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

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to LifeMoves that has any liability under such loan) is a condition precedent to LifeMoves’ obligation to consummate the Closing of transactions contemplated herein. 6. Term of Right to Repurchase/Right of First Refusal. The Property shall be subject to this Agreement for a period of twenty (20) years from the date of recordation of this Agreement, unless otherwise terminated by a written agreement between LifeMoves, its successors or assigns, and MidPen, its successors or assigns. Notwithstanding anything contained herein, this Agreement shall terminate and have no further force or effect upon the first to occur of the following: (i) upon the twentieth (20th) anniversary of the date of recordation of this Agreement; or (ii) if MidPen is offered the right to repurchase the Property pursuant to either Section 1 or Section 2 hereof, and MidPen either affirmatively elects not to exercise such right, fails to exercise such right in accordance with the terms of this Agreement, or waives its right to repurchase, and the Property is subsequently transferred to an unaffiliated third party after LifeMoves has fully complied with this Agreement. 7. Binding on Successors. This Agreement shall apply to and bind LifeMoves, its successors and assigns, including each successive owner of the Property, or any portion thereof, and each and all of their respective heirs, successors, permitted assigns, grantees, and mortgagees during the period of their respective interests in the Property, or any portion thereof. 8. Attorneys’ Fees. In the event MidPen, its successors or assigns, or LifeMoves, its successors or assigns, commences any action or proceeding relating to this Agreement or any default hereunder, the prevailing party in such action or proceeding shall be entitled to reasonable attorneys' fees and related legal costs. 9. Amendment. This Agreement may be amended only by a written instrument signed and acknowledged by LifeMoves, its successors or assigns, and MidPen, its successors or assigns, and recorded in the Office of the County Recorder of San Mateo County. 10. Severability. The invalidity of any one of the covenants, conditions, restrictions, or other provisions herein contained shall in no way affect any of the other covenants, conditions, restrictions or other provisions hereof, and the same shall remain in full force and effect. 11. No Further Encumbrances; Subordination. LifeMoves agrees not to further encumber title to the Property without the prior written consent of MidPen and the City Manager of the City, to be given by each such party in its sole and absolute discretion, during the term of this Agreement. Any additional encumbrance placed on title to the Property during the term of this Agreement shall become a Permitted Senior Mortgage only with the prior written consent of MidPen and the City Manager of the City. MidPen anticipates that any additional financing to be obtained by LifeMoves to be secured by the Property shall be on terms and conditions substantially similar to those of the Permitted Senior Mortgages shown on Exhibit B hereto. This Agreement shall be subject and subordinate to each of the Permitted Senior Mortgages and shall terminate upon completion of any judicial foreclosure, transfer by deed in lieu of foreclosure, or REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 35 of 68 6.3.B. - Page 40