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HomeMy WebLinkAbout2008 CON CDC Donald & Judy Healy - Subordination Agreement3? !cal Recording Requested By: FIRST AMERICAN TITLE National Commercial Services NO CHARGE ON THIS DOCUMENT PER CALIFORNIA GOVERNMENT CODE SECTION 6103 Recording Requested By And When Recorded Mail To: Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4397 D # ono -o46 0l0 IIHIII01 II�IIIII1IIIIIIIIIIII�� IIII IIIIII AUG 28, 2008 4:27 PM OFFICIAL RECORDS S.AN DIEGO COONT`.. RECORDER'S OFFICE GREGOFI'r J. SP.IITH, COUNTY RECOFIDER FEES: u.00 PAGES: 8 IIIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIIII IIIII IIII IIII /v(S -S 3 )11 SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN AN ENCUMBRANCE ON THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER RECORDED ENCUMBRANCE. THIS SUBORDINATION AGREEMENT ("Subordination Agreement") is made as of this 25t" day of August, 2008, by Donald J. Healy and Judy L. Healy, Trustees of the Healy Family Living Trust, datcd August 3, 1973, as amended, as agent for the California Statewide Communities Development Authority, a joint exercise of powers agency organized and existing under the laws of the State of California ("Senior Lender"), Casa Familiar, Inc., a California nonprofit public benefit corporation ("Borrower"), Community Development Commission of the City of National City ("Subordinate Lender'). RECITALS A. Borrower is the owner of certain real property in the City of National City, County of San Diego, California, more particularly described in Exhibit "A," attached hereto ("Property"). B. Pursuant to that certain Master Pledge and Assignment Agreement between Senior Lender, Borrower and California Statewide Communities Development Authority, dated August 1, 2008, Borrower is executing that certain Promissory Note in favor of Senior Lender in the amount of $1,016,000.00 ("Senior Note"). Borrower is also executing, inter alia, that certain Deed of Trust, Assignment of Lease and Rents, Security Agreement and Fixture Filing (``Senior Deed of Trust"), dated August 1, 2008, in favor of Senior Lender, which secures the Senior Note. Concurrently herewith Bon-ower and Senior Lender are causing the Senior Deed of Trust to he recorded against the Property. The Senior Note, Senior Deed of Trust, Master Pledge and Assignment Agreement, together with any and all amendments and modifications thereto and any and all other documents, agreements and instruments executed by Borrower and Senior Lender with respect to the Property shall be referred to collectively herein as the "Senior Loan Documents." 1 E:ACLIEN7S\National CityV1101 D Street (Casa F'amiliarainal\Subordination (Low-Mod).doc C. Subordinate Lender is funding a loan to Borrower in the original principal amount of up to One Million Five Hundred Ninety -Seven Thousand Five Hundred Thirty -Four and No/100 Dollars ($1,597,534.00) (the "Subordinate Loan"). The Subordinate Loan is secured by: (i) that certain Deed of Trust of even date herewith, made by Borrower in favor of the Subordinate Lender ("Subordinate Deed of Trust"); (ii) that certain Declaration of Covenants, Conditions and Restrictions of even date herewith made by Borrower ("Subordinate Declaration" ); and (iii) Notice of Affordability Restrictions on Transfer of Property ("Subordinate Notice of Restrictions"). Borrower shall cause the Subordinate Declaration, Subordinate Notice of Restrictions and Subordinate Deed of Trust to be recorded against the Property. The Subordinate Declaration, Subordinate Notice of Restrictions and Subordinate Deed of Trust, together with any and all amendments and modifications thereto and any and all other documents, agreements and instruments executed by Borrower and Subordinate Lender with respect to the Property shall be referred to collectively herein as the "Subordinate Loan Documents". D. Senior Lender, Borrower and Subordinate Lender all agree and desire to execute this Subordination Agreement to memorialize their understanding and agreement with regard to the respective priorities of each of the above -referenced documents. It is the intention of the parties that the Senior Loan Documents shall unconditionally continue to be and remain at all times a liens, claims or charges on the Property prior and superior to the Subordinate Loan Documents. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Senior Lender, Borrower and Subordinate Lender hereby agree as follows: AGREEMENT 1. Permission to Places Liens on Property. Senior Lender and Subordinate Lender each agrees. notwithstanding any prohibition against additional liens on the Property contained in the Senior Loan Documents or the Subordinate Loan Documents, to permit recordation of the recordable Senior Loan Documents and Subordinate Loan Documents against the Property. 2. Subordination of Subordinate Loan Documents. Subordinate Lender agrees to unconditionally subject and subordinate the liens, claims and charges of the Subordinate Loan Documents, and all present and future indebtedness and obligations secured thereby, in favor of the liens, claims and charges upon the Property of the Senior Loan Documents. The Senior Loan Documents are and shall at all times remain liens, claims and charges on the Property prior and superior to the Subordinate Loan Documents, and to all rights and privileges of Subordinate Lender, thereunder. 2 F:'CLIENTS \National City\1101 D Street (Casa Familiar),Final\Subordination (Low-Mod).doe 3. Subordinate Lender Notice and Cure Rights. (a) Notice to Subordinate Lender. In the event of any default (a "Senior Loan Default") of Borrower under the Senior Loan Documents, Senior Lender shall deliver to Subordinate Lender a copy of any notice of such Senior Loan Default (a "Senior Loan Default Notice") that is delivered to Borrower, concurrently with delivery to Borrower of the same. (b) Cross Default. Borrower and Senior Lienholder agree that a default under the Senior Loan Documents shall constitute a default under the Subordinate Loan Documents and the Subordinate Lender shall have thc right to exercise all rights or remedies under the Subordinate Loan Documents in the same manner as in the case of any other default under the Subordinate Loan Documents. (c) Cure Rights. In the event of a Senior Loan Default, Subordinate Lender shall have the right, but not the obligation, to cure such Senior Loan Default on or before ninety (90) days after the later of: (i) expiration of any notice and cure period afforded Borrower pursuant to the Senior Loan Documents; or (ii) the date Subordinate Lender receives a copy of the Senior Loan Default Notice. (d) Right to Assume and Assign. In the event of a Senior Loan Default, and provided Subordinate Lender has cured all monetary Senior Loan Defaults, if any, Subordinate Lender shall have the right, but not the obligation, to foreclose on the Subordinate Dced of Trust and acquire the Property from Borrower (or obtain a deed in lieu of foreclosure from Borrower) and to assume the Senior Loan Documents and/or to assign such assumption rights (either before or after Subordinate Lender forecloses on the Subordinate Deed of Trust or obtains a deed in lieu of foreclosure from Borrower) to a nonprofit public benefit corporation selected by Subordinate Lender and subject to the reasonable written consent of Senior Lender. 4. Borrower Consent. Borrower has read, understands, acknowledges and hereby consents to each and every provision of this Subordination Agreement. 5. Notices. Senior Lender, Borrower, Subordinate Lender and Optionee agree to give to each other copies of all notices of events of default under their respective documents. All notices given under this Subordination Agreement must be in writing and will be served effective upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight (48) hours after deposit in certified United States mail, postage prepaid, sent to the party at its address appearing below. Those addresses may be changed by any party by written notice to all other parties. ScibDrdinake. If to thc Lender: National City CDC 1243 National City Boulevard National City, CA 91950-4397 Attention: Executive Director E:ACLIENTS'vNational City'v1101 D Sheet (Casa Familiar)1Final\Subordination (Low-Mod).doc If to Borrower: Casa Familiar. Inc. 119 West Hall Street San Ysidro, CA 92037 Attention: President and CEO Sen(cr I' JvJi If to Subordiftate Lender: Donald J. Healy and finds L. Healy, Trustees Healy Family Living Trust, dated August 3, 1973 1167 Sunset Cliffs Boulevard San Diego, CA 92107 6. Whole Agreement; Binding Effect. This Subordination Agreement is the whole and only agreement with regard to the priority of the liens, claims and charges of the Senior Loan Documents and Subordinate Loan Documents. This Subordination Agreement is binding on and inures to the benefit of the legal representatives, heirs, successors and assigns of the parties. 7. Attorney's Fees. If any party to this Subordination Agreement brings an action to interpret or enforce its rights under this Subordination Agreement, the prevailing party will be entitled to recover its costs and reasonable attorney's fees as awarded in the action. 8. Governing Law. This Subordination Agreement is governed by, and shall be construed in accordance with, the laws of the State of California. 9. Counterparts. This Subordination Agreement may be executed in counterparts, and all counterparts constitute but one and the same document. 10. Signature Authority. All individuals signing this Subordination Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to each other party hereto that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. IN WITNESS WHEREOF, the parties have executed this Subordination Agreement as of the date first set forth above and agree to be bound hereby. SENIOR LENDER: Healy Family Living Trust, dated August 3, 1973, as amended By:/-:2 Donald J. ealy, Tru tee By:a 3- Judy L. Healy, Trustee 'SIGNATURES CONTINUED ON FOLLOWING PAGE] 4 E:ACLIENTS\National CityV1101 D Street (Casa Familiarffinal\Subordination (Low-Mod).doc BORROWER: Casa Familiar, Inc., a Cali ornia nonprofit public benefit corporation By: Andrea Skorepa, Presid; nt and CEO SUBORDINATE LENDER: Community Development Commission of the City of National City By: Print Name:'F ) Vocut:sr+N Its: cut'tu* it-GCtdL APPROVED AS TO FORM: ter F Special Coun E:ACLIENTS\National City101 D Street (Casa f amiliar)AFina1 Subordina \1tion (Low-Modl.doe basis of satisfactory evidence to be the perso State of California County of San Diego ) ) ACKNOWLEDGMENT On X , 200�8, `before me, " "' beyet Mir 44/ > , personally appeared / �� 1�`�iet- `� `?�l _ who i2oved to me on the whose name&are subscribed to the within instrument and acknowledged to me that he/they executed the same in his their authorized capacity(ik51, and that by histheir signature (s3 on the instrument the personej, 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. State of California County of San Diego ) ) ) AMY BOYD COMM. # 1805792 z '' J NOTARY PUBLIC - CALIFORNIA SAN DIEGO COUNTY My Comm. Expires July 3, 2012 ACKNOWLEDGMENT On ,- , 2008, before me, personally appeared Qria € l a J ' /,, e who proved to me on the basis of satisfactory evidence to be the person ose name are subscribed the within instrument and acknowledged to 1 hat he/sh he executed the same in his./her/ eir authorized capacity(ies), and that by his/her/, 'ignature(s on the instrument the person(s), or t e entity upon behalf of which the person(s) acted, executed the instrument. (Seal) 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. AMY BOYD �P. a COMM. # 1805792 E Z�NOTARY PUBLIC - CALIFORNIA C SAN OIEGO COUNTY My Comm. Expires July 3, 2012 (Seal) E:ACLIENTS\National City\ 101 D Street (Casa Familiar)AFinal\Suboidinaion (Low-Mod).doc State of California County of San Diego ) ) ) ACKNOWLEDGMENT On 34510 3 2008, before me, V. 1'vt.O,ea.t_-1Afoict ykc (; personally appeared ,�jrc, PGL l a n who proved to me on the basis of satisfactory evidence to be the person(.} -whose name.*).-is/,fie subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(j.es), and that by his/her/heir signatureO-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 perjury under the laws of the State of California that the foregoin paragraph is true and correct. WITNESS my hand and official seal. Signature V %)/ ACKNOWLEDGMENT State of California County of San Diego On personally appeared 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. , 2008, before me, V. M. ORCU1T Commission #t 1631802 Notary Public - California San tope Courry My Comm.6rpNsDec 20. (Seal) who proved to me on the 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. Signature (Seal) E:ACLIENTS'vNational City\1101 D Street (Casa Familiar)Tinal\Subordination (Low-Mod).doc Exhibit "A" Property Description The land referred to is situated in the County of San Diego, State of California, described as follows: LOT 12 AND THE NORTH HALF OF LOT 13 OF JENNIE M. HOBSON SUBDIVISION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1887. FILED IN THE COUNTY RECORDER'S OFFICE, FEBRUARY 26, 1926, EXCEPTING THEREFROM THE EAST 10 FEET THEREOF. APN: 556-560-12-00 THE SOUTHERLY 94.00 FEET OF THE NORTHERLY 374.00 FEET OF THE EASTERLY 155.00 FEET OF THE WESTERLY 170.00 FEET OF THE EAST HALF OF THE WEST HALF OF 10-ACRE LOTS 13 AND 14 IN QUARTER SECTION 154 OF RANCHO DE LA NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1869. APN: 556-560-37-00 8 F.:ACLIENTS\National City\1 101 D Street (Casa Lamiliar)Tinal\Subordination (Low-Mod).doe gf NI• Recording Requested By: FIRST AMERICAN TITLE National Commercial Services NO CHARGE ON THIS DOCUMENT PER CALIFORNIA GOVERNMENT CODE SECTION 6103 Recording Requested By And When Recorded Mail To: City of National City 1243 National City Boulevard National City, CA 91950-4397 DC # 008-04601 IIII I III I II II II II I III IIII III I I III 0 I II II I III AUG 28, 2008 4:27 PM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE I3REGOR`r'J. SMITH, COUNTY RECORDER FEES: ROO PAGES: 1111111111111111111111111111111111111111111111111 1111111111111111111111111111 SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN AN ENCUMBRANCE ON THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER RECORDED ENCUMBRANCE. THIS SUBORDINATION AGREEMENT (`Subordination Agreement") is made as of this 25th day of August, 2008, by Donald J. Healy and Judy L. Healy, Trustees of the Healy Family Living Trust, dated August 3, 1973, as amended, as agent for the California Statewide Communities Development Authority, a joint exercise of powers agency organized and existing under the laws of the State of California ("Senior Lender"), Casa Familiar, Inc., a California nonprofit public benefit corporation ("Borrower"), the City of National City ("Subordinate Lender"). RECITALS A. Borrower is the owner of certain real property in the City of National City, County of San Diego, California, more particularly described in Exhibit "A," attached hereto (`Property"). B. Pursuant to that certain Master Pledge and Assignment Agreement between Senior Lender, Borrower and California Statewide Communities Development Authority, dated August 1, 2008, Borrower is executing that certain Promissory Note in favor of Senior Lender in the amount of $1,016.000.00 ("Senior Note"). Borrower is also executing, inter alia, that certain Deed of Trust, Assignment of Lease and Rents, Security Agreement and Fixture Filing ("Senior Deed of Trust"), dated August 1, 2008, in favor of Senior Lender, which secures the Senior Note. Concurrently herewith Borrower and Senior Lender are causing the Senior Deed of Trust to be recorded against the Property. The Senior Note, Senior Deed of Trust, Master Pledge and Assignment Agreement, together with any and all amendments and modifications thereto and any and all other documents, agreements and instruments executed by Borrower and Senior Lender with respect to the Property shall be referred to collectively herein as the "Senior Loan Documents." 8 E:\CLIENTS\National City\1101 D Street (Casa Familiar)'FinalSubordination (HOME).doc C. Subordinate Lender is funding a loan to Borrower in the original principal amount of up to One Hundred Eighty -Two Thousand Four Hundred Sixty -Six and No/100 Dollars ($182,466.00) (the `'Subordinate Loan"). The Subordinate Loan is secured by: (i) that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing made by Borrower in favor of the Subordinate Lender ("Subordinate Deed of Trust"); and (ii) those certain Covenants, Conditions and Restrictions made by Borrower ("Subordinate Declaration"). Borrower shall cause the Subordinate Declaration and Subordinate Deed of Trust to be recorded against the Property. The Subordinate Declaration and Subordinate Deed of Trust, together with any and all amendments and modifications thereto and any and all other documents, agreements and instruments executed by Borrower and Subordinate Lender with respect to the Property shall be referred to collectively herein as the "Subordinate Loan Documents". D. Senior Lender, Borrower and Subordinate Lender all agrcc and desire to execute this Subordination Agreement to memorialize their understanding and agreement with regard to the respective priorities of each of the above -referenced documents. It is the intention of the parties that the Senior Loan Documents shall unconditionally continue to be and remain at all times a liens, claims or charges on the Property prior and superior to the Subordinate Loan Documents. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Senior Lender, Borrower and Subordinate Lender hereby agree as follows: AGREEMENT 1. Permission to Places Liens on Property. Senior Lender and Subordinate Lender each agrees, notwithstanding any prohibition against additional liens on the Property contained in the Senior Loan Documents or the Subordinate Loan Documents, to permit recordation of the recordable Senior Loan Documents and Subordinate Loan Documents against the Property. 2. Subordination of Subordinate Loan Documents. Subordinate Lender agrees to unconditionally subject and subordinate the liens, claims and charges of the Subordinate Loan Documents, and all present and future indebtedness and obligations secured thereby, in favor of the liens, claims and charges upon the Property of the Senior Loan Documents. The Senior Loan Documents are and shall at all times remain liens, claims and charges on the Property prior and superior to the Subordinate Loan Documents, and to all rights and privileges of Subordinate Lender, thereunder. 2 E:\CLIENTS\National City \110] D Street (Casa Familiar)AFinal\Subordination (IIOME).doc 3. Subordinate Lender Notice and Cure Rights. (a) Notice to Subordinate Lender. In the event of any default (a "Senior Loan Default") of Borrower under the Senior Loan Documents, Senior Lender shall deliver to Subordinate Lender a copy of any notice of such Senior Loan Default (a "Senior Loan Default Notice") that is delivered to Borrower, concurrently with delivery to Borrower of the same. (b) Cross Default. Borrower and Senior Lienholder agree that a default under the Senior Loan Documents shall constitute a default under the Subordinate Loan Documents and the Subordinate Lender shall have the right to exercise all rights or remedies under the Subordinate Loan Documents in the same manner as in the case of any other default under the Subordinate Loan Documents. (c) Cure Rights. In the event of a Senior Loan Default, Subordinate Lender shall have the right, but not the obligation, to cure such Senior Loan Default on or before ninety (90) days after the later of: (i) expiration of any notice and cure period afforded Borrower pursuant to the Senior Loan Documents; or (ii) the date Subordinate Lender receives a copy of the Senior Loan Default Notice. (d) Right to Assume and Assign. In the event of a Senior Loan Default, and provided Subordinate Lender has cured all monetary Senior Loan Defaults, if any, Subordinate Lender shall have the right, but not the obligation, to foreclose on the Subordinate Deed of Trust and acquire the Property from Borrower (or obtain a deed in lieu of foreclosure from Borrower) and to assume the Senior Loan Documents and/or to assign such assumption rights (either before or after Subordinate Lender forecloses on the Subordinate Deed of Trust or obtains a deed in lieu of foreclosure from Borrower) to a nonprofit public benefit corporation selected by Subordinate Lender and subject to the reasonable written consent of Senior Lender. 4. Borrower Consent. Borrower has read, understands, acknowledges and hereby consents to each and every provision of this Subordination Agreement. 5. Notices. Senior Lender, Borrower, Subordinate Lender and Optionee agree to give to each other topics of all notices of events of default under their respective documents. All notices given under this Subordination Agreement must be in writing and will be served effective upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight (48) hours after deposit in certified United States mail, postage prepaid, sent to the party at its address appearing below. Those addresses may be changed by any party by written notice to all other parties. SAba-dmafe, If to the Senior Lender: City of National City 1243 National City Boulevard National City, CA 91950-4397 Attention: Community Development Director E:yCLIENTS\National CityvI 101 D Street (Casa ram iliar)`,Pinal'vSubordination (HOME).doc If to Borrower: vV If to iyavvr4iirate Lender: Casa Familiar, Inc. 119 West Hall Street San Ysidro, CA 92037 Attention: President and CEO Donald J. Healy and Linda L. Healy, Trustees Healy Family Living Trust, dated August 3, 1973 1167 Sunset Cliffs Boulevard San Diego, CA 92107 6. Whole Agreement; Binding Effect. This Subordination Agreement is the whole and only agreement with regard to the priority of the liens, claims and charges of the Senior Loan Documents and Subordinate Loan Documents. This Subordination Agreement is binding on and inures to the benefit of the legal representatives, heirs, successors and assigns of the parties. 7. Attornev's Fees. if any party to this Subordination Agreement brings an action to interpret or enforce its rights under this Subordination Agreement, the prevailing party will be entitled to recover its costs and reasonable attorney's fees as awarded in the action. 8. Governing Law. This Subordination Agreement is governed by, and shall be construed in accordance with, the laws of the State of California. 9. Counterparts. This Subordination Agreement may be executed in counterparts, and all counterparts constitute but one and the same document. 10. Signature Authority. All individuals signing this Subordination Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to each other party hereto that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. IN WITNESS WHEREOF, the parties have executed this Subordination Agreement as of the date first set forth above and agree to be bound hereby. SENIOR LENDER: Healy Family Living Trust, dated August 3, 1973, as amended By: By: -o2 Donald J. He. , Trustee Judy L. Healy, Trustee [SIGNATURES CONTINUED ON FOLLOWING PAGE] 4 E:ACLIENTS\National Cily\1 101 D Street (Casa Familiarffinal\Subordination (nOME).doc BORROWER: Casa Familiar, Inc., a Californya nonprofit public benefit corporation By: lexe Andrea Skorepa, President4and CEO SUBORDINATE LENDER: City of National City By:. Print Name, ` ts-korr.soa Its: 4�0 APPROVED AS TO FORM: .00 George H. Eiser, 111 Legal Counsel to Subordinate Lender 5 F.:\CLIENTS\National City\1101 D Street (Casa Familiar)1Final\Subordination (HOME).doe State of California County of San Diego ) ) On S/X- personally appeared Brut basis of satisfactory evidence to be the instrument and acknowledge cjte me that he capacity(ieS j, and that by hi s ACKNOWLEDGMENT , 2008, before me, ffiny t /tJm vii Pa/jQ_ who ploved to me on the whose namef,eri are subscri.ed to the within they executed the same in his(g, heir authorized heir signature(e)'on the instrument the personk), or the entity upon behalf of which the person(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. AMY BOYD 1 COMM. # 1805792 E NOTARY PUBLIC - CALIFORNIAS SAN DIEGO COUNTY My Comm. Expires July 3, 2012 (Seal) State of California County of San Diego ) ) ) ACKNOWLEDGMENT On i , 2008, before me, tif personally appeared Pl M basis of satisfactory evidence to be the person(s) se name(s) i " subscribed tosthe within instrument and acknowledged to hat he/she-/xecuted the same in his/her/ eirlauthorized capacity(ies), and that by his/he the. )signature(s) on the instrument the person(s), or t e entity upon behalf of which the person(s) acted, executed the instrument. who proved to me on the 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. AMY BOYD COMM. # 1805792 2 NOTARY PUBLIC - CALIFORNIA E SAN DIEGO COUNTY My Comm. Expires July 3, 2012 (Seal) E:ACI.IFNTS'v,National City\)1101 D Street (Casa Familiar)inal\Subordination (HOME).doe State of California County of San Diego On h' r,/r personally appeared �, Ako iSol l who proved tb me on the basis of satisfactory evidence to be the persons) whose namecs)-is/are subscribed to the within instrument and acknowledged to me that he/she/ :ey executed the same in his/her/their authorized capacity(i.es), and that by hi s/her/t .eir signature(s)' on the instrument the persons --,or the entity upon behalf of which the person( acted, executed the instrument. ) ) ) ACKNOWLEDGMENT , 2008, before me, [ . C�` /( lcr ii 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. Signature 6i' ill r c%) j L I ACKNOWLEDGMENT State of California County of San Diego On personally appeared 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(ics), 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. , 2008, before me, (Seal) who proved to me on the 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. Signature (Seal) E.ACLIENTS\National City101 D Street (Casa Familiar)1FinalASubordinat ion (HOME).doe Exhibit "A" Property Description The land referred to is situated in the County of San Diego, State of California, described as follows: LOT 12 AND THE NORTH HALF OF LOT 13 OF JENNIE M. HOBSON SUBDIVISION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1887, FILED IN THE COUNTY RECORDER'S OFFICE, FEBRUARY 26, 1926. EXCEPTING THEREFROM THE EAST 10 FEET THEREOF. APN: 556-560-12-00 THE SOUTHERLY 94.00 FEET OF THE NORTHERLY 374.00 FEET OF THE EASTERLY 155.00 FEET OF THE WESTERLY 170.00 FEET OF THE EAST HALF OF THE WEST HALF OF 10-ACRE LOTS 13 AND 14 IN QUARTER SECTION 154 OF RANCHO DE LA NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1869. APN: 556-560-37-00 E:ACLIENTS\National Ci(y11101 1) Street (Casa Fa niliar)AFinal\Subordination (HOME).doe Recording Requested By: FIRST AMERICAN TITLE National Commercial Services NO CHARGE ON THIS DOCUMENT PER CALIFORNIA GOVERNMENT CODE SECTION 6103 Recording Requested By And When Recorded Mail To: Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4397 8461 IIIIIIII III IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII JAN 28, 2010 8:00 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDERS OFFICE DAVID L. BUTLER, COUNTY RECORDER FEES: 0.00 WAYS: PAGES: 9 1 I0111 NIII fllll IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII Hill ulI INI 3-7RsQ() SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN AN ENCUMBRANCE ON THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER RECORDED ENCUMBRANCE. THIS SUBORDINATION AGREEMENT ("Subordination Agreement") dated as of the 9th day ofNovember, 2009, by Donald J. Healy and Judy L. Healy, Trustees of the Healy Family Living Trust, dated August 3, 1973, as amended, as agent for the California Statewide Communities Development Authority, a joint exercise of powers agency organized and existing under the laws of the State of California ("Senior Lender"), Casa Familiar, Inc., a California nonprofit public benefit corporation ("Borrower"), Community Development Commission of the City of National City ("Subordinate Lender"). RECITALS A. Borrower is the owner of certain real property in the City of National City, County of San Diego, California, more particularly described in Exhibit "A," attached hereto ("Property"). B. Pursuant to that certain Master Pledge and Assignment Agreement between Senior Lender, Borrower and California Statewide Communities Development Authority, dated August 1, 2008, Borrower executed that certain Promissory Note in favor of Senior Lender in the amount of $1,016,000.00 ("Senior Note"). Borrower also executed, inter alia, (i) that certain Deed of Trust, Assignment of Lease and Rents, Security Agreement and Fixture Filing ("Senior Deed of Trust") dated August 1, 2008„ and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463006 in favor of Senior Lender, which secures the Senior Note; (ii) that certain Regulatory Agreement and Declaration of Restrictive Covenants, dated August 1, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463004 ("Senior Declaration I"); (iii) that certain Regulatory Agreement and Declaration of Restrictive Covenants, dated August 1, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463005 ("Senior Declaration II"). The Senior Note, Senior Deed of Trust, Master Pledge and Assignment Agreement, Senior Declaration I and Senior Declaration II, together with any and all amendments and modifications E:\CLIENTS\National City\1101 D Street (Casa Familiar)\Permanent Loan (Low Mod)\Final\Subordination (Low-Mod).doc 8468 thereto and any and all other documents, agreements and instruments executed by Borrower and Senior Lender with respect to the Property shall be referred to collectively herein as the "Senior Loan Documents." C. Subordinate Lender is funding a loan to Borrower in the original principal amount of up to Six Hundred Sixty -Nine Thousand Six Hundred Fifty -Three and No/100 Dollars ($669,653.00) (the "Subordinate Loan"). The Subordinate Loan will be secured by: (i) that certain Deed of Trust dated August 25, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463009, made by Borrower in favor of the Subordinate Lender, which is being amended concurrently with the execution and recordation of this Subordination Agreement (collectively with any and all amendments thereto, the "Subordinate Deed of Trust"); (ii) that certain Declaration of Covenants, Conditions and Restrictions dated August 25, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463007("Subordinate Declaration"); and (iii) Notice of Affordability Restrictions on Transfer of Property recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463008 ("Subordinate Notice of Restrictions"). The Subordinate Declaration, Subordinate Notice of Restrictions and Subordinate Deed of Trust, together with any and all amendments and modifications thereto and any and all other documents, agreements and instruments executed by Borrower and Subordinate Lender with respect to the Property shall be referred to collectively herein as the "Subordinate Loan Documents". D. Senior Lender, Borrower and Subordinate Lender all agree and desire to execute this Subordination Agreement to memorialize their understanding and agreement with regard to the respective priorities of each of the above -referenced documents. It is the intention of the parties that the Senior Loan Documents shall unconditionally continue to be and remain at all times a liens, claims or charges on the Property prior and superior to the Subordinate Loan Documents. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Senior Lender, Borrower and Subordinate Lender hereby agree as follows: AGREEMENT 1. Permission to Places Liens on Property. Senior Lender and Subordinate Lender each agrees, notwithstanding any prohibition against additional liens on the Property contained in the Senior Loan Documents or the Subordinate Loan Documents, to permit recordation of the recordable Senior Loan Documents and Subordinate Loan Documents against the Property, including without limitation, the Amendment to Deed of Trust, which is being recorded concurrently with this Subordination Agreement and which amends the Subordinate Deed of Trust. 2. Subordination of Subordinate Loan Documents. Subordinate Lender agrees to unconditionally subject and subordinate the liens, claims and charges of the Subordinate Loan Documents, and all present and future indebtedness and obligations secured thereby, in favor of the liens, claims and charges upon the Property of the Senior Loan Documents. The Senior Loan Documents are and shall at all times remain liens, claims and charges on the Property prior and E:ICLIENTS\National City\1101 D Street (Casa Familiar)\Permanent Lan (Low Mod)\Final\Subordination (Low-Mod)_doc 8469 superior to the Subordinate Loan Documents, and to all rights and privileges of Subordinate Lender, thereunder. 3. Subordinate Lender Notice and Cure Rights. (a) Notice to Subordinate Lender. In the event of any default (a "Senior Loan Default") of Borrower under the Senior Loan Documents, Senior Lender shall deliver to Subordinate Lender a copy of any notice of such Senior Loan Default (a "Senior Loan Default Notice") that is delivered to Borrower, concurrently with delivery to Borrower of the same. (b) Cross Default. Borrower and Senior Lienholder agree that a default under the Senior Loan Documents shall constitute a default under the Subordinate Loan Documents and the Subordinate Lender shall have the right to exercise all rights or remedies under the Subordinate Loan Documents in the same manner as in the case of any other default under the Subordinate Loan Documents. (c) Cure Rights. 1n the event of a Senior Loan Default, Subordinate Lender shall have the right, but not the obligation, to cure such Senior Loan Default on or before ninety (90) days after the later of: (i) expiration of any notice and cure period afforded Borrower pursuant to the Senior Loan Documents; or (ii) the date Subordinate Lender receives a copy of the Senior Loan Default Notice. (d) Right to Assume and Assign. In the event of a Senior Loan Default, and provided Subordinate Lender has cured all monetary Senior Loan Defaults, if any, Subordinate Lender shall have the right, but not the obligation, to foreclose on the Subordinate Deed of Trust and acquire the Property from Borrower (or obtain a deed in lieu of foreclosure from Borrower) and to assume the Senior Loan Documents and/or to assign such assumption rights (either before or after Subordinate Lender forecloses on the Subordinate Deed of Trust or obtains a deed in lieu of foreclosure from Borrower) to a nonprofit public benefit corporation selected by Subordinate Lender and subject to the reasonable written consent of Senior Lender. 4. Borrower Consent. Borrower has read, understands, acknowledges and hereby consents to each and every provision of this Subordination Agreement. 5. Notices. Senior Lender, Borrower, Subordinate Lender and Optionee agree to give to each other copies of all notices of events of default under their respective documents. All notices given under this Subordination Agreement must be in writing and will be served effective upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight (48) hours after deposit in certified United States mail, postage prepaid, sent to the party at its address appearing below. Those addresses may be changed by any party by written notice to all other parties. If to the Senior Lender: National City CDC 1243 National City Boulevard National City, CA 91950-4397 Attention: Executive Director E:\CLIENTS1National City\1 101 D Street (Casa Familiar)1Permanent Loan (Low Mod)\Final\Subordination (Low-Mod).doc If to Borrower: If to Subordinate Lender: Casa Familiar, Inc. 119 West Hall Street San Ysidro, CA 92037 Attention: President and CEO Donald J. Healy and Linda L. Healy, Trustees Healy Family Living Trust, dated August 3, 1973 1167 Sunset Cliffs Boulevard San Diego, CA 92107 8470 6. Whole Agreement; Binding Effect. This Subordination Agreement is the whole and only agreement with regard to the priority of the liens, claims and charges of the Senior Loan Documents and Subordinate Loan Documents. This Subordination Agreement is binding on and inures to the benefit of the legal representatives, heirs, successors and assigns of the parties. 7. Attorney's Fees. If any party to this Subordination Agreement brings an action to interpret or enforce its rights under this Subordination Agreement, the prevailing party will be entitled to recover its costs and reasonable attorney's fees as awarded in the action. 8. Governing Law. This Subordination Agreement is governed by, and shall be construed in accordance with, the laws of the State of California. 9. Counterparts. This Subordination Agreement may be executed in counterparts, and all counterparts constitute but one and the same document. 10. Signature Authority. All individuals signing this Subordination Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to each other party hereto that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. IN WITNESS WHEREOF, the parties have executed this Subordination Agreement as of the date first set forth above and agree to be bound hereby. SENIOR LENDER: Healy Family Living Trust, dated August 3, 1973, as amended By:C-71--C( A`Zc1.. 14 B .577 " �z�•z....c7c Donald J. Healy rustee ‘''Judy L. Healy, Trustee [SIGNATURES CONTINUED ON FOLLOWING PAGE] E:\CLIENTS\National City\1101 D Street (Casa Familiar)\Permanent Loan (Low Mod)\Final\Subordination (Low-Mod).doc 847i 20. Severability. [f any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision shall be severed from the rest of this Agreement and the remaining provisions shall remain in full force and effect. 21. Construction of Agreement. The provisions contained in this Agreement shall not be construed in favor of or against either party, but shall be construed as if both Parties prepared this Agreement. This Agreement shall be construed in accordance with the laws of the State of California. 22. Counterparts. This Agreement may be executed in any number of counterparts and, as so executed, the counterparts shall constitute one and the same Agreement. The parties agree that each such counterpart is an original and shall be binding upon all the parties, even though all of the parties are not signatories to the same counterpart. 23. Exhibits and Recitals Incorporated. All exhibits referred to in this Agreement are hereby incorporated in this Agreement by this reference, regardless of whether or not the exhibits are actually attached to this Agreement. The Recitals to this Agreement are hereby incorporated in this Agreement by this reference. 24. Signature Authority. All individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the CDC that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. BORROWER: Casa Familiar, Inc., a California nonprofit public benefit corporation ByAZ.Ae_./ Andrea Skorepa, Presidennd CEO CDC: Community Development Commission of the City of National City Print Name: 4,4 4 /0%,4. Its: /en)/ APPROVED AS TO FORM: Walter F. Spat _I , Spe unsel to CDC E:\CLIENTS\National City\1101 D Street (Casa Familiar)1Permanent Loan (Low Mod)\Final \Security Agreement (Low Mod).doc State of California County of San Diego ) ) ) ACKNOWLEDGMENT 8472 On 4'a/6 v6eA, , 2009, before me, /%l6// t k fBeDMV , �ofrr� �u6(tU, personally appeared AN.,tp. 7� 5K02EP & who proved to me on the basis of satisfactory evidence to be the person whose namefoeire subscribed to the within instrument and acknowledged to me that h Q hey executed the same in hi AD heir authorized capacity(iiiesl, and that by his er their signature(e) on the instrument the person(sj, 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. State of California County of San Diego ) ) ) ACKNOWLEDGMENT MICHAEL R. FREEDMAN Commission # 1846675 Notary Public - California San Diego County Comm. Expires Apr 30, 2013 (Seal) On I.2, - I 5 , 2009, before me, u/i I1I4rt(CvFvic.LII,¢li',ai'/i NDky.t lubIt� personally appeared id S, JJ � t J - ttiq;¢-f who proved to melon the basis of satisfactory evidence to be thei 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 perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. WILLIAM LANCE VALENTE r COMM. # 1842733 NOTARY PAIBUC • CALIFORNIA SAN DIEGO COUNTY O OMM. EXPIRES APRIL 26 2013 -1 (Seal) E \CLIENTS\National City \l 101 D Street (Casa Familiar)\Permanent Loan (Low Mod)1Fina]\Subordination (Low-Modl.doc State of California County of San Diego ) ) ) ACKNOWLEDGMENT 8473 On "led , 2009, before me, l.{I►Iil-yscc 141-61 Ilv -e' NviarlfOldi personally appeared -.pay (, �� �,�t Wes, �ft who proved to me on the basis of satisfactory evidende 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 perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of California County of San Diego ) ) ) ACKNOWLEDGMENT 0 2 4. WILLIAM LANCE VALENTE �- COMM. # 1842733 OTARY PUBLIC -P"?J�A NSAP DIEGO COUNTY 0 ;.t c Yt I .t 6201 (Seal) On , 2009, before me, personally appeared 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 perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) E:\CLIENTS\National Cit01101 D Street (Casa Familiar)1Permanent Loan (Low Mod)\Final\Subordination (Low-Mod).doc 8474 CALTFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California County of SAO.1 171E.GIi7 }§ I On Z3 & il1A(L`i CO 20 I Q ,before me, CI {A{� 1 A. I.I,► , ( TR.._ a notary public, personally appeared pAofLR,ISad Name(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the person(s)'whose name,Fs) is,Car4 subscribed to the within instrument and acknowledged to me that he{ehetthey executed the same in his'hcr/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 PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. WITNESS my hand and official seal. CHARLES A. NI$$LEY . R.E COMM.*1766224 pi Moly PUNoCYbni g SANMOO COUNTY 14Cams.EV.JW12011 Place Notary Seal above Signatu OPTIONAL Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other than named above Capacity(ies) Claimed By Signer(s) Signer's Name(s) Individual Husband and Wife Corporate Officer-Title(s) Partner- Limited General Auttorney-in-Fact Trustee Guardian or Consecrator Other Signer(s) is/are representing who 8475 Exhibit "A" Property Description The land referred to is situated in the County of San Diego, State of California, described as follows: LOT 12 AND THE NORTH HALF OF LOT 13 OF JENNIE M. HOBSON SUBDIVISION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1887, FILED IN THE COUNTY RECORDER'S OFFICE, FEBRUARY 26, 1926, EXCEPTING THEREFROM THE EAST 10 FEET THEREOF. APN: 556-560-12-00 THE SOUTHERLY 94.00 FEET OF THE NORTHERLY 374.00 FEET OF THE EASTERLY 155.00 FEET OF THE WESTERLY 170.00 FEET OF THE EAST HALF OF THE WEST HALF OF 10-ACRE LOTS 13 AND 14 IN QUARTER SECTION 154 OF RANCHO DE LA NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1869. APN: 556-560-37-00 g E:\CLIENTS\National City \I 101 D Street (Casa Familiar)\Permanent Loan (Low Mod)\Final\Subordination (Low-Mod).doc Recording Requested By: FIRST AMERICAN TITLE National Commercial Services NO CHARGE ON THIS DOCUMENT PER CALIFORNIA GOVERNMENT CODE SECTION 6103 Recording Requested By And When Recorded Mail To: City of National City 1243 National City Boulevard National City, CA 91950-4397 B48 III III III I II II II IIII IIII IIII IIIII IIIII IIIII IIIII I III IIII IIII JAN 28, 2010 8:00 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE DAVID L. BUTLER, COUNTY RECORDER FEES: 0.00 'WAYS: 2 PAGES: 9 11111IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII1111111111 IIII SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN AN ENCUMBRANCE ON THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER RECORDED ENCUMBRANCE. THIS SUBORDINATION AGREEMENT ("Subordination Agreement") is dated as of the 91h day of November, 2009, by Donald J. Healy and Judy L. Healy, Trustees of the Healy Family Living Trust, dated August 3, 1973, as amended, as agent for the California Statewide Communities Development Authority, a joint exercise of powers agency organized and existing under the laws of the State of California ("Senior Lender"), Casa Familiar, Inc., a California nonprofit public benefit corporation ("Borrower"), the City of National City ("Subordinate Lender"). RECITALS A. Borrower is the owner of certain real property in the City ofNational City, County of San Diego, California, more particularly described in Exhibit "A," attached hereto ("Property"). B. Pursuant to that certain Master Pledge and Assignment Agreement between Senior Lender, Borrower and California Statewide Communities Development Authority, dated August 1, 2008, Borrower executed that certain Promissory Note in favor of Senior Lender in the amount of $1,016,000.00 ("Senior Note"). Borrower also executed, inter alia, (i) that certain Deed of Trust, Assignment of Lease and Rents, Security Agreement and Fixture Filing ("Senior Deed of Trust"), dated August 1, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463006, in favor of Senior Lender, which secures the Senior Note; (ii) that certain Regulatory Agreement and Declaration of Restrictive Covenants, dated August 1, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463004 ("Senior Declaration I"); (iii) that certain Regulatory Agreement and Declaration of Restrictive Covenants, E:\CLIENTS\National City\1 101 D Street (Casa Familiar)\City Loan Increase (HOME)\FinallSubordination (HOME).doc 8486 dated August 1, 2008, and recorded against the Property, and recorded in the Office ofthe Recorder of San Diego County on August 28, 2008, as file number 2008-0463005 ("Senior Declaration II"). The Senior Note, Senior Deed of Trust, Master Pledge and Assignment Agreement, Scnior Declaration I and Senior Declaration I1, together with any and all amendments and modifications thereto and any and all other documents, agreements and instruments executed by Borrower and Senior Lender with respect to the Property shall be referred to collectively herein as the "Senior Loan Documents." C. Borrower acquired and began rehabilitation ofthe project on the Property with the aid of a loan from the Subordinate Lender in the original principal amount of up to One Hundred Eighty -Two Thousand Four Hundred Sixty -Six and No/100 Dollars ($182,466.00). Subordinate Lender has agreed to increase the loan to an amount up to One Million One Hundred Ten Thousand Three Hundred Forty -Seven and No/100 Dollars ($1,110.347.00) (the "Subordinate Loan"). The Subordinate Loan is secured by: (i) that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated August 25, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463012 made by Borrower in favor of the Subordinate Lender, which is being amended concurrently with the execution and recordation of this Subordination Agreement (collectively with any and all amendments thereto, the "Subordinate Deed of Trust"); and (ii) those certain Covenants, Conditions and Restrictions dated July 25, 2008, and recorded against the Property, and recorded in the Office of the Recorder of San Diego County on August 28, 2008, as file number 2008-0463011, which are being amended concurrently with the execution and recordation of this Subordination Agreement (collectively with any and all amendments thereto, the "Subordinate Declaration"). The Subordinate Declaration and Subordinate Deed of Trust, together with any and all amendments and modifications thereto and any and all other documents, agreements and instruments executed by Borrower and Subordinate Lender with respect to the Property shall be referred to collectively herein as the "Subordinate Loan Documents". D. Senior Lender, Borrower and Subordinate Lender all agree and desire to execute this Subordination Agreement to memorialize their understanding and agreement with regard to the respective priorities of each of the above -referenced documents. It is the intention of the parties that the Senior Loan Documents shall unconditionally continue to be and remain at all times a liens, claims or charges on the Property prior and superior to the Subordinate Loan Documents. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Senior Lender, Borrower and Subordinate Lender hereby agree as follows: E:\CLIENTS\National City11101 D Street (Casa Familiar)\City Loan Increase (HOME)\Final\Subordination (IIOME).doc 8487 AGREEMENT 1. Permission to Places Liens on Property. Senior Lender and Subordinate Lender each agrees, notwithstanding any prohibition against additional liens on the Property contained in the Senior Loan Documents or the Subordinate Loan Documents, to permit recordation of the recordable Senior Loan Documents and Subordinate Loan Documents against the Property, including without limitation, (i) the Amendment to Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, which is being recorded concurrently with this Subordination Agreement and which amends the Subordinate Deed of Trust; and (ii) the Amendment to Covenants, Conditions and Restrictions, which is being recorded concurrently with this Subordination Agreement and which amends the Subordinate Declaration. 2. Subordination of Subordinate Loan Documents. Subordinate Lender agrees to unconditionally subject and subordinate the liens, claims and charges of the Subordinate Loan Documents, and all present and future indebtedness and obligations secured thereby, in favor of the liens, claims and charges upon the Property of the Senior Loan Documents. The Senior Loan Documents are and shall at all times remain liens, claims and charges on the Property prior and superior to the Subordinate Loan Documents, and to all rights and privileges of Subordinate Lender, thereunder. 3. Subordinate Lender Notice and Cure Rights. (a) Notice to Subordinate Lender. In the event of any default (a "Senior Loan Default") of Borrower under the Senior Loan Documents, Senior Lender shall deliver to Subordinate Lender a copy of any notice of such Senior Loan Default (a "Senior Loan Default Notice") that is delivered to Borrower, concurrently with delivery to Borrower of the same. (b) Cross Default. Borrower and Senior Lienholder agree that a default under the Senior Loan Documents shall constitute a default under the Subordinate Loan Documents and the Subordinate Lender shall have the right to exercise all rights or remedies under the Subordinate Loan Documents in the same manner as in the case of any other default under the Subordinate Loan Documents. (c) Cure Rights. In the event of a Senior Loan Default, Subordinate Lender shall have the right, but not the obligation, to cure such Senior Loan Default on or before ninety (90) days after the later of (i) expiration of any notice and cure period afforded Borrower pursuant to the Senior Loan Documents; or (ii) the date Subordinate Lender receives a copy of the Senior Loan Default Notice. (d) Right to Assume and Assign. In the event of a Senior Loan Default, and provided Subordinate Lender has cured all monetary Senior Loan Defaults, if any, Subordinate Lender shall have the right, but not the obligation, to foreclose on the Subordinate Deed of Trust and acquire the Property from Borrower (or obtain a deed in lieu of foreclosure from Borrower) and to assume the Senior Loan Documents and/or to assign such assumption rights (either before or after Subordinate Lender forecloses on the Subordinate Deed of Trust or obtains a deed in Lieu of foreclosure from E_\CLIENTS\National City11 101 D Street (Casa Familiar)\City Loan Increase (HOME)\Final\Subordination (HOME).doc 8488 Borrower) to a nonprofit public benefit corporation selected by Subordinate Lender and subject to the reasonable written consent of Senior Lender. 4. Borrower Consent. Borrower has read, understands, acknowledges and hereby consents to each and every provision of this Subordination Agreement. 5. Notices. Senior Lender, Borrower, Subordinate Lender and Optionee agree to give to each other copies of all notices of events of default under their respective documents. All notices given under this Subordination Agreement must be in writing and will be served effective upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight (48) hours after deposit in certified United States mail, postage prepaid, sent to the party at its address appearing below. Those addresses may be changed by any party by written notice to all other parties. If to the Senior Lender: City of National City 1243 National City Boulevard National City, CA 91950-4397 Attention: Community Development Director If to Borrower: Casa Familiar, Inc. 119 West Hall Street San Ysidro, CA 92037 Attention: President and CEO If to Subordinate Lender: Donald J. Healy and Linda L. Healy, Trustees Healy Family Living Trust, dated August 3, 1973 1167 Sunset Cliffs Boulevard San Diego, CA 92107 6. Whole Agreement; Binding Effect. This Subordination Agreement is the whole and only agreement with regard to the priority of the liens, claims and charges of the Senior Loan Documents and Subordinate Loan Documents. This Subordination Agreement is binding on and inures to the benefit of the legal representatives, heirs, successors and assigns of the parties. 7. Attorney's Fees. If any party to this Subordination Agreement brings an action to interpret or enforce its rights under this Subordination Agreement, the prevailing party will be entitled to recover its costs and reasonable attorney's fees as awarded in the action. 8. Governing Law. This Subordination Agreement is governed by, and shall be construed in accordance with. the laws of the State of California. 9. Counterparts. This Subordination Agreement may be executed in counterparts, and all counterparts constitute but one and the same document. E:\CLIENTS\National City 11101 D Street (Casa Familiar)\City Loan Increase (HOME)\Final\Subordination (HOME).doc 8489 10. Signature Authority. All individuals signing this Subordination Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to each other party hereto that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. IN WITNESS WHEREOF, the parties have executed this Subordination Agreement as of the date first set forth above and agree to be bound hereby. SENIOR LENDER: Healy Family Living Trust, dated August 3, 1973, as amended L,, L�,' 1./ 7 • Donald J. Heily, Trustee Judy L. Healy, Trustee BORROWER: Casa Familiar, Inc., a California nonprofit public benefit corporation By: Andrea Skorepa, Presi¢lent and CEO SUBORDINATE LENDER: City of Ijiatielnal City By on Morrison, Mayor APPROVED AS TO FORM: George H. Eiser, III Legal Counsel to Subordinate Lender F:\CLIENTS\National City\I 101 D Street (Casa Familiar)1Ctry Loan Increase (HOME)\Final\Subordination (HOME).doc State of California County of San Diego ) ) ) ACKNOWLEDGMENT 8490 On Abe✓/ , Loo, , 2009, before me,fr%aid 4,kete#11:/1 Not y&4Jlli > personally appeared AN DRE. 5K,aF:kPA1 who proved to me on the basis of satisfactory evidence to be the person(e whose name( Ts are subscribed to the within instrument and acknowledged to me that :iQ they executed the same in ]ai their authorized capacity(4es), and that by hi Jtheir 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. Signature ACKNOWLEDGMENT State of California ) ) County of San Diego ) On (2- I , 2009, before me, 01 MICHAEL R. FREEDMAN Commission # 1846675 Notary Public - California I San Diego County It My Comm. Expires Apr 30, 2013 (Seal) personally appeared (729A,. id T, f f ek Iv %;,i,,/e , who proved to me on the basis of satisfactory evidence to be the Orson(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 perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature du44,0 i EGULu.Z-- WILLIAM LANCE VALENTE COMM. # 1842733 NOTARY PUBLIC - CALIFORNIA w SAN DIEGO COUNTY n COMM, EXPIRES APRIL 26, 2013 a' (Seal) E:\CLIENTS\National City \1101 D Street (Casa Fumiliar)\City Loan Tncrrease (HOME)\Final\Subordination (HOME).doc State of California County of San Diego ) ) ) ACKNOWLEDGMENT 8491 On j z — [ g , 2009, before me,W1 JJi d tvi LA Kc Al egie 4% � personally appeared - �vo[ L %f Coti l 17tss �t� who proved to melon the basis of satisfactory evidence to be thePeeson(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 perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature State of California County of San Diego ) 1"•: WILLIAM LANCE VALENTE COMM. # 1842733 NOTARY PUBLIC - CALIFORNIA w SAN DIEGO COUNTY 0 COMM, EXPIRES APRIL 26 2013 "4 ACKNOWLEDGMENT (Seal) On , 2009, before me, personally appeared 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 perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) E:\CLIENTS\National City11101 D Street (Casa Familiar)\City Loan Increase (HOME)\Final\Subordination (HOME).doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT 8492 State of California County of sAN.t �It✓C,0 )§ On Ja ,o.Rr( CP 20 10 , before me, c, 4 Lrs A. KI I.55 _aggila notary public, personally appeared reotJ Name(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the personfta)'whose name s) is/are subscribed to the within instrument and acknowledged to me that he/ e/they. executed the same in his/Iter/thetr authorized capacie51,-and that by his/her/thrir signature(a)'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 forgoing paragraph is true and correct. WITNESS my hand and official seal. w CHARLES A. NISSLEY JR. COMM.01756224 m t�rlaroo� - My Come. Ems. Jul/ 3.2011 Place Notary Seal above Signatute ****************************************************************************** OPTIONAL Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other than named above Capacity(ies) Claimed By Signer(s) Signer's Name(s) Individual Husband and Wife Corporate Officer-Title(s) Partner- Limited General Auttorney-in-Fact Trustee Guardian or Consecrator Other Signer(s) is/are representing 8493 Exhibit "A" Property Description The land referred to is situated in the County of San Diego, State of California, described as follows: LOT 12 AND THE NORTH HALF OF LOT 13 OF JENNIE M. HOBSON SUBDIVISION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1887, FILED IN THE COUNTY RECORDER'S OFFICE, FEBRUARY 26, 1926, EXCEPTING THEREFROM THE EAST 10 FEET THEREOF. APN: 556-560-12-00 THE SOUTHERLY 94.00 FEET OF THE NORTHERLY 374.00 FEET OF THE EASTERLY 155.00 FEET OF THE WESTERLY 170.00 FEET OF THE EAST HALF OF THE WEST HALF OF 10-ACRE LOTS 13 AND 14 IN QUARTER SECTION 154 OF RANCHO DE LA NACION, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 166, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11, 1869. APN: 556-560-37-00 E:\CLIENTS\National City\I l01 D Street (Casa Familiar)\City Loan Increase (HOME)\Final\Subordination (HOME).doc RESOLUTION NO. 2008 - 133 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING THE ISSUANCE OF TAX-EXEMPT OBLIGATIONS BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY FOR CASA FAMILIAR, INC. WITH RESPECT TO THE PROPOSED ACQUISITION AND REHABILITATION OF MULTIFAMILY HOUSING PROJECTS WHEREAS, the California Statewide Communities Development Authority (the "Authority"), of which the City of National City (the "City") is a member pursuant to the provisions of that certain Amended and Restated Joint Exercise of Powers Agreement Relating to the California Statewide Communities Development Authority, dated June 1, 1988 (the "Agreement"), is authorized by the laws of the State of California (the "Law") to cause the execution and delivery of taxable and tax-exempt obligations for the purpose of financing educational and other facilities owned and operated by nonprofit public benefit corporations located within the area of operation of the Authority; and WHEREAS, Casa Familiar, Inc. (the "Borrower"), a nonprofit public benefit corporation formed exclusively for charitable purposes, including providing affordable housing, has requested the Authority to cause the issuance of tax-exempt obligations (the "Obligations") in the approximate amount of $1,250,000, the proceeds of which will be applied to finance (i) the acquisition, rehabilitation and equipping of an eight unit multifamily housing development located at 1111 D Avenue, National City, California 91950 (the "D Avenue Project") to be owned and operated by the Borrower and (ii) the acquisition, rehabilitation and equipping of a ten unit multifamily housing development located at 1101-19 E Avenue, National City, California 91950 (the "E Avenue Project" and the D Avenue Project, the "Projects") to be owned and operated by the Borrower; and WHEREAS, the amount of Bonds allocable to the D Avenue Project shall not exceed $650,000, and the amount of Bonds allocable to the E Avenue Project shall not exceed $600,000; and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986 (the "Code") requires that the "applicable elected representative" with respect to the Projects hold a public hearing on the issuance and delivery of the Obligations; and WHEREAS, the City Council, as the "applicable elected representatives" to hold said public hearing, has held said public hearing at which all those interested in speaking with respect to the financing of the Projects were heard; and WHEREAS. Section 6586.5 of the Califomia Government Code (the "Government Code") requires that the City Council approve the financing upon a finding of significant public benefit after a public hearing following publication of at least five days' written notice in a newspaper of general circulation in the City; and WHEREAS, the City Council has on the date hereof held a public hearing following duly published notice thereof and all persons desiring to be heard have been heard. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City, as follows: Section 1. The City Council hereby finds and determines that the foregoing recitals are true and correct. Resolution No. 2008 —133 July 1, 2008 Page 2 Section 2. The City Council hereby approves the issuance of the Obligations with respect to the proposed Projects by the Authority. Section 3. The issuance and delivery of the Obligations shall be subject to the approval of and execution by the Authority of all financing documents relating thereto to which the Authority is a party and subject to the sale of the Obligations by the Authority. Section 4. The Corporation shall be responsible for the payment of all present and future costs in connection with the issuance of the Obligations, including, but not limited to, any fees and expenses incurred by the City in anticipation of the issuance of the Obligations. The payment of the principal, prepayment premium, if any, and purchase price of and interest on the Obligations shall be solely the responsibility of the Corporation. The Obligations shall not constitute a debt or obligation of the City. Section 5. This Council hereby determines that it is appropriate for the Authority to cause the issuance of the Obligations to finance the acquisition, rehabilitation, construction, and development of the Projects, and hereby approves the issuance of the Obligations. it is the purpose and intent of the Council that this resolution constitute approval of the Obligations for the purposes of Section 9 of the Agreement. Section 6. This Council hereby finds that the financing of the Projects will result in significant public benefits to the citizens of the City pursuant to Section 6586 of the Govemment Code, including demonstrable savings in effective interest rate, bond preparation, bond underwriting, or bond issuance costs. Section 7. The adoption of this Resolution is solely for the purpose of meeting the requirements of the Code and the Government Code, and shall not be construed in any other manner, the City nor its staff having fully reviewed or considered the financial feasibility of the financing of the Projects or the expected operation of the Projects with regards to any State of California statutory requirements, and such adoption shall not obligate, without further formal action to be taken by this Council, (i) the City to provide financing to the Corporation for the financing of the acquisition, construction and development of the Projects or to cause the delivery of the Obligations for the purpose of such financing; or (ii) the City, or any department of the City, to approve any application or request for, or take any other action in connection with the ownership or operation of the Projects. Section 8. The City Clerk shall forward a certified copy of this Resolution and a copy of the affidavit of publication of the public hearing notice to: Stephen G. Melikian Jones Hall, A Professional Law Corporation 650 California Street, 18th Floor San Francisco, CA 94108 Section 9. This Resolution shall take effect from and after the date of its passage and adoption. --- Signature Page to Follow --- Resolution No. 2008 —133 July 1, 2008 Page 2 PASSED and ADOPTED this 1st day of July, 2008. on Morrison, Mayor ATTEST: Mi hael R. Della ity Clerk APPROVED AS TO FORM: n 1 t George K. Eiser, III City Attorney City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE July I, 2008 AGENDA ITEM NO. 16 ITEM TITLE PUBLIC HEARING FOR THE ISSUANCE OF CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTIIORITY REVENUE BONDS IN AN AMOUNT NOT TO EXCEED S 1,250,000 IN CONNECTION WFFH "L'HE CASA FAMILIAR, INCORPORATED ACQUISITION AND REHABILITATION PROJECT PREPARED BY Alfredo Yharra (Ext. 4279) DEPARTMENT Community Development Department, Housing and Grants Division EXPLANATION Pursuant to Section 147(d) of the Internal Revenue Code and Section 6586.5 of the California Government Code, the City Council is being asked to hold a public hearing to provide an opportunity for all interested persons to speak or to submit written comments concerning the proposal to issue the debt and the nature or location of the project. The California Statewide Communities Development Authority (CSCDA) proposes to issue multifamily housing revenue bonds in the amount not to exceed $1,250,000 and to lend the proceeds to Casa Familiar, inc., a California nonprofit public benefit corporation. the proceeds of which will he applied to finance (i) the acquisition, rehabilitation and equipping of an eight unit multifamily housing development located at 1111 D Avenue, National City, California 91950 (the "D Avenue Project") to be owned and operated by Casa Familiar, Inc., a California nonprofit public benefit corporation (the "Borrower') and (ii) the acquisition, rehabilitation and equipping of a ten unit multifamily housing development located at 1101-19 F. Avenue, National City, California 91950 (the "F. Street Project") to be owned and Uperated by the Borrower. Environmental Review N/ N/A Financial Statement 'there is no fiscal impact associated with this request. Approved By: Finance Director Account No. STAFF RECOMMENDATION N/A BOARD / COMMISSION RECOMMENDATION ATTACHMENTS ( Listed Below) Resolution No. 1. Background Report A-200 (9/99)