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2003-95443 (~ it \ ~~\ . DO.# F"\OO"""lJ' O''''i'qr ,/ ,/ ""'f , c-" L J- IU,. 844j I 8561 JAN 28, 2003 8=56 AM RECORDING REQUESTED BY First American Title Company OFFICIAL RECORDS SAN DIEGO COUNTY ~HO~:DER'S OFFICE GREGORY J. SMITH, COUNTY RECORDER FEES: 26.00 AND WHEN RECORDED RETURN TO: City Encinitas Attn.: Amanda Mills 505 S. Vulcan Avenue Encinitas, CA 92024 III~I 11111111111111111111 11111 111111111 11111 11111 III 111111I 2003-0095443 (SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY) ....' ~ ("' ! ~. \ I A L . ....., i I \j i \ I V i I 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 ("AGREEMENT'), is dated as of this 23rd day of January, 2003, by Cantebria Senior Homes, a California nonprofit public benefit corporation, owner of the real property ("Owner") described on the attached Exhibit A ("Property"), and by this reference made a part hereof, and CITIBANK (WEST), FSB, a federal savings bank ("Subordinate Lienholder") present owner and holder of the promissory note and deed of trust first hereinafter described. RECITALS: A. With respect to the Property, Owner has executed, or is about to execute, the following documents in favor of Subordinate Lienholder in connection with the Federal Home Loan Bank of San Francisco Affordable Housing Program: 1. Affordable Housing Program Promissory Note evidencing a loan in the original principal amount of $176,000.00 2. Affordable Housing Program Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing 3. Affordable Housing Program Nonrecourse Agreement The foregoing documents are hereinafter referred to collectively as the "Subordinate Lienholder Documents" . B. With respect to the Property, Owner has executed, or is about to execute, the following documents in favor of City of Encinitas ("Senior Lienholder"): 1. Promissory Note evidencing a loan in the original principal amount of $614,000.00 2 Deed of Trust with Assignment of Rents 3 Regulatory Agreement R:\MercyICanlobria\DoTSubonlAHPtOCMy.doc (Rev. 11.02) 1 Loan No. 03-8096554 . . 8562 The foregoing documents are hereinafter referred to collectively as the "Senior Lienholder Documents". C. It is a condition precedent to making the Senior Lienholder loan, that the Senior Lienholder Documents shall unconditionally be and remain at all times a lien, restriction and charge upon the Property, prior and superior to the Subordinate Lienholder Documents and any and all rights, restrictions, agreements, liens and charges in favor of Subordinate Lienholder. D. Senior Lienholder is willing to make the Senior Lienholder loan, provided the condition precedent described above is satisfied and that Subordinate Lienholder will specifically and unconditionally subordinate the Subordinate Lienholder Documents and any and all other rights, restrictions, agreements, liens and charges in favor of Subordinate Lienholder to the lien, restrictions and charge of the Senior Lienholder Documents. E. It is to the mutual benefit of the parties hereto that Senior Lienholder make the Senior Lienholder loan, and Subordinate Lienholder and Owner are willing to provide the subordination required by the condition precf1dent de~crjbed above. NOW, THEREFORE, in consideration of mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Senior Lienholder to make the Senior Lienholder loan, it is hereby declared, understood and agreed as follows: (a) The Senior Lienholder Documents and any extension or renewal thereof shall unconditionally be and remain at all times a lien, restriction and charge on the Property, prior and superior to the Subordinate Lienholder Documents and any and all other rights, restrictions, agreements, liens and charges in favor of the Subordinate Lienholder. All advances made by Senior Lienholder and any extension or renewal agreed to by Senior Lienholder with respect to the Senior Lienholder loan, the Senior Lienholder Documents or any other documents and instruments governing, evidencing or securing the Senior Lienholder loan shall be secured by the lien, restrictions, and charge of the Senior Lienholder Documents, which shall at all times be prior and superior to the Subordinate Lienholder Documents and any and all other rights, restrictions, agreements, liens or charges in favor of the Subordinate Lienholder; (b) The Senior Lienholder would not make the Senior Lienholder loan without this Agreement; and (c) This Agreement shall be the whole and only agreement with regard to the subordination of the Subordinate Lienholder Documents and any and all other rights, restrictions, agreements, liens or charges in favoi of the Subordinate Lienholder to the lien, restrictions and charge of the Senior Lienholder Documents and shall supersede and cancel, but only insofar as would affect such priority, any prior agreements as to such subordination, including, but not limited to, those provisions, if any, contained in the Subordinate Lienholder Documents in favor of the Subordinate Lienholder, which provide for the subordination of the rights, restrictions, agreements, lien or charge thereof to another deed or deeds of trust or to another mortgage or mortgages. Subordinate Lienholder declares, agrees and acknowledges that: (d) Subordinate Lienholder consents to and acknowledges (i) all provisions of the Senior Lienholder Documents in favor of Senior Lienholder and (ii) all agreements, including but not limited to any loan or escrow agreements, between Owner and Senior Lienholder for the disbursement, if any, of the proceeds of Senior Lienholder's loan; R:\MerqICantebriaIDoTSuboftlAHPtOCfty.doc (Rev. 11.02) 2 Loan No. 03-8096554 . 8563 . , . (e) Senior Lienholder in making disbursements pursuant to any such agreement is under no obligation or duty to, nor has Senior Lienholder represented that it will see to the application of such proceeds by the person or persons to whom Senior Lienholder disburses such proceeds and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; (f) Subordinate Lienholder intentionally and unconditionally subordinates the Subordinate Lienholder Documents and intentionally and unconditionally subordinates any and all other rights, restrictions, agreements, liens or charges in favor of Subordinate Lienholder in favor of the lien, restrictions and charge upon the Property of the Senior Lienholder Documents. Subordinate Lienholder understands that in reliance upon, and in consideration of, this Agreement, specific concessions are being and will be made by Senior Lienholder, 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 Agreement; (g) The undersigned hereby acknowledges and agrees that its agreement with Owner, and any terms and conditions thereof, whether expre3s or implied, are solely between it and Owner and are of no concern to Senior Lienholder. Senior Lienholder is and will be, throughout the terms of its loan and extension or renewal thereof, under no duty or obligation to assure compliance with the terms and conditions of any agreement between Owner and undersigned; nor will Senior Lienholder be under any obligation or duty to take any action because of any knowledge it has or may have regarding any breach by Owner. The undersigned further agrees, notwithstanding anything to the contrary in the law, equity or its agreement with Owner, that the subordination of its interest is not subject to compliance, substantial or otherwise, with any provision of such agreement with Owner, whether express or implied. The undersigned acknowledges that Senior Lienholder considers this acknowledgment and agreement to be a material condition for making its loan with Owner. INTENTIONALLY LEFT BLANK R:IMon:y\ContobriaIlloTSubordAHPlOCIly.doc (ROY. 11.02) 3 Loan No. 03-8096554 .. . . 8564 . NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION, WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENTS OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT THERETO. OWNER: CANTEBRIA SENIOR HOMES, a California nonprofit public benefit corporation By: Name: Title: AmY~%~~ Secretary/Treasurer SUBORDINATE LIENHOLDER: elTlBANK (WEST), FSB, a federal savings bank By: Name: Title: AGREEMENT IS NOT BE EXECUTED UNDER A POWER OF ATTORNEY ALL SIGNATURES MUST BE ACKNOWLEDGED R:lMen:ylContebria'DoTSubon:lAHPtoCity.doc (Rov. 11.02) 4 Loan No. 03-8096554 . " . 8565 . ACKNOWLEDGMENTS STATE OF CALIFORNIA ) 0.. ( )ss COUNTY OF ~(anCiSrA) ) On this Z~J day ohJlAI1UllY~ ,2003 before me, M. G. ~C'r()(;O a Notary Public in and for said State, pelSonallyappeared GAtt.( L. Nell-tiS . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person( s) whose name( s) ~are- subscribed to the within instrument and acknowledged to me that ~sAe/lIl~Y executed the same in his/her/their authorized capacity(ies), and that b~ir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. STATE OF CALIFORNIA ) )ss COUNTY OF San Francisco) On this 11 day of January ,2003 before me, G. Hoshiyama a Notary Public in and for said State, personally appeared Amy Bayley , personally known to me (or 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. WITNESS my hand and official seal. G. HOSHIYAMA COMM.' 1353809 warNJrtPt&lCe ~.. SAN FMHCISCO COUNTY Comm. . APRIL 27. 2008 ~ Notary ublic My Commission expires: R:\Merey\Cantebrl8IDoTSubonlAHPtOCIly.doc (Rev. 11.02) 5 Loan No. 03-8096554 .. . . . . . 8566 . EXHIBIT "A" LEGAL DESCRIPTION The Property is located in the City of Encinitas, County of San Diego, State of California and is described as follows: LOT 44 OF AMENDED MAP OF CITY OF ENCINITAS MAP NO. 13258, CITY OF ENCINITAS TRACT NO. 94-066, UNITS I, II AND III, IN THE CITY OF ENCINITAS, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 13333, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 3,1996. R:\Mert:y\Cantobrla\DoTSu_P1oClly.doc (Rev. 11.02) 6 Loan No. 03-8096554 . . ~ 8567 GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: Name of Notary: M~ ().. ()<l~'~ Commission No: / 35' q 7 tP Q Date Commission Expires: (P-Io -()(/;, County where bond is filed: ~ ~ ' ,,-./Cii~ (-.~ <i,t{~ Manufacturer or Vendor Number: AJ A.) 11/ Signature: (I#lJA:~ A (!J?a~ ~JJ ~l . Place of execution: ,c;n 4< ~ ~o-- Date: I - OZcr-03