218 Railway Ave - Subordination AgreementRECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Campbell
70 N. First Street
Campbell, CA 95008
Attention: Housing Services
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §27383
APN: 412-51-006
Property Address: 218 Railway Avenue, Campbell
"This document was electronically submitted
to Santa Clara County for recording-
25319906
Regina Alcomendras
Santa Clara County - Clerk -Recorder
06/14/2022 03:07 PM
Titles: 1 Pages: 13
Fees:$0.00
Tax: $0
Total: $0.00
ace aoove ants line for Necoraers use.
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR
SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO
AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR
LATER SECURITY INSTRUMENT
This Subordination Agreement (the "Subordination Agreement") is dated for
reference purposes as of May - ,-La-, 2022, and is executed by and among Yonas
Birhanemeskel and Saba Hintsa (the "Owner"), the City of Campbell, a public body
corporate and politic (the "City"), and Silicon Valley Bank, ("Lender").
RECITALS
A. Yonas Birhanemeskel and Saba Hintsa are the owners of the real property
located at 218 Railway Avenue in the City of Campbell, and more particularly described
in Exhibit A attached hereto and made a part hereof (the "Property").
B. Pursuant to that certain Occupancy, Resale, and Refinancing Restriction
Agreement with Option to Purchase at Restricted Price, dated as of February 11, 2019
and recorded in the Official Records of Santa Clara County ("Official Records") on
February 14, 2019 as Document No. 24117015 (the "Resale Restriction Agreement"),
the Property is subject to certain resale price restrictions, and the City and has the right
of first refusal with option to purchase the Property.
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Campbell
70 N. First Street
Campbell, CA 95008
Attention: Housing Services
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §27383
Space above this line for Recorder's use.
APN: 412-51-006
Property Address: 218 Railway Avenue, Campbell
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR
SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO
AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR
LATER SECURITY INSTRUMENT
This Subordination Agreement (the "Subordination Agreement") is dated for
reference purposes as of May_,J _, 2022, and is executed by and among Yonas
Birhanemeskel and Saba Hintsa (the "Owner"), the City of Campbell, a public body
corporate and politic (the "City"), and Silicon Valley Bank, ("Lender").
RECITALS
A. Yonas Birhanemeskel and Saba Hintsa are the owners of the real property
located at 218 Railway Avenue in the City of Campbell, and more particularly described
in Exhibit A attached hereto and made a part hereof (the "Property").
B. Pursuant to that certain Occupancy, Resale, and Refinancing Restriction
Agreement with Option to Purchase at Restricted Price, dated as of February 11, 2019
and recorded in the Official Records of Santa Clara County ("Official Records") on
February 14, 2019 as Document No. 24117015 (the "Resale Restriction Agreement"),
the Property is subject to certain resale price restrictions, and the City and has the right
of first refusal with option to purchase the Property.
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C. Pursuant to that certain Deed of Trust and Security Agreement, dated as
of February 11, 2019 and recorded in the Official Records of Santa Clara County
("Official Records") on February 14, 2019 as Document No. 24117014 (the "City
Deed").
D Lender has made, or has agreed to make, a loan (the "Lender Loan") to
Owner in the principal amount of Two Hundred Seventy Two Thousand Dollars
($272,000.00). Owner's obligation to repay the Lender Loan will be evidenced by a
promissory note (the "Lender Note") made by Owner to the order of Lender in the
principal amount of the Lender Loan, and will be secured by a deed of trust (the
"Lender Deed of Trust") that will be recorded against the Property substantially
concurrently herewith. The Lender Note and the Lender Deed of Trust collectively
constitute the "Lender Loan Documents."
E. City has agreed to subordinate the Resale Restriction Agreement and City
Deed to the Lender Deed of Trust (the "City Documents"),
NOW THEREFORE, in consideration of the mutual covenants contained herein
and good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows.
AGREEMENT
1. Subordination. The Lender Deed of Trust, and
modifications, or extensions thereof are
lien or charge on the Property pri
Notwithstanding the foregoing, Owner an
or modify the Lender Loan Document
s
2. Acknowledgments and Agreements of City. City acknowledges, and
agrees that: (i) Lender would not make the Lender Loan without this Subordination
Agreement; and (ii) City intentionally subordinates the City Documents to the lien of the
Lender Deed of Trust.
3. Notice and Cure Rights.
3.1 Definitions: For purposes of this Section 3, the following terms
shall have the following meanings:
"Cure Period" means a period of a ninety (90) consecutive days from the giving
of a Default Notice.
"Defaulted Lender" means the party giving a Default Notice.
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"Default Notice" means written notice of the default(s) or Event(s) of Default
giving rise to a party's right to complete a Foreclosure Remedy.
"Foreclosure Remedy" means the completion of a foreclosure sale of the
Property or the recording of a deed -in -lieu of foreclosure with respect to the Property.
"Noticed Defaults" means the noticed default(s) or Event(s) of Default set forth in
a Default Notice.
"Notice Party" means the party receiving a Default Notice.
3.2 Notice and Cure Rights.
(a) Notice and Cure Rights of City. Lender agrees that
concurrently with Lender's provision of any notice of default (including without limitation
any Default Notice) to Owner under the Lender Loan Documents, Lender shall provide a
copy of such notice to City at the address specified below. Lender agrees that City shall
have the right to cure any default of Owner within the same period of time provided to
Owner under the Lender Loan Documents, extended only for the City by a period of
ninety (90) days. Lender further agrees that it shall not complete a Foreclosure
Remedy unless and until City has first been given a Default Notice, and City has failed
to cure the Noticed Defaults within the Cure Period or such longer period provided
pursuant to this Section; provided, however, that Lender shall be entitled during the
Cure Period to continue to pursue all of its rights and remedies under the Lender Loan
Documents, including but not limited to acceleration of the Lender Note (subject to the
de -acceleration provisions set forth below), and commencement and pursuit of
foreclosure (but not completion of the foreclosure sale). It is the express intent of the
parties hereunder that Lender shall have the right to pursue all rights and remedies
except completion of a Foreclosure Remedy without liability to City for failure to provide
notice to City, and that the Lender's liability hereunder shall be expressly limited to
actual damages to City directly caused by the Lender's completion of a Foreclosure
Remedy without City receiving the notice and opportunity to cure described above.
Except as specifically provided herein, or otherwise agreed in writing, Lender's failure to
give any such notice for any reason shall not act to impair or waive any remedy or right
of Lender under this Subordination Agreement or any of the Lender Loan Documents.
(b) Owner agrees that it shall provide City with a copy of any
notice of default that Owner receives pertaining to any Lender Loan Document within
three (3) days following Owner's receipt of any such notice of default.
(c) Notice and Cure Rights of Lender. City agrees that
concurrently with City's provision of any notice of default (including without limitation any
Default Notice) to Owner under the City Documents, City shall provide a copy of such
notice to Lender at the address specified below. City agrees that Lender shall have the
right to cure any default of Owner within the same period of time provided to Owner
under the City Documents, extended only for Lender by a period of ninety (90) days.
City agrees that it shall not complete a Foreclosure Remedy unless and until Lender
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has first been given a Default Notice, and Lender has failed to cure the Noticed Defaults
with the Cure Period; provided, however, that City shall be entitled during the Cure
Period to continue to pursue all of its rights and remedies under City Documents
including but not limited to commencement and pursuit of foreclosure (but not
completion of the foreclosure sale). It is the express intent of the parties hereunder that
City shall have the right to pursue all rights and remedies except completion of a
Foreclosure Remedy without liability to Lender for failure to provide notice to Lender,
and that the City's liability hereunder shall be expressly limited to actual damages to
Lender directly caused by the City's completion of a Foreclosure Remedy without
Lender receiving the notice and opportunity to cure described above. Except as
specifically provided herein, or otherwise agreed in writing, City's failure to give any
such notice for any reason shall not act to impair or waive any remedy or right of City
under this Subordination Agreement or any of the City Documents.
3.3 Exercise of Cure Rights. With respect to the exercise of the cure
rights provided in Section 3.2 above, the following shall apply:
(a) Upon receipt of a Default Notice, Lender and City shall each
have the right, but not the obligation, to elect to cure the Noticed Defaults by giving the
Defaulted Lender written notice of its intention to cure the Noticed Defaults within the
Cure Period and thereafter curing all Noticed Defaults within the Cure Period.
(b) If a cure of all the Noticed Defaults is completed within the
Cure Period, the Defaulted Lender will rescind any notice of default recorded and
request dismissal of any receiver who has been appointed, after reimbursement of all of
Defaulted Lender's costs, including, without limitation, reasonable attorneys' fees and
costs.
(c) Following the timely cure of all Noticed Defaults and the
payment of all expenses due to the Defaulted Lender with respect to such default, the
Defaulted Lender will not exercise its right to accelerate (or will de -accelerate) the
amounts due under the Defaulted Lender's loan documents by reason of the Noticed
Defaults; provided, however, that nothing herein shall be construed to waive or limit any
of Defaulted Lender's rights or remedies as to any uncured Noticed Default, or any
subsequent default, by Owner.
(d) Nothing in this Section is intended to limit or modify any
covenant, term, or condition contained in the Lender Loan Documents or the City
Documents, including, without limitation, any covenant against creating or recording any
liens or encumbrances against the Property without Lender's or City's prior written
approval, and any acceleration clause in the Lender Deed of Trust.
4. Integration; No Waiver. This Subordination Agreement is the whole and
only agreement with regard to the subordination of the liens, claims, and charges of the
City Documents to the Lender Deed of Trust. This Subordination Agreement may not
be modified or amended except by a written agreement signed by the party against
whom enforcement is sought. No waiver shall be deemed to be made by any party of
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any of its rights hereunder unless the same shall be in writing signed by such party, and
each such waiver, if any, shall be a waiver only with respect to the specific matter or
matters to which the waiver relates and shall in no way impair the rights of such party or
the obligations of Owner to City or Lender in any other respect at any other time.
5. Successors and Assigns. This Subordination Agreement is binding on
and inures to the benefit of the legal representatives, successors, and assigns of the
parties. Lender's successors and assigns include any financial institution which may
now, or hereafter, participate in the Lender Loan.
6. Creditor's Rights. City and Lender each agree not to commence or join
with any other creditor of Owner in commencing any bankruptcy, reorganization, or
insolvency proceedings against the Owner without the prior written consent of the other
party.
7. Governing Law. This Subordination Agreement shall be governed by,
and construed in accordance with, the laws of the State of California, without regard to
the choice of law rules of that State, except to the extent that any of such laws may now
or hereafter be preempted by Federal law. The parties hereto each consent to the
jurisdiction of any Federal or State court having jurisdiction within the County of Santa
Clara, California, submit to venue in such jurisdiction, and also consent to service of
process by any means authorized by Federal law or the law of the State of California.
Without limiting the generality of the foregoing, the parties hereby waive and agree not to
assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any
claim that (i) any such party is not subject to the jurisdiction of the courts of the above -
referenced jurisdiction or the United States District Court for such jurisdiction, or (ii) such
suit, action, or proceeding is brought in an inconvenient forum, or (iii) the venue of such
suit, action, or proceeding is improper.
8. Notices. All notices given under this Subordination Agreement shall be in
writing and be given by personal delivery, overnight receipted courier (such as Airborne,
UPS, or Federal Express) that provides written receipt of delivery or by registered or
certified United States mail, postage prepaid, sent to the party at its address appearing
below its signature. Notices shall be effective upon the first to occur of receipt, when
proper delivery is refused, or the expiration of forty-eight (48) hours after deposit in
registered or certified United States mail as described above. Addresses for notice may
be changed by any party by notice to the other parties in accordance with this Section.
9. Counterparts. This Subordination Agreement may be executed in
counterparts, and all counterparts shall constitute one and the same instrument.
SIGNATURES ON FOLLOWING PAGE(S).
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IN WITNESS WHEREOF, the parties have executed this Subordination
Agreement as of the date first written above.
"CITY"
CITY OF CAMPBELL, a ublic body corporate and politic
By: -
Name: �hen e
Title: Senior Planner
Address for notices to City:
City of Campbell
70 N. First Street
Campbell, CA 95008
SIGNATURES CONTINUE ON FOLLOWING PAGE
ALL SIGNATURES MUST BE ACKNOWLEDGED BY A NOTARY PUBLIC
"OWNER"
YJ �suBhanemeskeI
------ -- -----------------
Saba Intsa
Address for notices to Owner:
218 Railway Ave.
Campbell, CA 95008
"Lender"
Silicon Valley Bank
Title: Managing Director
Address for notices to Lender:
Silicon Valley Bank
60 S. Market Street
San Jose, CA 95113
ALL SIGNATURES MUST BE ACKNOWLEDGED BY A NOTARY PUBLIC
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of Californa ,��
County of ��
t')n hafnrP mP e (�i2.7 f 1' ,l F, L U
(J (insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the personsperson@ whose namer(s�' Ware)
subscribgcl,,to the within instrument and acknowledged tome that he/shediey executed the same in
his/he their uthorized capacit ies , and that by.his/ their signature(sJon the instrument the
perso , or the entity upon behalf of which the persons -acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
BLHA
WITNESS my hand and official seal. o COMM. #22952. - -
_ Notary Public - California o
z ` w« Santa Clara County
M Comm. Expires June 28, 2023
Signature (Seal)
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
) ss
County of Santa Clara )
On c)UJX4 Z` 2022, before me, OAZ(k
(Name of Notary)
notary public, personally appeared Stephen Rose who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
L , ANDREA SANDERS
(Notary Si ature) a
Notary Public - California
_.� � ti w' Santa Clara County
Commission N 2257697
My Comm, EXPlres Sep 9, 2022
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
) ss
County of Santa Clara )
On 2022, before me, F(11 1QT_ iU
(Name of Notary)
notary public, personally appeared �_C��\P I Pw( \ft-1- who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
para true and correct.
WIT rry hand and o
EMILIAT. LIU
W Notary Pubiic • California
W m San Mateo County
(Notary Signature) Commission 112351509 My Comm. Expires Apr 11, 2025
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
) ss
County of Santa Clara )
On ` 3. , 2022, before me, Em t-%CG T. UQ
(Name of Notary)
notary public, personally appeared S IP '-PU07i(t- who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragra h is true and cone
WI S y hand an Icia a.
` *my
EMILIAT. LIU
Notary Public - California
San Mateo County
Commission H 2351509
(Notary Signature) Comm. Expires Apr 11, 2025
EXHIBIT A
The land referred to is situated in the County of Santa Clara, City of Campbell, State of
California, and is described as follows:
PARCEL NO. 1
Lot 6 (the "Lot") of Tract No. 10337, as shown on the Subdivision Map filed on July 6, 2016 in
Book 894, Pages 13 to 18, inclusive, of Maps, in the Office of the Santa Clara County Recorder,
California (the "Map").
RESERVING THEREFROM, for the benefit of Grantor, its successors in interest and assignees, to
the extent not already excepted or reserved by instrument of record:
All oil rights, mineral rights, natural gas rights and rights to all other hydrocarbons by
whatsoever name known, to all geothermal heat and to all products derived from any of the
foregoing (collectively, "Subsurface Resources");
The perpetual right to drill, mine, explore and operate for and to produce, store and remove
any of the Subsurface Resources on or from the Lot, including the right to whipstock or
directionally drill and mine from lands other than the Lot, wells, tunnels and shafts into, through
or across the subsurface of the Lot, and to bottom such whipstocked or directionally drilled
wells, tunnels and shafts within or beyond the exterior limits of the Lot, and to redrill, retunnel,
equip, maintain, repair, deepen and operate any such wells or mines, but without the right to
drill, mine, explore, operate, produce, store or remove any of the Subsurface Resources
through or in the surface or the upper five hundred feet (500') of the subsurface of the Lot; and
Any and all water, water rights, if any, including within and underlying the Lot.
ALSO RESERVING THEREFROM, for the benefit of Grantor, its successors in interest and
assignees, nonexclusive easements for access, ingress, egress, encroachment, maintenance,
drainage, support, and for other purposes, all as described in the Declaration. Except as
otherwise provided herein, the terms in this Grant Deed shall have the same meanings as
provided in the Declaration.
FURTHER RESERVING THEREFROM, for the benefit of Grantor, its successors in interest and
assignees, the right to enter the Lot (i) to comply with requirements for the recordation of
subdivision maps or lot line adjustments in the Community, (ii) for repair of Improvements in
accordance with the provisions of the "Right to Repair Law" at California Civil Code Sections 895
through 945.5, (iii) to accommodate grading or construction activities, (iv) to comply with
requirements of applicable governmental agencies, and (v) as may be reasonably necessary to
complete improvements on the Lot (including relocation when necessary) as determined by
Grantor in its sole discretion.
Grantor shall provide reasonable notice to Grantee before such entry, except for emergency
situations which shall not require prior notice but shall require notice to Grantee within seven
(7) days after such entry was made. For purposes hereof, an "emergency" is deemed to exist
where there is an imminent threat of injury to persons or damage to property. If Grantee
Page 1 of 2
refuses to cooperate with Grantor's exercise of this right, Grantor may enforce this right of
entry by any legal means. Any damage caused by entry in exercise of the foregoing rights shall
be repaired by Grantor. Grantee shall be responsible for all damages arising out of such refusal
to cooperate, including attorneys' fees and court costs. The term of this reservation of right of
entry shall automatically expire twelve (12) years after the date on which this grant deed is
Recorded in Official Records.
FURTHER RESERVING THEREFROM, nonexclusive easements for access, ingress and egress,
maintenance, repair, replacement and restoration of any Association Maintenance Areas over
the Lot, if any, as described and depicted in the Declaration.
PARCEL NO. 2
Nonexclusive easements appurtenant to the Lot for access, ingress, egress, maintenance,
repair, drainage, encroachment, support, use, enjoyment and for all other purposes, as
described in the Declaration of Covenants, Conditions, Restrictions and Reservation of
Easements for Towne 38, recorded on July 25, 2018, as Document No. 23989496 (as may be
amended, the "Declaration") in Official Records of Santa Clara County, California ("Official
Records")and the Map.
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