of Exercise") to Owner of its intent to exercise such Option pursuant to the terns of this Agreement. The
<br />Notice of Exercise may be in the forth attached hereto and incorporated herein as Exhibit C or in such other forth as the City may from
<br />time to time adopt. The Notice of Exercise shall be delivered by deposit in the United States mail, postage prepaid, firstdass,
<br />addressed to Owner at the Property, or at such other address as may be indicated on the Mice of Intent to Transfer, and delivery
<br />shall be deemed effective five (5) calendar days following the date of deposit. If the Option Event relates to the potential foreclosure of
<br />a mortgage under Sections 5(d), (e) or (f), then the City shall also deliver the Notice of Exercise to the mortgagee or beneficiary under
<br />such mortgage, at such mortgagee's or beneficiary's address of record in the Office of the Recorder of Alameda County.
<br />C. Notice of Consent to Transfer. If the City does not exercise the Option, it may give its consent to the
<br />occurrence of the Option Event ("Consent to Transfer"). If the Option Event involves a proposed sale of the Property to a
<br />prospective purchaser, the City's consent shall be conditioned upon (i) the proposed purchaser's qualification as an Eligible
<br />Household; (ii) the sale of the Property at a price not to exceed the Adjusted Resale Price; (iii) the proposed purchaser's execution of
<br />a Disclosure Statement in the form attached hereto as Exh ibit D or such other form or forms as may be promulgated by the City; and
<br />(iv) the proposed purchaser's assumption of Owner's duties and obligations under this Agreement pursuant to a written assumption
<br />agreement in a form acceptable to City, or execution of an agreement substantially similar to this Agreement, within thirty (30) days
<br />after the Consent to Transfer has been delivered to Owner. If the prospective purchaser (1) fails to qualify as an Eligible Household,
<br />(2) fails to execute and deliver the Disclosure Statement to the City, or (3) fails to execute and deliver to the City an assumption
<br />agreement or an agreement substantially similar to this Agreement within such thirty (30) day period, then the Consent to Transfer
<br />shall expire and the City may, at its option, either notify Owner of the disqualification, thereby entitling Owner to locate another
<br />purchaser who qualifies as Eligible Household, or exercise the Option, as if no Consent to Transfer had been delivered.
<br />d. Time Period for Notice. The City shall deliver a Consent to Transfer, if applicable, not later than thirty
<br />(30) days after the date that it receives notification of an Option Event. The City shall deliver a Notice of Exercise, if applicable, on or
<br />before the date which is the later to occur of the following: (i) thirty (30) days after the date that the City receives notification of an
<br />Option Event or (ii) fifteen (15) days after a Consent to Transfer has expired. For purposes of computing commencement of the
<br />deliver periods, the City shall be deemed to have notification of an Option Event on the date that it actually receives written Notice of
<br />Intent to Transfer, notice of default, summons and complaint or other pleading, or other writing specially stating that an Option Event
<br />has occurred. The City shall have no obligation to deliver a Notice of Exercise or Consent to Transfer, and the applicable time period
<br />for exercise of the Option shall not commence to run, unless and until the City has received notification of an Option Event in the
<br />manner specified in this subsection. If there is a stay or injunction imposed by court order precluding the City from delivering its
<br />Consent to Transfer or Notice of Exercise within the applicable time period, then the running of such period shall cease until such time
<br />as the stay is lifted or the injunction is dissolved and the City has been given written notice thereof, at which time the period for
<br />delivery of a Consent to Transfer or Notice of Exercise shall again begin to run.
<br />783016-1
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