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Subordination Agreement 2004-0094742' 'PLEASE COMPLETE THIS INFORMAO I• • "ICAGO;TITL COM...�-_�- SUBDIVISION DEPT. :AND WHEN RECORDED MAIL TO:: Poway Redevelopment Agency 1-3325 Civic Center Drive P.O:., Box 789 I r,. Poway, California 92064 hf7V( .Order. 433051208 -U52 NSUBORDINATION AGREEMENT (Please fill in document tide(s) on this 6e) 6' �� DOC 0 2004 ®0094742 FEB 05, 2004 3 =53 PM OFFICIAL RECORDS SAH.DIEGO C<IONTY RECORDER'S OFFICE ,GREGORY J., SMITH: COUNTY RECORDER FEES: 0.00 V 905 RwFo #R25 I IIIIII VIII VIII VIII IIII IIIIII VIII VIII VIII VIII VIII VIII IIII IIII ItlNdf '?,..Lv ,,:;!, Vj 2004- 0094742 ,. THIS PAGE ADDED'TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) • ,167 "5 9 •. SUBORDINATION AGREEMENT THIS AGREEMENT, made and entered into- as ,of -the �hday, of January, 2004, by POWAY REDEVELOPMENT AGENCY, a public body.(hereinafter'referred to as the "Second Mortgagee ") for the benefit ofIDS;LIFE INSURANCE COMPANY, a Minnesota corporation (hereinafter referred to as the "First Mortgagee "). PRELIMINARY RECITAL: A. The Second Mortgagee is the owner and holder of that certain.Deed of Trust With Assignment of Rents .made and delivered by Poway - Nierman Limited Partnership, a California Limited Partnership (hereinafter referred to as the "Borrower "), to the Second Mortgagee dated ,T(j . 10�3 , 2004, in the stated principal amount of One Hundred Ninety -Seven Thousand, Six Hundred Seventy =Nine and 32/100 Dollars ($197;679.32), filed in the.oflice of the County Recorder, San Diego County, California, on , 2004 as Document No. (hereinafter referred to as the "Second Mortgage "), which constitutes a lien against the real property ,described on Exhibit "A" attached hereto and made a part hereof (hereinafter referred'to as the. "Premises"). B. The First Mortgagee is the owner and holder "of that certain Deed of Trust, Assignment of Rents, Security Agreement_ and Fixture Filing Statement made and delivered by the Borrower; 'dated May 30, 2000, imthe stated principal amount, of Four Million One.Hundred Thousand and No /100 Dollars ($4;100,000.00) ("Loan Amount "), filed in the office of the County Recorder, San Diego County, California, on May 30, 2000 as Document No. 2000- 0280620 (hereinafter referred to as the "First Mortgage"); which. constitutes a lien against. the Premises. The loan evidenced by the First Mortgage shall be referred to as the "First Mortgage 'Loan." C. As a, condition of the First Mortgagee permitting the Second Mortgage; the First Mortgagee requires that the' Second Mortgage be subordinated to the First Mortgage. D. The Borrower has requested the Second Mortgagee to subordinate the Second Mortgage to the First Mortgage in order .to induce the First Mortgagee to permit the Second Mortgage, and the Second Mortgagee is willing to do so. NOW, THEREFORE, in consideration of the First Mortgage. Loan and One and 00 /100 Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Second Mortgagee herebyagrees as;follows: 1. The Second Mortgagee does hereby subject and subordinate the Second Mortgage and the lien thereof against the Premises and any other security given to or held by the Second Mortgagee as security for payment of the indebtedness secured by the Second Mortgage to the First Mortgage and any other security given by the Borrower for repayment of the.First Mortgage Loan and -to each and every advance made by the First Mortgagee, its successors and assigns, pursuant to the First Mortgage Loan, and to any renewal; extensions or consolidations of the same. 3407/2;01/16/04 2. The Second.Mortgagee warrants that it is the ownenof the Second Mortgage as above described and .has' all right and title to enter into this 'Subordination Agreement and acknowledges4at;but for the execution of this Subordination - Agreement, that;the First Mortgagee would not permit the Second Mortgage. The Second Mortgagee = agrees that the First MortgagesLoan, the First,Mortgage and any other security given iirconnection therewith may from time.to time be extended altered, modified and renewed without the consent of the Second Mortgagee and without said actions affecting the:fUll`and,complete subordination of the Second Mortgage td the First .Mortgage. The Second. Mortgagee consents to any release of all or any part of the security given .for payment- of the First Mortgage Loan, any acceptance of additional security of any kind and, any release of or resort.to any parry liable for payment thereof,, all without affectingthe subordination of the Second Mortgage to the First Mortgage. 4. The Second Mortgagee agrees that it shall not, modify' the Second Mortgage or any documents executed in _connection therewith without the First. Mortgagee's prior written consent, which consent may be withheld by First Mortgagee in, its sole discretion. The Second, Mortgagee agrees that it shall not extend the ,_Second Mortgage or any documents executed in connection therewith without the First Mortgagee's prior written .consent; which consent shall notbe unreasonably withheld. 5. No waiver or release • or. relinquishment of the rights; of'the:First Mortgagee under this agreement -shall be construed by any action on the part "of the First Mortgagee unless said waiver or release is; expressly contained in an instrument executed and delivered by the First Mortgagee to the :Second Mortgagee. 6. This Subordination Agreement and the burdens contained herein shall run with the Second Mortgage rand shall be binding upon the Second Mortgagee, its ,successors and assigns, including any. subsequeriv holders of the Second MortgageTrom and aher'the date hereof. The rights and benefits•contained in this Subordination Agreement shall run with the First Mortgage and shalbinuee to the benefit of the First Mortgagee, its successors and assigns, including any„ subsequent purchaser of the First Mortgage. 7. The disbursement of anysums secured by the First- Mortgage -shall constitute reliance by the First Mortgagee upon the terms and provisions of this Subordination Agreement., 8. Second Mortgagee shall provide First Mortgagee with written notice of any defaults under the secondary loan together with an, opportunity to cure such defaults, at the sole option of First Mortgagee. First- Mortgagee shall be given a ten (10) day grace period beyond any grace period provided to Borrower. 9. The payments on the.secondary loan, if any, shall be at .a fixed rate with fixed payment throughout the term, thereof and there shall be no accrual of interest thereon. 10. The loan amount secured by the First Mortgage shall not exceed the greater of (i) the Loan Amount and all fees, costs; expenses, penalties and accrued interest as outlined in the First Mortgage and any other loan document given by the Borrower in connection 3407/2;01/16/04 - 2 - 00 16.761 00 with the First. Mortgage Loan or (ii) eighty percent ^(80%u) of the fair market value of the Premises. IN WITNESS WHEREOF, this Subordination Agreement has been executed as of the day and year first above written. First Mortgage Holder: State of Minnesota) ss) County of Hennepin) IDS LIFE INSURANCE COMPANY, a Minnesota corporation By: 7� Nancy Hu hes Its: Assistant Vic Presid t By: Eliz eth J. R stad Its: Assistant Secretary The fore oing instrument was acknowledged before me this day of 20V by Nancy Hughes the Assistant Vice President and Elizabeth J. Rustad the Assistant Secretary of IDS Life Insurance Company, a Minnesota corporation on behalf of the corporation.. Pro 0 LISA M. NEPPL • �Z `'. a:r '`9 N07ARY PUBLIC= MINNESOTA My Commissan Expires Jert J1, 2G06 3407/2;11/20/03 - 3 - Second Mortgage Holder: State of California 0 16762 10 POWAY REDEVELOPMENT AGENCY, a publ' body By Na LSc�ir Its: Executl UE �2ECT Or2 Its: County of On .S/2(1.2Ia , 2003, before.me; ShlqQR.i,e b, W10R.k-p lI Afr2w Pulb1i c. Name and Title of officer (e.g., "John Doe, Notary Public ") personally appeared saroe,} 1_ • 9'OlcleC Sad, Name(s) of Signer(s) X personally known to me e to be the person whose naive is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized'capacity, and that by his signature on the instrument the person or the entity upon behalfof which the person'acted; executed the instrument. WITNESS.my hand and official seal. Signature of Notary Pd is 3407/2;01/16/04 - 4 - 167'63 � THIS DOCUMENTWAS'DRAFTED BY: Joel L. Rietz,.Esq. OPPENHEI VMR WOLFF & DONNELLY LLP 3400 Plaza VII 45 South Seventh Street Minneapolis, Minnesota 55402 -1609 (612) 607 -7000 3407/2;01/16/04 - 5 - � 16764 � EXHIBIT "A?' LEGAL DESCRIPTION THAT CERTAINTROPERTY SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SANDIEGO'DESCRIBED AS FOLLOWS: PARCEL A: PARCELS L,2,3 AND 4 OF PARCEL MAP NO. 137,14, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO,, OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF'SAN'DIEGO, COUNTY, MARCH :12,.1985, AS FILE NO: 857 080780 OF OFFICIAL RECORDS. . NON - EXCLUSIVE EASEMENTS FOR 'INGRESS AND,EGRESS AND FOR THE PASSAGE OF MOTOR VEHICLES INTO, OUT OF, ON, OVER AND ACROSS:. THOSE CERTAIN EASEMENTS DESCRIBED IN ARTICLE 1 OF THAT CERTAIN` DOCUMENT ENTITLED "RECIPROCAL MUTUAL ACCESS. EASEMENT AGREEMENT" RECORDED JULY 2, 1'985 AS FILE NO. 85- 2380:1;0 OF'OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY.