RecDoc 2020-039722 - Subordination Agreement, Hallmark House (531 Woodside)

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Redevelopment Agency -of the City of Redwood City .("Agency") loaned $150,000 from the Agency's Housing Set -Aside funds ("Agency Assistance" and collectively with the HOME Funds, the "Subordinate Loan"). The Subordinate Lender, as housing successor to the Agency, has succeeded to the rights and responsibilities of the Agency under the Owner Participation Agreement. The Subordinate Loan was secured by placing a mortgage lien against the Property. G. Citibank, N.A. (together with its successors and assigns, "Servicer"), will act as the initial servicer of the Senior Loan. H. As a condition to the making of the Senior Loan, Senior Lender requires that Subordinate Lender execute and deliver this Agreement. NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the malting of the Senior Loan and to induce Senior Lender to consent to the Subordinate Loan and the Subordinate Security Instrument, Subordinate Lender hereby agrees as follows: 1. Definitions. In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below: "Affiliate" means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual controlled by, under common control with, or which controls such Person. The term "control" for these purposes shall mean the ability, whether by the ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make management decisions on behalf of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to remove and then select a majority of those individuals exercising managerial authority over an entity, and control shall be conclusively presumed in the case of the ownership of 50% or more of the equity interests. The term "control" does not include the ordinary exercise of governmental powers by a public agency or the exercise of any rights of Subordinate Lender arising solely under the Subordinate Loan Documents. "Borrower" means the Person named as such in the first paragraph of this Agreement and any other Person (other than the Senior Lender) who acquires title to the Property after the date of this Agreement. "Business Day" means any day other than Saturday, Sunday or a day on which Senior Lender is not open for business. "Covenants" means, collectively, that certain (i) Declaration of Affordability Covenants, dated December 22, 2003, made by Prior Owner and recorded in the Official Records of the County of San Mateo ("Officials Records") as Document No. 2003-350638, and (ii) Declaration of Redevelopment Covenants, dated December 22, 2003, made by Prior Owner and recorded in the Official Records as Document No. 2003-350639, as the same may be amended from time to time in accordance with the terms hereof by an instrument recorded in the Official Records. Subordination Agreement 2 hallmark Nouse Apartments Description: San Mateo,CA Document - Year.DocID 2020.39722 Page: 4 of 24 Order: eeee Comment: