LPR Subord. Agrmt Page 1 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
FREE RECORDING IN ACCORDANCE
WITH CALIFORNIA GOVERNMENT
CODE SECTION 27383 and 27388.1.
RECORDING REQUESTED BY, AND
WHEN RECORDED, MAIL TO:
State of California
Department of Housing and
Community Development
Loan Portfolio Restructuring Program
P. O. Box 952052
Sacramento, CA 94252-2052
Attn: Legal Affairs Division
24-LPR-0109
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 "Agreement") is dated as of November 26, 2025, for reference purposes only, and is entered into by and among City of Pleasant Hill, as housing successor agency to the Pleasant Hill Redevelopment Agency, a political body corporate and politic (the "Junior Lienholder"), and BRIDGE Grayson Creek Associates, a California Limited Partnership, a California limited partnership (the "Borrower"), and the Department of Housing and Community Development, a public agency of the State of California (the "Senior Lender").
RECITALS
A. Borrower is the owner of the fee simple interest in that real property described in Exhibit A attached hereto and made a part hereof (the "Property"). The Borrower has acquired and is rehabilitating a 70-unit multifamily residential rental development on the Property (the "Improvements"). The Property and the Improvements are sometimes referred to collectively as the "Development."
B. The Junior Lienholder has made (i) a loan to the Borrower in the principal sum of One Million Five Thousand and no/100 Dollars ($1,005,000.00) (the "Junior Lienholder Loan") and a grant to the Borrower in the principal sum of Six Million Eight Hundred Fifteen Thousand and LPR Subord. Agrmt Page 2 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
no/100 Dollars ($6,815,000.00) (the “Junior Lienholder Grant”). The Junior Lienholder Loan is evidenced by a certain promissory note (the “Junior Lienholder Loan Note”) and the Junior Lienholder Grant is evidenced by a certain promissory note (the “Junior Lienholder Grant Note”), both of which are secured by a certain Amended and Restated Construction and Permanent Deed of Trust, Assignment of Rents, and Security Agreement (the “Junior Lienholder Deed of Trust”) recorded on October 19, 2001, as Instrument No. 2001-315912, in the Official Records of Contra Costa County, California (the “Official Records”).
1. The Junior Lienholder and Borrower have also entered into a “Amended and Restated Intercreditor Agreement” affecting the use of the Development, recorded on October 19, 2001, under Recorder's Serial Number 2001-0315910, in the Official Records (the “Junior Lienholder Intercreditor Agreement”).
2. The Junior Lienholder and Borrower have also entered into a Regulatory Agreement affecting the use of the Development, recorded on July 31, 1998, under Recorder's Serial Number 1998-0181887, as modified by a document recorded in the Official Records on October 19, 2001, as Instrument No. 2001- 315913 (collectively, the “Junior Lienholder Regulatory Agreement”).
3. The Junior Lienholder Deed of Trust, the Junior Lienholder Intercreditor Agreement, the Junior Lienholder Regulatory Agreement, and all other documents evidencing or securing the Junior Lienholder Loan and the Junior Lienholder Grant are collectively referred to herein as the “Junior Lienholder Documents”.
C. In order to finance the development of the Improvements, the Senior Lender has agreed to allow the Borrower to restructure an existing Senior Lender loan into a new Loan Portfolio Restructuring Program Loan in a sum not to exceed Five Million Seven Hundred Seventy Four Thousand Two Hundred Fifteen and 40/100 Dollars ($5,774,215.40) with accrued interest thereon (the "LPR Loan"), subject to the terms and conditions of: (i) that certain Loan Portfolio Restructuring Program Junior Regulatory Agreement and that certain Loan Portfolio Restructuring Program Senior Regulatory Agreement (Affordability Restrictions) restricting the use and occupancy of the Development and the income derived therefrom, both recorded concurrently herewith as encumbrances on the Property in the Official Records (collectively, the "LPR Regulatory Agreements"), and (ii) other loan documents. The LPR Loan will be evidenced by a promissory note (the "LPR Note"), the repayment of which will be secured by, among other things, a deed of trust by Borrower as trustor, to Department, as beneficiary, recorded concurrently herewith as an encumbrance on the Property in the Official Records (the "LPR Deed of Trust"), and by such other security as is identified in other loan documents. The LPR Regulatory Agreements, LPR Note, LPR Deed of Trust, and any and all other documents evidencing or securing the LPR Loan shall hereinafter be collectively referred to as the “Senior Lender Documents.”
D. The Senior Lender is willing to make the LPR Loan provided the Senior Lender Documents are liens, claims or charges upon the Development prior and superior to the Junior LPR Subord. Agrmt Page 3 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
Lienholder Documents, and provided that the Junior Lienholder specifically and unconditionally subordinates and subjects the Junior Lienholder Documents to the liens, claims or charges of the Senior Lender Documents.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to induce the Senior Lender to make its LPR Loan, it is hereby declared, understood and agreed as follows:
1. The Senior Lender Documents, and any and all renewals, modifications, extensions or advances thereunder or secured thereby (including interest thereon) shall unconditionally be and remain at all times liens, claims, or charges on the Development prior and superior to the Junior Lienholder Documents, and to all rights and privileges of the Junior Lienholder thereunder; and the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder are hereby irrevocably and unconditionally subject and made subordinate to the liens, claims or charges of the Senior Lender Documents.
2. This Agreement shall be the whole and only agreement with regard to the subordination of the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder, to the liens, claims or charges of the Senior Lender Documents, and this Agreement shall supersede and cancel any prior agreements to subordinate the claims, liens or charges of, but only insofar as would affect the priority between the claims, liens or charges of the Junior Lienholder Documents to the Senior Lender Documents including, but not limited to, those provisions, if any, contained in the Junior Lienholder Documents, which provide for the subordination of the lien or charge thereof to another lien or charge on the Property or the Improvements.
3. The Junior Lienholder declares, agrees and acknowledges that:
(a) The Junior Lienholder consents and approves (i) all provisions of the LPR Note, the LPR Deed of Trust and the LPR Regulatory Agreements, and (ii) all agreements among the Junior Lienholder, Borrower and Senior Lender for the disbursement of the proceeds of the LPR Loan, including without limitation any loan escrow agreements which have been provided to the Junior Lienholder for review; (b) The Senior Lender, in making disbursements of the LPR Loan pursuant to the LPR Note or any other agreement, is under no obligation or duty to, nor has the Senior Lender represented that it will, see to the application of such proceeds by the person or persons to whom the Senior Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or LPR Subord. Agrmt Page 4 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
agreements shall not defeat the subordination herein made in whole or in part; (c) That none of the execution, delivery or recordation of any of the LPR Note, LPR Deed of Trust, or LPR Regulatory Agreements, or the performance of any provision, condition, covenant or other term thereof, will conflict with or result in a breach of the Junior Lienholder Documents or the Junior Lienholder Note; and (d) The Junior Lienholder intentionally and unconditionally waives, relinquishes, subjects and subordinates the claims, liens or charges upon the Development of the Junior Lienholder Documents, all present and future indebtedness and obligations secured thereby, in favor of the claims, liens or charges upon the Development of the Senior Lender Documents, and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination, the LPR Loan and advances thereof 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.
4. Senior Lender hereby agrees, but only as a separate and independent covenant of the Senior Lender and not as a condition to the continued effectiveness of the covenants and agreements of the Borrower and the Junior Lienholder as set forth herein, as follows:
(a) Following a notice from the Senior Lender to the Borrower that a default or breach exists under the terms of the Senior Lender Documents and each of them, the Senior Lender shall promptly (but in no event later than the following business day) send a copy of such notice to the Junior Lienholder and the Junior Lienholder shall have the right, but not the obligation, to cure the default as follows:
(i) If the default is reasonably capable of being cured within thirty (30) days, as determined by the Senior Lender in its sole discretion, the Junior Lienholder shall have such period to effect a cure prior to exercise of remedies by Senior Lender under the Senior Lender Documents, or such longer period of time as may be specified in the Senior Lender Documents.
(ii) If the default is such that it is not reasonably capable of being cured within thirty (30) days, as determined by the Senior Lender in its sole discretion, or such longer period if so specified, and if the Junior Lienholder (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then the Junior Lienholder shall have such additional time as is determined by the Senior Lender, in its sole discretion, to be reasonably necessary to cure the default prior to exercise of any LPR Subord. Agrmt Page 5 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
remedies by Senior Lender.
In no event shall Senior Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the first notice of default is given, or such longer period of time as may be specified in the Senior Lender Documents.
Nothing in this subparagraph (a) is intended to modify any covenant, term or condition contained in the Senior Lender Documents, including, without limitation, the covenant against creating or recording any liens or encumbrances against the Property without the prior written approval of the Senior Lender.
(b) The provisions of this paragraph 4 are intended to supplement, and not to limit, waive, modify or replace, those provisions of law pertaining to notice and cure rights of junior lenders including, without limitation, those set forth in California Civil Code sections 2924b and 2924c.
5. The Senior Lender would not make the LPR Loan without this Agreement.
6. This Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties.
7. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
8. In the event that any party to this Agreement brings an action to interpret or enforce its rights under this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in such action.
9. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. [Signatures commence on following page.]
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LPR Subord. Agrmt Page 6 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH
ALLOWS THE PERSON (OR ENTITY) OBLIGATED ON YOUR REAL PROPERTY
SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above and agree to be bound hereby:
JUNIOR LIENHOLDER:
City of Pleasant Hill as the housing
successor to the Pleasant Hill
Redevelopment Agency,
a California municipal corporation
By:
Name:
Title:
APPROVED AS TO FORM:
BY:
NAME:
ITS:
[Signatures continue on following page.]
[Remainder of this page is intentionally left blank.]
LPR Subord. Agrmt Page 7 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
BORROWER:
BRIDGE Grayson Creek Associates,
a California limited partnership
By:Church Street Housing, Inc.,
a California nonprofit public benefit corporation
Its: Managing General Partner
By:
Sierra Atilano, Vice President
[Signatures continue on following page.]
[Remainder of this page is intentionally left blank.]
LPR Subord. Agrmt Page 8 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
SENIOR LENDER:
Department of Housing and Community Development,
a public agency of the State of California
By:
Emeline T. Alvarez, Manager
Transactions Unit
[All signatures must be acknowledged.]
[Remainder of this page is intentionally left blank.]
LPR Subord. Agrmt Page 9 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of Pleasant Hill, County of Contra Costa, State of California, described as follows:
PARCEL ONE:
Parcel “B”, as shown on the Parcel Map recorded March 9, 1972, in Book 21 of Maps, at
Parcel Maps, at Page 19, Contra Costa County Records, described as follows:
Beginning at the northeast corner of said Parcel “B” (21 PM 10); thence from said point of beginning along the exterior lines of said Parcel “B” the following courses: South 43° 15’ 15” East 131.15 feet to the beginning of a tangent curve concave to the northeast, having a radius of 424.98 feet; a radial line to the beginning of said curve bears South 46° 44’ 45” West; thence southeasterly 154.99 feet along the arc of said curve through a central angle of 20° 53’ 44” a radial line to the end of said curve bears South 25° 51’ 01” West to the beginning of a non-tangent curve concave to the North, having a radius of 1940.00 feet, a radial line to the beginning of said curve bears South 17° 37’ 15” East; thence westerly 326.25 feet along the arc of said curve through a central angle of 09° 38’ 08”; thence South 07° 59’ 07” East
10.00 feet to the beginning of a non-tangent curve concave to the North, having a radius of 550.00 feet, a radial line to the beginning of said curve bears South 07° 59’ 07” East; thence westerly 44.48 feet along the arc of said curve through a central angle of 04° 38’ 02”; thence North 20° 30’ 00” West 200.35 feet to the northwest corner of said parcel “B” (21 PM 10) being the southwest corner of said Parcel “2” (94 PM 19); thence leaving said exterior line of Parcel “B” along the exterior line of said Parcel “2” (94 PM 19) the following courses: North 57° 00’ 00” West 38.00 feet; thence North 33° 00’ 00” East 111.00 feet; thence North 05° 12’ 06” West 33.16 feet; thence North 60° 29’ 30” West 160.00 feet; thence North 77° 30’ 16” West 60.00 feet; thence North 06° 01’ 53” East, 497.23 feet to the beginning of a non-tangent curve concave to the North, having a radius of 35.00 feet, a radial line to the beginning of said curve bears South 37° 49’ 14” West; thence easterly 23.71 feet along the arc of said curve through a central angle of 38° 48’ 48” to the beginning of a reverse curve concave to the West, having a radius of 42.00 feet, a radial line to the beginning of said curve bears North 00° 59’ 34” West; thence southerly 19.27 feet along the arc of said curve through a central angle of 124° 30’ 44”; thence South 56° 32’ 57” East, 20.87 feet to the beginning of a non-tangent curve concave to the East, having a radius of 349.98 feet, a radial line to the beginning of said curve bears North 89° 10’ 05” West; thence southerly 146.86 feet along the arc of said curve through a central angle of 24° 02’ 35”; thence South 23° 12’ 40” East, 225.75 feet to the beginning of a tangent curve concave to the northeast, having a radius of 674.96 feet; a radial line to the beginning of said curve bears South 66° 47’ 20” West; thence southeasterly 236.11 feet through a central angle of 20° 02’ 35”; thence South 43° 15’ 15” East 22.58 feet to the point of beginning.
LPR Subord. Agrmt Page 10 of 10
Rev: 3/5/2024
Prep: 10/28/2025 (RDA of the City of Pleasant Hill Loan) Dev: Grayson Creek Apartments
Assessor’s Identification Number: 153-030-105-8 & 153-030-077-9 Loan No.: 24-LPR-0109 (formerly, 00-MHP-0021)
Said Parcel One is also described in that certain Certificate of Lot Line Adjustment recorded July 28, 1999, Series No. 99-201561, Contra Costa County Records.
PARCEL TWO:
A non-exclusive easement appurtenant to Parcel One above for roadway access purposes and the installation and maintenance of sanitary sewers, storm drainage facilities, gas, electric, telephone, water, cable television and other utilities or facilities deemed necessary by county in, on, over and across the following described parcel of land:
Beginning at a point on the North line of Chilpancingo Parkway at the most southeasterly corner of Parcel “1” as said parcel is shown on the Parcel Map filed April 20, 1981 in Book 94 of Parcel Maps at Page 19, Contra Costa County Records, thence along the exterior line of said Parcel 1, North 20° 30’ 00” West, 200.35 feet; thence leaving said exterior line, North 57° 00’ 00” West, 38.00 feet; South 33° 00’ 00” West, 27.86 feet; South 20° 30’ 00” East, 145.00 feet and South 15° 46’ 14” West, 49.91 feet to the northerly line of said Chilpancingo Parkway; thence easterly along said northerly line 80.12 feet, more or less, to the point of beginning.
APN: 153-030-105 and 153-030-077