RecD08 2008-042417 - Laserfiche WebLink

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SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement") is made and entered into as of February 1, 2008 by and among (i) DEUTSCHE BANK AG, NEW YORK BRANCH ("Swap Provider"), and (ii) REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD CITY, a public body, corporate and politic, duly organized and existing pursuant to the Community Redevelopment Law of the State of California (the "Agency") and the CITY OF REDWOOD CITY, a municipal corporation in the State of California (the "City", together with the Agency, collectively, "Subordinate Lender"), and (iii) KDF HALLMARK, L.P., a California limited partnership ("Borrower"). Recitals A. Simultaneously with the execution and delivery hereof, Swap Provider will enter into a swap agreement ("Swap Agreement") with Borrower which is secured by, inter alia, the Senior Security Instrument (as hereinafter defined) encumbering the Property (as hereinafter defined); B. The Borrower has requested that the Swap Provider permit the Subordinate Lender to advance to Borrower $500,000 from a grant of HOME Investment Partnership funds and $150,000 from the Agency's Housing Set-Aside funds (collectively, the "Subordinate Loan") and to secure the Subordinate Loan by placing a mortgage lien against the Property. C. As a condition to entering into the Swap Agreement, the Swap Provider requires that the Subordinate Loan be subject to all of the conditions contained in this Agreement. NOW, THEREFORE, in order to induce the Swap Provider to permit the Subordinate Lender to make the Subordinate Loan to the Borrower and to place a subordinate mortgage lien against the Property, and in consideration thereof, the S'wap Provider, the Subordinate Lender and the Borrower agree 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). "Borrower" means the Person named as such in the first paragraph of this Agreement and any other Person (other than the Swap Provider) who acquires title to the Property after the date of this Agreement.