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

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Agreement from and after the date of the close of escrow for County’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 County, 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, County 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 County, LifeMoves and the lender (each, an “Assignment and Assumption of Loan”); provided that in connection with the assumption of each such Permitted Senior Mortgage, County obtains the consent of the lender of such assumed loan and County obtains a full and unconditional release of liability of LifeMoves (and any Affiliate of Li feMoves 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 County in County’s efforts to obtain the consent(s) of the lender(s) to County’s assumption of such loans as provided herein. To the extent County 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 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 Purchase/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 County, 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 exercises its rights under the MidPen Right to Repurchase and escrow closes for MidPen’s purchase of the Property from LifeMoves; or (iii) if County is offered the right to purchase the Property pursuant to either Section 1 or Section 2 REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 58 of 68 6.3.B. - Page 63