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Documents and agrees that in the event City determines there is a conflict of terms between the City <br />Documents and HEART Documents, the terms of the City Documents shall prevail. <br />3. Attorneys Fees & Costs. If any party shall take any action to enforce or otherwise relating <br />to this Subordination Agreement, the prevailing party or parties shall be entitled to recover <br />reasonable attorney's fees and costs from the other party or parties. <br />4. Amendments. Amendments to this Subordination Agreement shall be in writing and signed <br />by all the parties hereto. <br />5. Governing Law. This Subordination Agreement shall be construed in accordance with and <br />be governed by the laws of California. <br />6. Counterparts. This Subordination Agreement may be executed in several counterparts, each <br />of which shall be an original and all of which shall constitute one and the same instrument. <br />7. Severability. In the event any provision of this Subordination Agreement shall be held <br />invalid or unenforceable by any court of competent jurisdiction, it shall not invalidate or render <br />unenforceable any other part of this Subordination Agreement. <br />8. Successors and Assigns. This Subordination Agreement shall be binding upon the successors <br />and assigns of the respective parties to this Subordination Agreement. <br />9. Notices. Any notice required or authorized under this Subordination Agreement, or service <br />of process, shall be effective if, and only if, in writing and if, and only if, personally served or <br />mailed, postage prepaid, by registered or certified mail, to the party in question at the address <br />shown below: <br />Borrower: HEART -SV <br />2905 S. El Camino Real <br />San Mateo, CA 94403 <br />Attn: Executive Director <br />HEART: HEART <br />2905 S. El Camino Real <br />San Mateo, CA 94403 <br />Attn: Executive Director <br />City: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Attn: City Manager <br />With a copy to: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Attn: City Attorney <br />REV: 05-22-25 LF <br />ATTY/AGR.2025.114/HEART-SV (Subordination Agreement - HEART Trust Funds to RWC) (Page 3 of 8) <br />