Agmt09 Redwood Oaks Associates (Apartments)

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3. An agreenlcnt entitled "Estoppel Certificate and Second Amendment to Loan Agreement," dated August 1, 2002 (the "City Loan Agreement") by and between the Locality and the Borrower, recorded in the Official Records on September 12,2002 as Serial Number 2002-180877; 4. A Financing Statement (Form VCC-1), if applicable, given by the Borrower, as debtor, to tlle Locality, as secured party (the "Financing Statement"); The above documents, related recorded Locality documents and any unrecorded Locality docwnellts 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 permanent Inortgage loan to Borrower (IICallIF A Loan"). The CaIHF A Loan is evidenced by a promissory note from the Borrower to CanIF A in the face amount of One Hundred Sixty- Two Thousand One Hundred Ninety-One and No/IOO Dollars ($162,191.00) secured by a deed of trust. The deed of trust was executed by BOlTower, as trustor, to First American Title Company, as trustee, in favor ofCalHFA, as beneficiary, and is entitled "Califonna Housing Finance Agency, Pennanent Deed of Trust With Assignment of Rents, Security Agreclnent and Fixture Filing, CallIF A Development No. 99-019- N" (the "CalHF A Deed of Trust") 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, CalHF A Development No. 99-019-N" dated as of December 23, 2002 (the "CaIHFA Regulatory Agreementtl) recorded in the Official Records as of November 4, 2003. In addition, CalHFA has or will be filing a DCC Financing Statement with the Secretary of State evidencing Borrower's granting a security interest in the Project ("DCC Statementfl). The CalHF A Regulatory Agreement, CalHF A Deed of Trust and related docU1l1ents, and the DCC Statement shall hereafter be collectively referred to herein as the "CalHF A Documents"; C. WHEREAS, it is a condition precedent to CalHF A making the CallfF A Loan that the CalHF A Documents have priority over the Locality Documents; and D. WHEREAS, it is beneficial to all parties that CalHFA make the CalHFA Loan, and the parties are willing to subordinate the Locality Docwnents in order that the Call-IF 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 CaIHF A to make the CalHF A Loan;-the .parties .heretoagrec. as.follows; .. 1. Subordination ofLocalitv Documents. a. The Locality and Borrower hereby unconditionally subordinate the Locality Documents to the CalHF A Documents, including all extensions, modifications or additional advances made thereunder. Hereafter, the CalHF A Documents shall unconditionally be, and remain at all times, liens and encumbrances on the Project prior and superior to the encumbrances oftl1e Locality Documents and to all rights and privileges of the parties thereuud.er, and the liens and encumbrances of the Locality DocunlCnts together with all rights and privileges of tbe parties thereunder shall hereby bc subject to and made subordinate to the liens and encumbrances of the CalHF A DOCUolents. In the event of a judicial or CaIHFASUBORDINATlON-B (Redwood City).Locality. - 2 _ Redwood Oaks Apts., 99~19-N 6/11/2009.MJV.CLC~##176627v2 - FINAL