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hereof, and County either affirmatively elects not to exercise such right, fails to <br />exercise such right in accordance with the terms of this Agreement, or waives its <br />right to purchase, and the Property is subsequently transferred to an unaffiliated <br />third party after LifeMoves has fully complied with this Agreement. <br /> <br />7. Binding on Successors. This Agreement shall apply to and bind LifeMoves, its <br />successors and assigns, including each successive owner of the Property, or any <br />portion thereof, and each and all of their respective heirs, successors, permitted <br />assigns, grantees, and mortgagees during the period of their respective interests in <br />the Property, or any portion thereof. <br /> <br />8. Attorneys’ Fees. In the event County, its successors or assigns, or LifeMoves, its <br />successors or assigns, commences any action or proceeding relating to this <br />Agreement or any default hereunder, the prevailing party in such action or <br />proceeding shall be entitled to reasonable attorneys' fees and related legal costs. <br /> <br />9. Amendment. This Agreement may be amended only by a written instrument signed <br />and acknowledged by LifeMoves, its successors or assigns, and County, its <br />successors or assigns, and recorded in the Office of the County Recorder of San <br />Mateo County. <br /> <br />10. Severability. The invalidity of any one of the covenants, conditions, restrictions, <br />or other provisions herein contained shall in no way affect any of the other <br />covenants, conditions, restrictions or other provisions hereof, and the same shall <br />remain in full force and effect. <br /> <br />11. No Further Encumbrances; Subordination. LifeMoves agrees not to further <br />encumber title to the Property without the prior written consent of MidPen, the City <br />Manager of the City, and County, to be given by each such party in its sole and <br />absolute discretion, during the term of this Agreement. Any additional <br />encumbrance placed on title to the Property during the term of this Agreement shall <br />become a Permitted Senior Mortgage only with the prior written consent of <br />MidPen, the City Manager of the City, and County. County anticipates that any <br />additional financing to be obtained by LifeMoves to be secured by the Property <br />shall be on terms and conditions substantially similar to those of the Permitted <br />Senior Mortgages shown on Exhibit B hereto, if any. This Agreement shall be <br />subject and subordinate to each of the Permitted Senior Mortgages and shall <br />terminate upon completion of any judicial foreclosure, transfer by deed in lieu of <br />foreclosure, or exercise of power of sale under any of such Permitted Senior <br />Mortgages. County and LifeMoves shall execute such documents as are reasonably <br />required by any of the holders of the Permitted Senior Mortgages to evidence or <br />implement such subordination. <br /> <br />12. Recitals Incorporated. The Recitals to this Agreement are hereby incorporated into <br />the Agreement. <br /> <br />13. Counterparts. This Agreement may be executed in two or more counterparts, each <br />REV: 06-06-17 JS <br />ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS <br />Page 59 of 68 <br />6.3.B. - Page 64