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

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(g) At the close of escrow, Escrow Holder shall be instructed to forward the Deed, the Assignment(s) and Assumption(s) of Affordability Agreement and Regulatory Agreement, the MidPen City Deed of Trust and the Assignment(s) and Assumption(s) of Loan Agreement(s) to the Office of the County Recorder of San Mateo County (the “Recorder”) for recordation, and to deliver the Owner's Title Policy and all tax statements to MidPen. Recordation of any instruments delivered to this escrow, if necessary or proper in the issuance of the Owner's Title Policy described herein, shall be authorized at the time of close. The escrow holder shall be instructed to request the Recorder not to affix the amount of documentary transfer taxes on the Deed but on a separate statement to be attached to the Deed after recording. 4. Assumption of Affordability Agreement and Regulatory Agreement. As a condition precedent to LifeMoves’ obligations to close the acquisition of the Property pursuant to this Agreement, MidPen shall assume the obligations of LifeMoves arising under the Affordability Agreement and the Regulatory Agreement from and after the date of the close of escrow for MidPen’s repurchase of the Property by execution and delivery of an assignment and assumption of such obligations with respect to each of the Affordability Agreement and the Regulatory Agreement, in form reasonably satisfactory to MidPen, LifeMoves and either the City Manager of the City or the County of San Mateo, as appropriate (respectively, the “Assignment and Assumption of Affordability Agreement” and the “Assignment and Assumption of Regulatory Agreement”). 5. Assumption of Permitted Senior Mortgages. As a condition precedent to LifeMoves’ obligations to close the acquisition of the Property pursuant to this Agreement, MidPen shall assume the Permitted Senior Mortgages by execution and delivery of an assignment and assumption of loan with respect to each of the Permitted Senior Mortgages in form reasonably satisfactory to MidPen, LifeMoves and the lender (each, an “Assignment and Assumption of Loan”); provided that in connection with the assumption of each such Permitted Senior Mortgage, MidPen obtains the consent of the lender of such assumed loan and MidPen obtains a full and unconditional release of liability of LifeMoves (and any Affiliate of LifeMoves or other party related to LifeMoves that has any liability under such loan) in form reasonably satisfactory to LifeMoves; provided, further, however, that LifeMoves recognizes and acknowledges that such lender release(s) may not extend to liabilities for the environmental condition of the Property existing at the time of the Closing, and that it would be unreasonable for LifeMoves to withhold approval of any release of liability for obligations under the Permitted Senior Mortgages solely because LifeMoves or any Affiliate of LifeMoves retains liability for the environmental condition of the Property existing at the time of the Closing. LifeMoves (and any Affiliate of LifeMoves or other party related to LifeMoves that has any liability under any such loan) shall cooperate with MidPen in MidPen’s efforts to obtain the consent(s) of the lender(s) to MidPen’s assumption of such loans as provided herein. To the extent MidPen so assumes one or more of such Permitted Senior Mortgages, it shall receive a credit against the Purchase Price at the Closing in the amount of the outstanding principal amount of the loan or loans so assumed. For purposes of clarification, the parties acknowledge and agree that the release of liability of LifeMoves (and any Affiliate of LifeMoves or other party related REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 34 of 68 6.3.B. - Page 39