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Subordination Agreement Begin Loan 2012-04593084 Recording requested by: D O C # 2012-0459308 CHICAGO TnU OOMPAW IIIII 1111111111111111111111111111111111111111111111111111111111111111111 Recording Requested by AUG 06, 2012 8:00 AM And When Recorded Mail to: OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE City of Poway Ernest J. Dronenburg, Jr., COUNTY RECORDER Box 789 FEES: MOO Poway, CA 92074 g 3465 PAGES: 9 i P IIIIIIIIIIIIIII III IIIIIIIIIIIIIII Hill 11IIIIIIIIIIIIIIII Hill Hill llllll111I IN 7--3-7/7,0 06 1('0----------------------------------------- - - - - -- SUBORDINATION AGREEMENT BEGIN LOAN THIS AGREEMENT (the "Agreement "), is made as of June 21, 2012, by and among the CITY OF POWAY, a municipal corporation, hereinafter referred to as "City", Nicole N. Lieu Mai and Tuan T. Mai, hereinafter referred to as "Borrower" and Bank of America, hereinafter described as the "Lender ": WITNESSETH WHEREAS, in order to provide funds to the Borrower in connection with the purchase of a home located at 12934 Metate Lane, Poway, California, which property is legally described in Exhibit A attached hereto (the "Property "), the City has made a loan to Borrower in the original principal amount of $54,266 (the "Subordinate Begin Loan "), evidenced by a Promissory Note in favor of the City dated December 16, 2009 (the "Begin Note ") and secured by a Deed of Trust and Security Agreement in favor of the City (the "Subordinate Begin Deed of Trust "), recorded against the Property in the Official Records of San Diego County on December 16, 2009 as Instrument No. 2009 - 0694358. The Subordinate Deed of Trust, together with any and all amendments and modifications thereto recorded in the Official Records of San Diego County in connection with the Subordinate Loan, are hereinafter referred to as the "Subordinate Begin Loan Encumbrances." The Subordinate Encumbrances, the Note, and all other documents evidencing or securing the Subordinate Begin Loan are collectively referred to as the "Subordinate Begin Loan Documents." WHEREAS, pursuant to a Loan Agreement dated as of July 26, 2012 Bank of America (the "Senior Lender ") is making a loan to Borrower in the amount of $192,399 (the "Senior Loan "). The Senior Loan is secured by that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of July 26, 2012 which will be recorded in the Official Records of San Diego County concurrently herewith (the "Senior Loan Deed of Trust'). The Senior Loan Deed of Trust and any other instruments or documents which are recorded in connection with the Senior Loan shall be referred to collectively as the "Senior Loan Encumbrances." The Senior Loan Encumbrances and any and all notes, loan agreements, and other documents and instruments executed by Borrower in connection with the Senior Loan shall be collectively referred to as the "Senior Loan Documents." Begin Subordination I 3466 WHEREAS, it is a condition precedent to the Senior Lender providing the Senior Loan that the Senior Encumbrances be unconditionally and at all times remain a lien or charge upon the Property prior and superior to all the rights of the holder of the Subordinate Begin Loan Encumbrances and that the City specifically and unconditionally acknowledge that the Subordinate Begin Loan Encumbrances are and shall remain subordinate to the lien or charge of the Senior Encumbrances. WHEREAS, it is to the benefit of all the parties herein that the Senior Loan be made to the Borrower; and the City is willing that the Senior Encumbrances shall, when recorded, constitute a lien or charge upon the Property which is unconditionally prior and superior to the lien or charge of the Subordinate Begin Loan Encumbrances. NOW, THEREFORE, in consideration of the 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 the Senior Lender to provide the Senior Loan, it is hereby declared, understood and agreed as follows: (1) That Senior Encumbrances, and any renewals, modifications or extensions thereof, shall unconditionally be and remain at all times a lien or charge on the Property described, prior and superior to the lien or charge of the Subordinate Begin Loan Encumbrances; (2) That the Senior Lender would not provide the Senior Loan without this Agreement; and, (3) That with regard to the priority of the Subordinate Begin Loan Encumbrances, this Agreement shall be the sole and only agreement with regard to the subordination of the lien or charge of the Subordinate Begin Loan Encumbrances to the lien or charge of the Senior Encumbrances and shall supersede and cancel any prior agreements as to such subordination including, but not limited to, those provisions, if any, contained in the Subordinate Begin Deed of Trust, which provide for the subordination of the lien or charge thereof to another deed or deeds of trust, another mortgage or mortgages, or any other property use restrictions or covenants. THE CITY hereby declares, agrees and acknowledges that: (a) It consents to all provisions of the Senior Documents and of any and all other agreements, including but not limited to any escrow instructions or agreements, relating to the disbursement of the proceeds of Senior Loan that have been submitted to City for its review (collectively, "Disbursement Provisions "); (b) The Senior Lender, in approving any disbursements pursuant to any such Disbursement Provisions, 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 proceeds are disbursed and any application or use of such proceeds for purposes other than those provided for in the Senior Documents shall not defeat the subordination herein made in whole or in part; and, (c) It intentionally and unconditionally subordinates the lien or charge of the Subordinate Begin Loan Encumbrances in favor of the lien or charge upon the Property of the Senior Begin Subordination 2 3467 Encumbrances and understands that in reliance upon, and in consideration of, this subordination, specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being entered into which would not be made or entered into but for said reliance upon this subordination. (d) Upon any event of foreclosure of the Subordinate Begin Deed of Trust, whether by power of sale or by court action, or upon a transfer of the Property in lieu of foreclosure, such foreclosure shall not be deemed an event of default under any of the Senior Loan Documents provided that the City or any assignee of its rights or transferee of the Property agrees to assume all of Borrower's obligations under the Senior Loan Documents within ninety (90) days of such foreclosure and thereafter complies with all terms of the Senior Loan Documents. (e) Notwithstanding anything to the contrary contained in the Subordinate Begin Loan Documents, prior to the City declaring any default or taking any remedy permitted against the Borrower under the Subordinate Begin Loan Documents or applicable law based upon an alleged default under the Subordinate Begin Loan Documents, the City shall give notice to the Senior Lender of such alleged default, and the Senior Lender shall have a period of not less than ninety (90) days to cure such alleged default. Notwithstanding the foregoing, other than the appointment of a receiver to collect monies owing from the Borrower, the City may take any reasonable action it deems necessary or appropriate in good faith to protect its security. Notices of any default by the Borrower under the Subordinate Begin Loan Documents shall be given to the Senior Lender at the following address: Bank of America P.O. Box 619003 Dallas, Texas 75261 -9003 (f) Concurrently with a notice from the Senior Lender to the Borrower that a default or breach exists under the terms of any of the Senior Documents, Senior Lender shall send a copy of such notice to the City and the City shall have thirty (30) days to cure such default. The Senior Lender will not exercise any of its remedies against Borrower or the Property during any applicable cure period set forth herein beginning after the date such notice is given to Senior Lender, except that Senior Lender may take any reasonable action it deems necessary or appropriate in good faith to protect its security. Notwithstanding anything to the contrary in this Agreement, any indebtedness and any other amounts secured by the Senior Encumbrances may be accelerated and become immediately due and payable in accordance with the terms of the Senior Lender Deed of Trust or any other Senior Documents and a notice of default may be recorded in the applicable governmental office immediately upon the occurrence of a default and expiration of any applicable notice and cure periods set forth in the Senior Documents, provided, however, that if the underlying default giving rise to such acceleration is a monetary default, the City and Borrower shall be deemed to have cured the default by tendering payment of all amounts then due as if no acceleration of any indebtedness had Begin Subordination 3 M• occurred. Notices of any default by the Borrower under the Senior Loan Documents shall be given to the City at the following address: City of Poway 13325 Civic Center Drive Poway, California 92064 Attention: Begin Program (g) After a default under the Senior Documents, but prior to a foreclosure sale or deed in lieu assignment of the Property, the City shall have the right to purchase the Property from the Borrower and pay all amounts due and owing under the Senior Documents. (h) The provisions of the foregoing paragraph are intended to supplement, and not to limit, waive, modify or replace, those provisions of law pertaining to notice and cure rights of Subordinate lenders including, without limitation, those set forth in California Civil Code §§ 2924b and 2924c. Begin Subordination 4 3469 IN WITNESS WHEREOF, parties hereto have signed this Agreement as of the day and year first above written. CITY OF POWAY LE SIGNATURES MUST BE NOTARIZED [signatures continue on following page] Begin Subordination 3470 STATE OF CALIFORNIA COUNTY OF SAN DIEGO On :Sw42 al Lij— before me, Carol S. Legg, Notary Public, personally appeared Penny Riley, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person 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. CAROL S. LEGG Comm Nasion N 1934185 NotSa Dlog - ounlYrnii /7 Sxr DNpo County LTV-9, Omni. a r 28, 2015 Carol S. Legg, Notary Public Vdr OPTIONAL Title or type of document: 141ra/+C14 Document Date: �(� Ili— L Number of Pages: 'f ej,,d Signers Other Than Named Above: f q� �fRot j �orruwcr-: N.co�,2 �`� 3471 THE BORROWER: i Nicole . >eu Mai Tuan T. Mai State of California County of San Diego /4AC0�lE OnAwst before me a Notary Public, personally appeared onii (1 Lacy 1YLv 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 PERIURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. RC%AW E 6ALDRE - --f—�7 C&M ft8l" 1921968 Signatureo (Sea() San' CNllor C.."n Jan 10, 2015 3472 THE LENDER: BANK OF AMERICA, N.A. By: 4 - Mar ilee Norton State of California County of San Diego On 32012 before me, M�I�S�i ' `' °`, a Notary Public, personally appeared proved tg me on the basis of satisfactory evidence to be the persons) whose namrpsj is /dye subscribed to the within Instrument and acknowledged to me that p�/she /they executed the same inJa jher /ter authorized capacity(Jes and that by )7 slher /Weir signature(5j on the instrument the person�9j, or the entity upon behalf of which the persoq(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. MELISSA A. SMITH CON9A. M 1987$9$ NorAmru9uc•CAUSOnNU 3 E SAN gEGO COUNT' S� rg' Commission Ezgrw Signature /1/ (Seal) Janua727. 2018 3473 Uvel :3r That certain property situated in the State of California, County of San Diego, City of Poway, described as follows: Lot 5 of City of Poway Tract No. 06 -06 The Meadows, in the City of Poway, County of San Diego, State of California, according to Map thereof No. 15743, filed in the Office of the County Recorder of San Diego County, March 5, 2009.