AgdaPkt 2019-09-09 Joint SA PFA - Laserfiche WebLink

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City: City of Menlo Park 701 Laurel Street Menlo Park, California 94025-3483 Attention: City Manager With a copy to: City of Menlo Park 701 Laurel Street Menlo Park, California 94025-3483 Attention: City Attorney Such addresses may be changed by notice to the other Party given in the same manner as provided above. 404. Covenants Running with the Land; Successors and Assigns. The City and Owner hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall apply to and bind Owner and its heirs, executors, administrators, successors, transferees, and assignees having or acquiring any right, title or interest in or to any part of the Property and shall run with and burden the Property. Until all or portions of the Property are expressly released from the burdens of this Agreement, each and every contract, deed or other instrument hereafter executed covering or conveying the Property or any portion thereof shall be held conclusively to have been executed, delivered, and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument. In the event of foreclosure or transfer by deed -in -lieu of all or any portion of the Property, title to all or any portion of the Property shall be taken subject to this Agreement. Owner acknowledges that compliance with this Agreement is a land use requirement and a requirement of the Development Agreement, and that no event of foreclosure or trustee's sale may remove these requirements from the Property. Whenever the term "Owner" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. 405. Subordination. At Owner's request, this Agreement may be subordinated to liens, including a deed of trust (in each case a "Senior Loan"), which secure the financing used to acquire, construct, operate, or refinance the Project, but only if all of the following conditions are satisfied: (a) The Owner shall submit to the City an appraisal of the Property, completed or updated within 90 days of the proposed closing of the Senior Loan, demonstrating that the amount of all proposed Senior Loans does not exceed eighty percent (80%) of the appraised fair market value of the Property. (b) The proposed lender of the Senior Loan (the "Senior Lender") must not be an Affiliated Party. For the purposes of this Section, an "Affiliated Party" is any corporation, limited liability company, partnership, or other entity which is controlling of, 10 AFDOCS/13476288.3 1677\052006712.5 in w017 PAGE 327