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Subordination Agreement 1987-290451 " RECORDING REQUESTED B' TICOR TITlE INSURANCE COMPANY OF CALIFORNIA ,. RECORDING REQUESTED BY: p u 1065 .8 7. 2 9 0 4 9' I rJ-f,!..',!)f\C.J,;-f!:I~I... ;1\ Cf ~ h.~I..L r<:; t.(h~ll~) . or SAN Dli.(j1J GlVtn"l.C.\.. The City of poway 1987 HAY 27 'AM 8:-00 AND WHEN RECORDED MAIL TO: t:.it ~ C.\.....k'~ ()(\ ice. The City of Poway ffBF P. O. Box 7B9 Poway, California 92064 AR MG J~6[~:ZjC~_~_____________________________________________________________ I hyEI',\ u:" E" I ~UNiY IlrCOHDI~ SUBORDINATION AGREEMENT THIS AGREEMENT is made this 22nd day of May, 19B7, by and between the POWAY REDEVELOPMENT AGENCY, a pub 1 i c body, corporate and po 1 it i c, of the State of California (the "Agency") and R & RPARTNERS-POWAY, a California general part- nership (the "Owner") concerning the real property hereinafter described. WHEREAS, Agency and Owner have executed that certain Di spos it i on and Development Agreement dated May 13, 1987, concerning the property hereinafter described (the "Disposition and Development Agreement"); and WHEREAS, the Agency has heretofore executed that certain Grant Deed dated May 13, 1987, descri bi ng the herei nafter descri bed real property wherei n the Agency is the Grantor and R & R PARTNERS-POWAY, a California general partnership is the Grantee (the "Grant Deed"); and WHEREAS, sa i d Grant Deed and sa i d Di spos it i on and Deve 1 opment Agreement create certain lien rights and interests in favor of the Agency which purport to be prior in right to the lien rights and security interest of Downey Savings & Loan Association, a California corporation, hereinafter described; and WHEREAS, Downey Savings & Loan Association, a California corporation is the beneficiary of that certain Deed of Trust dated May 14, 1987, recording con- currently with this Subordination Agreement which names R & R PARTNERS-POWAY, a general partnership as Trustor and DSL. Service Company, a California cor- poration as Trustee, in the face amount of Twenty-Six Million Five Hundred Thirty Thousand ($26,530,000.00) Dollars; and WHEREAS, it is the intent i on of the POWA Y REDEVELOPMENT AGENCY and R & R PARTNERS-POWAY, a general partnership, that any and all lien and security interests of the Agency be subordinated to the lien of Downey Savings & Loan Association created by that certain Trust Deed dated May 14, 1987, recorded concurrently herewith; and WHEREAS, all of the documents described hereinabove cover that certain real property described in Exhibit "A" attached hereto and by reference made a part hereof (the "Subj ect Property"); and . o 1066 . , -2- WHEREAS, it is a condition precedent to obtaining said $26,530,000.00 loan from Downey Savings & Loan Association (the "Loan") that the Deed of Trust dated May 14, 1987, naming Downey Savings & Loan Association, a California corporation as beneficiary thereof and recording concurrently herewith shall uncondition- ally be and remain at all times a lien upon the land hereinabove described prior and superior to any and all liens of the POWAY REDEVELOPMENT AGENCY specifically including but not limited to any and all lien interests created by the Di spos it i on and Deve 1 opment Agreement and the Grant Deed referred to herei n- above; and WHEREAS, Downey Savings & Loan Associaiton is will ing to make said Loan provided that the Deed of Trust securing the same is alien upon the above- described property prior and superior to any and all 1 iens of the POWAY REDEVELOPMENT AGENCY and provided that the POWAY REDEVELOPMENT AGENCY wi 11 specifically and unconditionally subordinate any and all of its lien interests to the lien of the Deed of Trust recording concurrently herewith naming Downey Savings & Loan Association as beneficiary; and WHEREAS, it is to the mutual benefit of the parties hereto that said Loan be made by Downey Savings & Loan Association to R & R PARTNERS-POWAY. -- NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of whi ch is hereby acknowl edged, and in order to induce Downey Savi ngs & Loan Association to make the Loan above referred to, it is hereby declared, understood and agreed as follows: 1. That said Deed of Trust dated May 14, 1987, recording concurrently herewith in the face amount of $26,530,000.00 in favor of Downey Savings & Loan Association, a California corporation as beneficiary, and naming R & R PARTNERS-POWAY, a general partnership as Trustor and DSL Service Company, a California corporation as Trustee, and any renewals or extensions thereof, shall unconditionally be and remain at all times a lien upon the property herein described prior and superior to any and all liens or charges in favor of the POWAY REDEVELOPMENT AGENCY specifically including but not limited to the liens and charges of that certain Disposition and Development Agreement dated May 13, 1987, by and between the parties hereto and that certain Grant Deed dated May 13, 1987, wherei n the POWAY REDEVELOPMENT AGENCY is the Grantor and R & R PARTNERS-POWAY, a general partnership is Grantee, naming the property hereina- bove described, and the POWAY REDEVELOPMENT AGENCY does hereby unconditionally subordinate its said lien interests to said lien interests of Downey Savings & Loan Association. 2. That Downey Savings & Loan Association would not make its Loan above- described without this Subordination Agreement. . II 1067 . -3- 3. That this Agreement shall be the whole and only agree-ment with regard to the subordination of the liens and charges of the POWAY REDEVELOPMENT AGENCY to the lien of the Deed of Trust in favor of Downey Savings & Loan Association above referred to, and shall supercede and cancel, but only insofar as would affect the priority between the lien interests of the POWAY REDEVELOPMENT AGENCY and the lien interests of Downey Savings & Loan Association hereinabove as specifically described, any prior agreements as to such subordination. POWAY REDEVELOPMENT AGENCY Dated: S/n / '?o7 1 ~, Dated: sh1- Irh I ' . . \ Da ted: {/t.2- /?,7 . ~~OJ- Bruce J. Ta . Ch irman p Dated: ~;jn/ 87 og A ~ 0 ,Vice President ~J. R. Evans Companies, Inc., a California corporation, as genera 1 partner ,~ Evans, Secretary J. Evans Companies, Inc., a California corporation, as genera 1 partner . . CAT. NO. NNOO731 T0,21945 CA 11-83) (Corporation) 106" V ~ TICOR TITlE INSU"ANCE '-/ t STATE OF CALIFORNIA } COUNTY OF SAN DIEGO SS. On MAY 22, 1987 before me, the undersigned, said State, personally appeared BRUCE J. TARZY personally known to me or proved to me on the basis of satisfactory evidence to be thc:.person who executed the within instrument as the CHAIRMAN of the ~~~~~ POWAY REDEVELOPMENT A(.;ENrv J(<<~i<<I!)( known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the YYYY">(){<x~~nxw the Corporation that executed the within. instrument and acknowledged to me that such corporation executed the within instru- ment pursuant to its by-laws or a resolution of its board of directors. WITNESS "0nd a~ffi~al ,eal. /1 n Slgnatu~~~ TO 21946 CA 11-83) (Partnership) STATE OF CALIFORNIA COUNTY OF SAN DIEGO - C - a Notary Public in and for .. "' .. % .. ~ '. .. Ii ~ OFFICIAL SEAL LOIS J, SANDOVAL r~OTA,~Y PUBLIC CALIFORNIA. PRINCIPAL OfFICE IN SAN DIEGO COUNTY Ill, (.o!nm~ f..ljl Mllt~ Z~ 19'ill (This area for official nourial seal) ~ TICOR TiTlE INSURANCe } ss. t before me, the: undersigned, a Notary Public in and for ROGER A. MORHRHOFF On MAY 22,1987 said State, personally appeared .. "' .. % ~ ' personally known to me or proved to me on the basis of satisfactory evidence to be the person _ who executed the within instrument as one of the partners of the partnership that executed the within instrument, and acknowledged to me that such partnership executed the same. WITNESS my hand and official seal. Signature d2~ () Jam ~1 . ,-e OFHClr\l SE^l LOiS J, SANDOVAL t;vT,I1Y PUDUC. C\UFORNIA PR:NCIP,~L OFFICE !rI Sl.N DIEGO COUNTY ~~l Cor:m,~..:llI blll.!.rc~ lS 1991 2 .. ~ . ~ (This area for official notarial seal) (gJ TICOR TITLE INSURANCE .t .......... ,....... ..."..........- TO 1954 CA (9-84) (Corporation as a Partner of a Partnership) STATE OF CALIFORNIA } COUNTY OF SAN DIEGO SS. On MAY 22 , 1987 before me, the undersigned, a Notary Public in and for said State, personally appeared ROGER A. MOHRHOFF personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the Vice- President, and JANE R. EVANS personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the Secretary of ,T. R. EVANS rOMPA1\!TES. TNC. the corporation that executed the )Yithin jpgr.ument on behalf of R'& R PARTNER::;-POWAY the partnership that executed the within instrument, and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. WITNESS my hand and official seal, .. "' .. % .. ~ L .. ~ . ~ OFFICIAL SEAL LOIS J. SANDOVAL NOTARY PUBLIC. CALIFORNIA PRiNCIPAL OFFICE IN SAN DIEGO COUNTY ~l Comml~~n h~ t,bnh 15 Ig91 Signature (This area for official notarial seal) " . .', ~ 10~~ . EXHIBIT "A" PARCELS I THROUGH 10 INCLUSIVE, OF PARCEL MAP NO. IJ%2.A-, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIF- ORNIA, ACCORDING TO MAP ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, RECORDED MAY Ll , 1987. .~- ~