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1992-068-Execute A Subordination Agreement And Agreement To Subordinate In Favor Of Project Lenders For The Benefit Of The Open Doors Associates Affordable Housing Development On West Parr AvenueRESOLUTION 1992 -68 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE A SUBORDINATION AGREEMENT AND AGREEMENT TO SUBORDINATE IN FAVOR OF PROJECT LENDERS FOR THE BENEFIT OF THE OPEN DOORS ASSOCIATES AFFORDABLE HOUSING DEVELOPMENT ON WEST PARR AVENUE WHEREAS, the Town has entered into a Cooperation Agreement Between the Town of Los Gatos, Mid - Peninsula Housing Coalition (MPHC), and West Valley Open Doors (WVOD) for the provision of a low income housing development; and, WHEREAS, MPHC, as the developers have obtained loans to cover acquisition and pre - development costs, "junior loans "; WHEREAS, the Town has provided two junior loans to MPHC totaling $639,000; and, WHEREAS, MPHC has, with Town Council approval, assigned its right to purchase the site to Open Doors Associates (ODA), a California Limited Partnership (Mid - Peninsula Open Doors Corporation, a California nonprofit public benefit corporation, is the general partner and affiliate of MPHC); and, WHEREAS, ODA has obtained commitments for construction and permanent financing loans as follows: a. Savings Associations Mortgage Company, Inc. (SAMCO) - $1,150,000; b. State of California Department of Housing And Community Development (DHCD) -$3,561,749; and C. Syndication proceeds from the partnership. CSD08 * \RES0S \CSO42092.R68 -1- WHEREAS, to meet the lenders' requirement that they be in first position, the junior lenders must subordinate their loans to the construction loan and then to the permanent loans; BE IT RESOLVED by the Town of Los Gatos that the Town authorize the Town Manager to execute a Subordination Agreement and Agreement to Subordinate in the form attached as Exhibit A at such time as the Town has received: (a) an executed permanent loan commitment for the project from SAMCO in an amount not to exceed $1,500,000, and (b) an executed permanent loan commitment from the California Department of Housing and Community Development for the project in an amount not to exceed $3,561,749, the terms and conditions of both commitments to be substantially similar to those recited in standard documents already delivered to the Town. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 20th day of April, 1992, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Brent N. Ventura Mayor Eric D. Carlson NAYES: Steven Blanton ABSENT: None. ABSTAIN: None. SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA (ATTEST: '7k___ CLERK OF THE TO`,VN Of LOS GATOS LOS GATOS, CALIFORNIA CSD08:A : \RESOS \CS042092. R68 -2- RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: WELLS FARGO BANK, N.A. Real Estate Group (AU 002976) 111 Sutter Street, 7th Floor San Francisco, California 94163 Attn: Ms. Debbie Graham Loan No.: 29930K EXHIBIT A C••• • 7141... i.. �x.� - +Y • =•i• (Deeds of Trust, Restrictions and Agreements to Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTERESTS, RESTRICTIONS AND OTHER RIGHTS IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF A LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT AND AGREEMENT TO SUBORDINATE ( "Subordination Agreement ") is made this day of , 1992 by OPEN DOORS ASSOCIATES, a.Californla Limited Partne! r— s p ( "Borrower "), THE TOWN of LOS GATOS, a municipal corporation ( "Town "), THE COUNTY OF SANTA CLARA, a political subdivision of the State of California ( "County "), and WEST VALLEY OPEN DOORS, a California nonprofit public benefit corporation ( "West Valley "), in favor of WELLS FARGO BANK, National Association ( "Lender "). The Town, the County and West Valley are referred to hereinafter collectively as the "Junior Lenders" and singularly as the "Junior Lender ". Junior Lenders are the holders of security interests and other rights in the Property hereafter described. A. Borrower is the owner of that real property commonly known as 634 West Parr Avenue, Los Gatos, California, as more particularly described on Exhib ;t A attached hereto ( "Property "). B. Borrower intends to construct upon the Property certain improvements consisting of sixty -four (64) units of multiple - family low - income housing, together with approximately two thousand (2,000) square feet for a day care center ( "Improvements "). C. The acquisition and predevelopment of the Property and related costs and expenses have been or will be financed by the following loans: (i) a $1,355,000 purchase -money loan by County subject to the terms, use restrictions and conditions of the option Agreement and Sale Agreement executed by Mid - Peninsula Housing Coalition and the County dated , 199 , and the Exchange Agreement and Escrow Instructions dated January 2, 1992, executed by Mid - Peninsula Housing Coalition, County and NME Hospitals, Inc., which agreements were assigned to Borrower with the consent of County and NME, evidenced by a Promissory Note executed by Borrower in the amount of the loan (collectively, the "County Acquisition Loan Documents "), secured by a Deed of Trust executed by Borrower, as Trustor, in favor of County, as Beneficiary, recorded November 15, 1991, in Book L930, Page 691 in the Official Records of the County of Santa Clara ( "County Acquisition Deed of Trust ") and secured by that certain Construction Loan Guaranty and Agreement executed by Mid - Peninsula Housing Coalition, as Guarantor, in favor of County, as Holder, dated , 199_ ( "County Guaranty "); (ii) a $300,000 loan by the Town subject to the terms, use restrictions and conditions of that certain Cooperation Agreement Between The Town of Los Gatos, Mid - Peninsula Housing Coalition, and West Valley Open Doors For The Provision Of A Low Income Housing Development dated December 31, 1990, which agreement was amended by that certain First Amendment To Cooperation Agreement Between The Town of Los Gatos, Mid - Peninsula Housing Coalition, and West Valley Open Doors For The Provision Of A Low Income Housing Development dated November 11, 1991 and that Second Amendment To Cooperation Agreement Between The Town of Los Gatos, Mid - Peninsula Housing Coalition, and West valley Open Doors For The Provision Of A Low Income Housing Development dated March 2, 1992 (as amended to the date hereof "Cooperation Agreement "), evidenced by a promissory note in the amount of the loan, which agreement and note have been assigned to Borrower with the consent of the Town and West Valley (collectively, the "Town Loan Documents "), and secured by a Deed of Trust executed by Borrower, as Trustor, in favor of Town, as Beneficiary, recorded December 161 1991 in Book L967, Page 1096 in the Official Records of the County of Santa Clara ( "Town Deed of Trust ") and an agreement in the cooperation Agreement for a loan to Borrower from Town in the amount of $339,250 for the development of the Improvements, and evidenced by an Unsecured Promissory Note from Borrower to Town in the amount of $339,250 ( "Town Note "), (iii) a $200,000 loan from West Valley subject to the terms, use restrictions, and conditions of that certain Housing Development Agreement Between Mid - Peninsula Housing coalition And West Valley Open Doors dated October 25, 1991, evidenced by a Promissory Note in the amount of the loan, which agreement and note have been assigned to Borrower with - 2 - the consent of west Valley (collectively, the "West Valley Loan Documents "), and secured by a Deed of Trust executed by Borrower, as Trustor, in favor of West Valley, as Beneficiary, recorded December 16, 1991, in Book L967, Page 1098 in the Official Records of the County of Santa Clara ( "West Valley Deed of Trust "); and (iv) a $200,000 loan to Borrower by County subject to the terms, use restrictions and conditions of that certain First Amended Agreement Between County and Mid - Peninsula Housing Coalition, dated May 14, 1991, evidenced by a Promissory Note in the amount of the Loan, which agreement and note have been or will have been assigned to Borrower with the consent of County (collectively, the "County Loan Documents "), and secured by a Deed of Trust executed by Borrower, as Trustor, in favor of County, as Beneficiary, recorded December 16, 1991, in Book L966, Page 1100 in the official Records of the County of Santa Clara ( "County Deed of Trust ") . The west Valley Loan Documents, the Town Loan Documents, the Town Note, the County Loan Documents, the County Acquisition Loan Documents and the County Guaranty are hereinafter referred to collectively as the "Junior Loans "; and the West Valley Deed of Trust, the Town Deed of Trust, the County Acquisition Dead of Trust, the County Dead of Trust and the County Covenant Dead of Trust (as described in Recital D below) are referred to hereinafter collectively as the "Junior Deeds of Trust ". D. County and Borrower also entered into that certain Covenant Agreement dated 1992, in Book L , Page in the Official Records of the County of Santa Clara ( "Covenant Agreement "), which agreement contains use restrictions on the Property and Improvements and provides for liquidated damages under certain circumstances and which obligations are secured by a Deed of Trust executed by Borrower, as Trustor, in favor of the County, as Beneficiary, recorded 1992, in Book L , Page in the Official Records of the County of Santa Clara ( "Country Covenant Deed of Trust "). E. Lender has agreed to make a loan to Borrower for construction of the Improvements and associated costs and expenses, subject to the terms and conditions of a Building Loan Agreement ( "Building Loan Agreement ") dated , 1992 in the original principal amount of SIX MILLION FIVE HUNDRED THOUSAND AND NO /100THS DOLLARS ($6,500,000.00) ( "Loan ") , which loan is to be evidenced by a Promissory Note Secured by Deed of Trust executed by Borrower in the original principal amount of the Loan ( "Note ") and to be secured by a Construction Deed of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing on the Property executed by Borrower, as Trustor, in favor of Lender, as Beneficiary ( "Deed of Trust "), a State of California, Uniform Commercial Code - Financing Statement - Form UCC - 1 executed by Borrower, as Debtor, in favor of Lender, as - 3 - Secured Party ( "UCC -111) and other security documents, including, but not limited to, a Repayment Guaranty executed by Mid - Peninsula Housing Coalition, as Guarantor, in favor of Lender ( "Guaranty "), all as more particularly described in the Building Loan Agreement ( "Loan Documents "). F. As a condition precedent to making the Loan, Lender requires that the Deed of Trust, UCC -1, and the other Loan Documents be unconditionally, and at all times remain, liens and charges upon the Property and Improvements, prior and superior to all use restrictions contained in the Junior Loans, all rights of the Junior Lenders (and each of them) under the Junior Loans and the Junior Deeds of Trust (and each of them), and all rights of County under the Covenant Agreement and to the restrictions contained therein, and that the Junior Lenders (and each of them) specifically and unconditionally subordinate all use restrictions contained in the Junior Loans, all rights of Junior Lenders (and each of them) under the Junior Loans and the Junior Deeds of Trust (and each of them), and the Covenant Agreement and the restrictions contained therein to the liens and charges of the Deed of Trust, UCC -1, and the other Loan Documents. To this end, the Junior Lenders (and each of them) have agreed to subordinate all use restrictions contained in the Junior Loans, the Junior Loans and the Junior Deeds of Trust (and each of them) and the Covenant Agreement and the restrictions contained therein to the Deed of Trust, UCC -1 and the other Loan Documents and to set forth in this Subordination Agreement the relative priority of the Junior Loans and Junior Deeds of Trust and other interests. G. As a further condition to Lender making the Loan, Lender requires the Junior Lenders (and each of them) to agree, among other things, to execute subordination agreements on reasonable terms and conditions in favor of Savings Associations Mortgage Company, Inc. ( "Permanent Lender ") and the California Department of Housing and Community Development ( "DHCD ") as they may require to fund their respective permanent loans (collectively, the "Permanent Loans ") upon substantially the terms and conditions contained in that loan commitment letter executed by and between Borrower and Permanent Lender dated 1992 ( "Commitment Letter "), and a Standard Agreement executed by and between Borrower and DHCD dated 1992 ("'Standard Agreement ") (the Commitment Letter and the Standard Agreement are referred to hereinafter as the "Permanent Loan Commitments "), including, but not limited to, an agreement by the Junior Lenders (and each of them) to subordinate all use restrictions contained in the Junior Loans, the Junior Loans and Junior Deeds of Trust (and each of them) and an agreement by the County to subordinate the Covenant Agreement and the restrictions contained therein to the Permanent Lender's and DHCD's deeds of trust on the Property and to any regulatory agreements and other restrictions imposed on the Property and Improvements by DHCD or Permanent Lender and the other loan documents of Permanent Lender or DHCD. - 4 - H. Lender is willing to make the Loan provided that the Deed of Trust, UCC -1 and the other Loan Documents are liens or charges on the Property prior and superior to all use restrictions contained in the Junior Loans, the Junior Loans and the Junior Deeds of Trust (and to each of them) and the Covenant Agreement and the restrictions contained therein, and further provided that the Junior Lenders (and each of them) will specifically and unconditionally subordinate and subject all use restrictions contained in the Junior Loans, the Junior Loans and the Junior Deeds of Trust (and each of them) , and the Covenant Agreement and the restrictions contained therein to the liens, claims or charges of the Note, the Deed of Trust, UCC -1, and the other Loan Documents. I. It is to the mutual benefit of the parties hereto that Lender make the Loan to Borrower; and in consideration for Lender making the Loan, Junior Lenders (and each of them) are willing that the Deed of Trust, UCC -1, when recorded or filed, and the other Loan Documents, constitute liens or charges upon said Property which are unconditionally prior and superior to all use restrictions contained in the Junior Loans, the Junior Loans and the Junior Deeds of Trust (and each of them), and to the Covenant Agreement and the restrictions contained therein. Each Junior Lender agrees to and is willing to execute the subordination agreements as set forth in Recital G. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, Junior Lenders (and each of them) hereby declare, understand and agree as follows: 1. The Deed of Trust securing the Note in favor of Lender, and all modifications, renewals and extensions thereof, and any advances (in accordance with section a) (including interest thereon) thereunder or secured thereby, the UCC -1 and all other Lgan Documents shall unconditionally be and remain at all times liens or charges on the Property and Improvements, prior and superior to all use restrictions contained in the Junior Loans, the Junior Loans and the Junior Deeds of Trust (and each of them), and to all present and future indebtedness and obligations secured thereby, and to the Covenant Agreement and the restrictions contained therein, and the use restrictions contained in the Junior Loans, the Junior Loans and the Junior Deeds of Trust (and each of them), and all present and future indebtedness and obligations secured by each, and the Covenant Agreement and the restrictions contained therein are hereby irrevocably and unconditionally subjected and made subordinate to the liens and charges of the Deed of Trust, UCC -1, and the other Loan Documents. - 5 - 2. Lender would not make the Loan without this Subordination Agreement, and Junior Lenders (arid each of them) agree that upon completion of a judicial or nonjudicial foreclosure under the Deed of Trust in accordance with law or upon delivery of a deed in lieu of foreclosure, all use restrictions in the Junior Loans, all rights of the Junior Lenders (and each of them) under the Junior Loans and the Junior Deeds of Trust (and each of them) and the Covenant Agreement and the restrictions contained therein shall automatically terminate and be extinguished upon the occurrence of such event. Any purchaser of the Property or any portion thereof at any judicial or non- judicial foreclosure sale of the Deed of Trust or any grantee of a deed in lieu of foreclosure thereof shall take the Property free and clear of all covenants, conditions, restrictions, liens and agreements contained in the Junior Loans and the Junior Deeds of Trust (and each of them) and the Covenar- Agreement. Junior Lenders (and each of them) agree that upon a foreclosure under the Deed of Trust or upon delivery of a deed in lieu of foreclosure, to execute any documents reasonably required by a title company to insure title to the Property and Improvements free and clear of any such covenants, conditions, restrictions, liens and agreements. 3. This agreement shall be the whole and only agreement between the parties hereto with regard to the subordination of all use restrictions contained in the Junior Loans, the Junior Loans and the Junior Deeds of Trust (and each of them), together with rights and privileges of the Junior Lenders thereunder, and the Covenant Agreement and the restrictions contained therein, together with the rights of County thereunder, to the liens and charges of the Deed of Trust, UCC -1, and the other Loan Documents and shall supersede and cancel, but only insofar as would affect the priority between the use restrictions contained in the Junior Loans, the Junior Loans and the Junior Deeds of Trust and the Covenant Agreement and the restrictions contained therein to the Deed of Trust, UCC -1, and the other Loan Documents, any prior agreements to subordinate all use restrictions contained in the Junior Loans, the Junior Loans and the Junior Deeds of Trust (and each of them) and the Covenant Agreement and the restrictions contained therein to the UCC -1, Dead of Trust and the other Loan Documents, or to any of them, 4. Junior Lenders (and each of them) declare, agree, and acknowledge that (i) each consents to and approves the agreements between Borrower and Lender for the use and disbursement of the proceeds of the Loan, including but not limited to Exhibits D and E to the Building Loan Agreement, and acknowledges receipt of a copy thereof, (ii) has received and had an opportunity to review the Building Loan Agreement, Note, Deed of Trust, UCC -1, Repayment Guaranty, and Completion Guaranty, in favor of Lender, (iii) consents to all modifications, alterations and amendments of the Building Loan Agreement, Note, Deed of Trust, UCC -1, Completion Guaranty and Repayment Guaranty in favor of Lender and all escrow and disbursement agreements between Borrower and - 6 - Lender referred to above, including, without limitation, extension of the loan term and advancing additional funds related to the purposes in the Loan Agreement, and (iv) consents and approves any discharge, release or modification of collateral held by Lender. In connection with subsection 4(iii) above, Lender agrees not to increase the principal amount of the Loan in an amount in excess of $375,000 ( "Permitted Increase ") without the prior written consent of Junior Lenders (and each of them) which consent shall not be unreasonably withheld. Junior Lenders (or any one of them) will be deemed to have consented to an increase in excess of the amount of the Permitted Increase if such Junior Lenders (or such one of them) shall fail to approve or disapprove Lender's request for consent within twenty (20) calendar days of receipt of such - request. Lender's failure to request from Junior Lenders (or any of them) such consent to an increase in the principal amount of the Loan in excess of the Permitted Increase shall not affect the validity and enforceability of the Note, Deed of Trust and other Loan Documents with respect to such increase, shall not affect the priority of Lender's Dead of Trust except to the extent that the amount of the principal increase exceeds the Permitted Increase, and shall not defeat, impair, or affect Junior Lenders' (or any one of their) subordinations as set forth herein. Nothing in this paragraph shall be construed to obligate Lender to make any additional funds available to Borrower in excess of the original principal amount of the Loan. S. Junior Lenders (and each of thou) further declare, agree and acknowledge that: (a) Lender in such agreement is under n represented that it will, by the person or persons and any application or us than payment of the costs limited to, payment of lc costs, and for purposes c agreement or agreements s made in whole or in part; making disbursements pursuant to any o obligation or duty to, nor has Lender see to the application of such proceeds to whom Lender disburses such proceeds; e of such proceeds for purposes other of construction, including but not an fees, interest and other financing then than those provided for in such hall not defeat the subordination herein (b) Each Junior Lender warrants and represents that (i) there are no conditions to subordination of any use restrictions in its loan or deed(s) of trust, under any agreement in connection with the Property to which it is a party, and, as to County, there are. no conditions to subordination of the Covenant Agreement and the restrictions contained therein, (ii) it is not aware of any defenses to enforcement of this Agreement, (iii) it has the full power and authority to enter into this Subordination Agreement, and all requisite hearings have been conducted, all necessary approvals obtained, and all required corporate or other necessary actions taken to duly authorize such Junior Lender to execute, acknowledge and deliver this Subordination Agreement, (iv) this Subordination Agreement is a - 7 - valid, legal, binding and enforceable obligation of such Junior Lender, (v) it has approved the mortgage in favor of the Permanent Lender 4nd DHCD on the terms and conditions contained in the Commitment Letter and the Standard Agreement, respectively, (vi) there are no defaults under its respective loan documents or deed(s) of trust or any agreement with the Borrower or any agreement which has been assigned to Borrower, nor has any event occurred which with notice or the passage of time would constitute a default thereunder, and (vii) no amendment or modification of the Junior Loans or Junior Deeds of Trust (or any of them) or the Covenant Agreement shall be effective without the Lender's prior written consent; (c) Each Junior Lender, intentionally and unconditionally waives, relinquishes, subjects and subordinates its respective deed(s) of trust and loan or other agreements, together with all rights and privileges of such Junior Lender thereunder and all restrictions contained in any such agreements, and the Covenant Agreement and the restrictions therein, in favor of the liens and charges upon the Property and Improvements of the Deed of Trust, UCC -1, and the other Loan Documents and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment, subjection and subordination; and (d) Each Junior Lender agrees to subordinate all use restrictions contained in its loan or other agreements and its deed of trust and the Covenant Agreement and the restrictions contained therein to the Permanent Lender's and DHCD's deeds of trust and to any regulatory agreements and other restrictions imposed on the Property and Improvements by DHCD or Permanent Lender and the Permanent Loan Commitments and to promptly execute, acknowledge and deliver such documents as requested by Permanent Lender or DHCD to evidence such subordinations. 6. Junior Lenders agree that their respective loans shall have priority with respect to each other's loans or agreements as follows: (1) Second in priority is the County Acquisition Loan and County Acquisition Deed of Trust; (2) Third in priority is the Covenant Agreement and the restrictions contained therein; Trust; of Trust; (3) Fourth in priority is the County Covenant Deed of (4) Fifth in priority is the Town Loan and Town Deed (5) Sixth in priority is the West Valley Loan and West Valley Deed of Trust; and (6) Seventh in priority is the County Loan and County Deed of Trust. 7. County declares, agrees and acknowledges that (i) there are no conditions to subordination of the Covenant Agreement and the restrictions contained therein or the County Guaranty; and (ii) the repayment obligation under the County Guaranty is specifically and unconditionally subordinated to the repayment obligation under the Guaranty. 8. Lender agrees to provide to Junior Lenders a copy of any notice sent to Borrower by Lender regarding a Default or event of Default (as those terms are defined in the Loan Documents) under the Loan and to allow Junior Lenders an opportunity to cure such Default within the time limits provided under the Loan; provided, however, if Junior Lenders (or any of them) elect to cure, such Junior Lenders agree to proceed promptly and fully to cure such Default. Notwithstanding the foregoing, failure by Lender to provide such notice shall not defeat, impair or affect the subordination of the Junior Loans hereunder. 9. Any notice or correspondence to be provided to Junior Lenders shall be sent as follows: "County" County of Santa Clara 70 West Hedding Street loth Floor, East Wing San Jose, CA 95110 Attn: Clerk of the Board "Town" Town of Los Gatos P.O. BoX 949 Los Gatos, CA 95031 Attn: Director of Community services "West Valley" West valley open Doors 17831 Skyline Boulevard Los Gatos, CA 95030 Attn: Ms. Mary -Lyle Remple Any notice or correspondence to be provided to Junior Lenders shall be deemed to be received if any of the following occur: (1) such notice or correspondence is properly addressed and deposited in the United States Mail, Certified, Return Receipt Requested or with a courier service, such as Federal Express, for overnight delivery; or (2) such notice or correspondence is delivered to the proper address by hand; or (3) such notice or correspondence is properly addressed and telecommunicated via facsimile or similar device. 10. This Subordination Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties. If this Subordination Agreement is executed by more than one party, it shall bind them jointly and severally. All words used herein in the singular shall be deemed to have been used in the plural where the context so requires. 11. This Subordination Agreement shall be governed by and construed in accordance with the laws of the State of California. 12. This Subordination Agreement may be executed in any number of counterparts by the parties hereto. Each of said counterparts shall be deemed to be an original, and all such counterparts shall constitute but one and the same instrument. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE BORROWER TO OBTAIN A IRAN A PORTION OF WHICH MAY BE EXPENDED FOR PURPOSES OTHER THAN IMPROVEMENT OF THE PROPERTY AS SET FORTH IN THE BUILDING LOAN AGREEMENT. - 10 -- IN WITNESS WHEREOF, the parties have executed this Subordination Agreement as of the _ day of 1992. WEST VALLEY OPEN DOORS, a California nonprofit public benefit corporation By: Its: WELLS FARGO BANK, N.A. By: John Denton Assistant vice President COUNTY OF SANTA CLARA, a political subdivision of the State of California By: Its: APPROVED AS TO FORM AND LEGALITY: ATTEST: Clerk of the Board De /JIM/730"00d.006 OPEN DOORS ASSOCIATES, a California Limited Partnership By: MID- PENINSULA OPEN DOORS, a California nonprofit public benefit corporation, General Partner BY :- Its: By :- Its: TOWN OF LOS GATOS, a municipal corporation By: Its: APPROVED AS TO FORM AND LEGALITY. ATTESTED TO: - 11 - EXHIBIT A (Description of Property) EXHIBIT A to SUBORDINATION AGREEMENT executed by WEST VALLEY OPEN DOORS, a California nonprofit public benefit corporation, as "West Valley ", THE TOWN OF LOS GATOS, a municipal corporation as "Town ", THE COUNTY OF SANTA CLARA, a political subdivision of the State of California, as "County ", and OPEN DOORS ASSOCIATES, a California Limited Partnership, as "Borrower ", in favor of WELLS FARGO BANK, as "Lender ", dated as of , 1992. �_ •e z All that certain real property situated in the State of California, County of Santa Clara, Town of Los Gatos, and is described as follows: Parcel A as shown on that certain Parcel Map filed on November 15, 1991, in Book 632 of Maps, page 19, in the office of the Recorder of the County of Santa Clara, State of California. G8/d"8/7300600d.006 Page 1 of 1 EXHIBIT A