AgdaPkt 2009-11-23 clsd and jnt Meeting with Planning

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6.11 Page 6 3. An agreement entitled "Estoppel Certificate and Second Amendment to Loan Agreement/' dated August I, 2002 (the "City Loan Agreement") by and between the Locality and the Borrower, recorded in the Official Rccords on September 12, 2002 as Serial Nunlber 2002-180877; 4. A Financing Statement (Form UCC-l), if applicable,givcl1 by the Borrower, as debtor, to the Locality, as secured party (the "Financing Statement"); The above documents, related recorded Locality documents and any unrecorded Locality documents pertaining to the Project together with any amendments, extensions, or restatements thereto are collectively referred to herein as the ~'Locality Documents." B. WHEREAS, CalHF A is making, contemporaneously with the making of this Agreement, a pel111anent mortgage loan to Borrower ("CalHFA Loan"). The CalHFA Loan is evidenced by a promissory note from the Borrower to CalHF A in the face aroO\mt of One Hundred Sixty-Two Thousand One Hundred Ninety-One and No/I 00 Dollars ($162,191.00) 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 ofCaUIFA, as beneficiary, and is entitled "California Housing Finance Agency, Pennanent Deed ofT11lst With Assignment of Rents, Security Agreement and Fixture Filing, CalHFA Development No. 99-019- Nil (the "CaJHFA Deed of Trost") to be recorded in the Official Records contemporaneously with this Agreement. The Project is currently regulated and encumbered by a regulatory agreement executed by Borrower and CalHF A entitled "California Housing Finance Agency, Regulatory Agreement, CallIF A Development No. 99~019~NIt dated as of December 23, 2002 (the "CaIHFA Regulatory Agreement") recorded in the Official Records as of November 4, 2003. In addition, CalHFA bas or will be filing a DCe Financing Statement with the Secretary of State evidencing BOITower1s granting a security interest in the Project ("UCC Statement"). The CalHF A Regulatory Agreement, CalHF A Deed of Trust and related documents, and the uee Statement shall hereafter be collectively referred to herein as the IICalHF A Documents"; C. WHEREAS, it is a condition precedent to CalHF A making the CalHF A Loan that the CaU-IF A Documents have priority over the Locality Documents; and D. WHEREAS, it is beneficial to all parties that CalHF A make the CalI.JF A Loan, and the parties are willing to subordinate the Locality Documents in order that the CalHF A 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 CalHF A to make the CalHF A Loan, the parties hereto agree as follows: I . Subordination of Locality Documents. a. The Locality and Borrower hereby unconditionally subordinate the Locality Documents to the CalI-IF A Documents, including all extensions, modifications or additional advances made thereunder. Hereafter, the CalHFA Documents shall unconditionally be, and remain at all times, liens and encumbrances on the Project prior and superior to the encumbrances of the Locality Documents and to all rights and privileges of the parties thereunder, and the liens and encumbrances of the Locality Documents together wilb all rights and privileges of the parties thereunder shall hereby be subject to and made subordinate to the liens and encumbrances of the Call-IF A Documents. In the event of a judicial or CaJHFA.SUBORDINATION-13 (Redwood City).Locality. - 2 - Redwood Oaks Apts., 99..o19-N 6/11/2009MJV.CLC-4It76627v2 - FINAL