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RECORDING REQUESTED BY <br />North American Title Company <br />54605-1588367—SHS <br />RECORDING REQUESTED BY <br />AND WHEN RECORDED MAIL TO: <br />City Of Redwood City <br />1017 Middlefield Road <br />Redwood City, Ca 94063 <br />Attn: City Clerk <br />j EXEMPT FROM RECORDING FEES PER <br />_¢GOVERNMENT CODE §§6103,27383 <br />2019-047056 <br />9:45 am 06/19/19 SA Fee: NO FEE <br />Count of Pages 9 <br />Recorded in Official Records <br />County of San Mateo <br />Mark Church <br />III l lell$II rll lUl tllll1111111111111111111kerIII <br />*$ R 0 0 0 2 7 1 5 1 4 2$* <br />?APN: 053-271-490-4 SPACE ABOVE FOR RECORDER'S USE <br />Exempt from fee per GC 27388.1(a)(2); recorded <br />concurrently "in connection with" a transfer SUBORDINATION AGREEMENT <br />subject to the imposition of documentary <br />transfer tax (DTT).SUBORDINATION <br />document is signed in counterpart <br />NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY <br />INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY <br />THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT <br />This Subordination Agreement (this "Subordination Agreement") is dated for reference <br />purposes as of May 1, 2019, and is executed by and between the CITY OF REDWOOD CITY, a charter <br />city and municipal corporation (the "City"), and HUMAN INVESTMENT PROJECT, INC. (dba HIP <br />Housing), a California nonprofit public benefit corporation ("HIP"). <br />Factual Backaround <br />A. Redwood Oaks Associates, a California limited Partnership ("Redwood") has or will make a loan <br />to Redwood Oaks Associates II LP, a California limited partnership (the "Borrower"), in the <br />original principal amount of approximately Five Million, Nine Hundred Thirty -Four Thousand, <br />Three Hundred and Eighty -Two Dollars ($5,934,382) (the "Redwood Loan") to assist in financing <br />the acquisition and rehabilitation of an affordable residential development (the "Project") on <br />property located in the City of Redwood City at 330-340 Redwood Avenue, and more particularly <br />described in Exhibit A attached hereto and incorporated herein (the "Property"). <br />B. The Redwood Loan is evidenced by a Promissory Note executed by the Borrower in favor of <br />Redwood dated as of May 1, 2019 (the "Redwood Note"). Repayment of the Redwood Note is <br />secured by a Short Form Deed of Trust and Assignment of Rents, dated as of May 1, 2019 (the <br />"Redwood Deed of Trust") which will be recorded in the official records of San Mateo County <br />("Official Records") substantially concurrently herewith. The Redwood Note and the Redwood <br />Deed of Trust are collectively referred to herein as the "Redwood Loan Documents." <br />C. Pursuant to that certain Assignment of Note and Deed of Trust executed by and between <br />Redwood as assignor and HIP as assignee, Redwood has assigned its rights under the Redwood <br />Loan Documents to HIP. <br />D. To assist in financing the rehabilitation of the Project, City made a loan to Borrower's predecessor <br />in interest (the "Original City Loan"). Borrower has assumed the obligation to repay the <br />Original City Loan pursuant to an Assignment, Assumption, Loan Modification Agreement and <br />Release of Estoppel dated as of May 1, 2019 (the "Loan Modification Agreement") which will <br />be recorded in the Official Records substantially concurrently herewith. Borrower's obligation to <br />repay the Original City Loan is evidenced by an Amended and Restated Secured Promissory <br />Note in the amount of $367,331.77, executed by Borrower for the benefit of City and dated as of <br />Page 1 of 8 <br />REV: 05-29-19 VR <br />ATTY/AGR.2019.159/Redwood Oaks Associates 11 LP - HIP—City-Seller Subordination <br />q( <br />