AgdaPkt 2019-03-25 Joint SA PFA - Laserfiche WebLink

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6.D. - Page 5 of 19 August 29, 2013 in the Official Records as Instrument No. 2013-127351, and assumed by the Borrower in the Assignment and Assumption and Modification Agreement (Redwood City CDBG Loan) dated as of April 7, 2017, and recorded April 11, 2017 in the Official Records as Instrument No. 2017-031307, securing a loan by the Locality to the Borrower; The Locality Regulatory Agreement, Locality Deed of Trust and any other documents, recorded or unrecorded pertaining to the Project are collectively referred to herein as the "Locality Documents." B. WHEREAS, the Agency is making, contemporaneously with the making of this Agreement, a permanent loan to Borrower (the "MHSA Permanent Loan"). The MHSA Permanent Loan is evidenced by a promissory note from the Borrower to the Agency in the face amount of One Million Nine Hundred Seventy -Three Thousand Eight Hundred Ninety -Five and No/100s Dollars ($1,973,895.00, titled "California Housing Finance Agency, MHSA Promissory Note, Ca1HFA Development No. 14-016-M (Permanent Financing/Residual Receipts)" (the "MHSA Promissory Note") and secured by a deed of trust. The deed of trust was executed by Borrower, as trustor, to First American Title Company, as trustee, in favor of the Agency, as beneficiary, and is titled "California Housing Finance Agency, MHSA Deed of Trust With Assignment of Rents, Security Agreement and Fixture Filing, CalHFA Development No. 14-016-M" dated January _, 2019 (the "MHSA Deed of Trust") to be recorded in the Official Records contemporaneously with this Agreement. The Project shall also be regulated and encumbered by a regulatory agreement executed by Borrower and the Agency titled "California Housing Finance Agency, MHSA Regulatory Agreement (Mental Health Services Act Housing Program), Ca1HFA Development No. 14-016-M" dated as of January _, 2019 (the "MHSA Regulatory Agreement") to be recorded in the Official Records contemporaneously with this Agreement. The MHSA Regulatory Agreement, MHSA Promissory Note, MHSA Deed of Trust and related unrecorded documents, including but not limited to that certain MHSA Permanent Loan Disbursement Agreement (if applicable), and the Capitalized Operating Subsidy Reserve Agreement (if applicable), shall hereafter be collectively referred to herein as the "MHSA Permanent Loan Documents"; C. WHEREAS, it is a condition precedent to the Agency making the MHSA Permanent Loan that the MHSA Permanent Loan Documents have priority over the Locality Documents; and D. WHEREAS, it is beneficial to all parties that the Agency make the MHSA Permanent Loan, and the parties are willing to subordinate the Locality Documents in order that the MHSA Permanent Loan be made. NOW THEREFORE, In consideration of the foregoing and other consideration the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Agency to make the MHSA Permanent Loan, the parties hereto agree as follows: ATTY/AGR/2019.056/MHA WAVERLY PLACE_SHMHP SUBORDINATION AGREEMENT REV: 03-14-19 VR Page 2 of 7 110