HomeMy WebLinkAboutC-6377(G) - Notice - This Subordination Agreement Results in Your Security Interests in the Property Becoming Subject to and of Lower Priority than the Lien Identified in the AgreementCommonwealth Land Title Company
WHEN RECORDED MAIL TO:
Century Housing Corporation
1000 Corporate Pointe
Culver City, CA 90230
Attention: Legal Department
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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NOTICE
THIS SUBORDINATION AGREEMENT
RESULTS IN YOUR SECURITY INTERESTS IN THE PROPERTY
BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN
IN THIS AGREEMENT
THIS SUBORDINATION AGREEMENT ("Agreement") is made this 17`i`, day of
December, 2015, by Newport Veterans Housing LP, a California limited partnership
("Borrower"), Century Housing Corporation, a California nonprofit corporation ("Century"),
and City of Newport Beach ("Lender").
RECITALS
A. Borrower has executed that Deed, of Trust (Name) dated qSt41 2015,
recorded as Instrument No.:20t50Wbqr0rm the Orange County Official Records
("Official Records") ("Lender Deed") encumbering that certain real property located in the
County of Orange, State of California, as more particularly described in Exhibit A attached
hereto (the "Property"). The Lender Deed secures Borrower's obligations under a
promissory note in favor of Lender (the "Lender Note') in the amount of.$1,975,000.00.
B. Borrower has executed, or is about to execute a promissory note in favor of
Century in the face amount of $1,997,000.00 (".Century Note") of even date herewith, and
evidencing a loan (the "Century Loan") in such amount to Borrower by Century. The
Century Note is to be secured by a deed of trust executed by Borrower of even date herewith
in favor of Century, encumbering the Property which will be recorded in the Official Records
("Century Deed").
C. As a condition of making the Century Loan, Century requires that the Century
Deed be (and at all times remain a lien or charge upon the Property) prior and superior to all
rights of Lender under the Lender Deed, and all indebtedness secured thereby, and that
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Lender specifically subordinate the lien of the Lender Deed, and all the indebtedness secured
thereby, to the lien or charge of the Century Deed.
D. Lender and Borrower intend that the Century Deed shall be and remain at all
times a lien or charge upon the Property prior and superior to Lender's rights under the
Lender Deed and all indebtedness secured thereby. Lender has agreed to specifically
subordinate and subject the Lender Deed, and all indebtedness secured thereby, together with
all rights and privileges of Lender thereunder, to the lien and charge of the Century Deed.
E. It is to the mutual benefit of the parties hereto that Century make the Century
Loan to Borrower, and Lender is willing that the Century Deed securing the Century Loan
shall, when recorded, constitute a lien or charge upon the Property which is prior and
superior to the Lender Deed, and all indebtedness secured thereby.
F. IT IS BEING UNDERSTOOD, NEVERTHELESS, that the subordination of
said Lender Deed does not in any respect alter, diminish or limit the right of the Lender to
proceed on the underlying obligation as evidenced by said Lender Note. The terms of said
Lender Note shall remain in full force and effect despite this subordination of the
aforementioned Lender Deed.
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, it is hereby agreed as follows:
1. The foregoing Recitals are hereby incorporated into this Agreement.
2. Except as expressly provided herein, this Agreement shall not operate or be
construed to alter the priority of the Lender Note with regard to any legal or equitable interest
in the Property. Borrower shall hold Lender harmless from any impairment of its lien (with
regard to any third party) which is occasioned by this subordination.
3. The Century Deed securing the Century Note and any modifications, renewals
or extensions thereof, and any advances (including interest thereon) thereunder or secured
thereby (up to a maximum loan amount of $3,000,000.00), shall be and remain at all times a
lien or charge on the Property, prior and superior to the Lender Deed
4. This Agreement shall be the whole and only agreement between the parties
hereto with regard to the subordination of the Lender Deed, and all indebtedness secured
thereby, and all loans, grants and advances of money made pursuant thereto, together with all
rights and privileges of Lender thereunder, to the lien or charge of the Century Deed, and
shall supersede and cancel, but only insofar as would affect the priority of the Lender Deed,
and any prior agreements to subordinate the Lender Deed, and all indebtedness secured
thereby to the Century Deed.
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5. Lender declares, agrees, and acknowledges that:
a. Century, in making disbursements pursuant to any such agreements is
under no obligation or duty to, nor has Century represented that it will, see to the application
of such proceeds by the person or persons to whom Century disburses such proceeds, and any
application or use of suchproceeds for purposes otherthan those provided for in such
agreement or agreements shall not defeat the subordination herein made in whole or in part;
and
b. It intentionally waives, relinquishes, subjects and subordinates the
Lender Deed, in favor of the lien or charge upon the Property of the Century Deed and
understands that in reliance upon, and in consideration of, this waiver, relinquishment,
subjection, and subordination, specific loans and advances are being and will be made and, as
part and parcel thereof, specific monetary and other obligations are being and will be entered
into which would not be made or entered into but for said reliance upon this waiver,
relinquishment, subjection and subordination.
6. This Agreement may be executed in one or more counterparts,, all of which
when taken together sball constitute a single instrument, and any party hereto may execute
this Agreement by signing any such counterpart.
7. Century shall give concurrent notice to the Lender of any notices of default to
the Borrower or change in terms of the Century Deed.
8. Century shall provide to Lender a fully executed copy of all of the agreements
between Century and the Borrower upon execution of such agreements.
9. This Agreement shall terminate upon the final and indefeasible payment in full
of the principal amount of, all interest and premium on, and all other amounts in respect of,
the Century Loan.
10. Except to the extent stated in this Agreement, this Agreement does not modify
or affect otherwise any other agreement that either party may have with third parties,
including but not limited to, Borrower. This Agreement also does not grant any right,
benefit, priority, or interest to any third parties, including but not limited to, Borrower.
11. In the event the Century Loan or Century Deed is declared in default, Century
may, at its option, liquidate and/or sell the Property. Lender agrees (a) to accept, if any, cash,
certified funds or a U.S. Treasure check(s) in connection with any purchase of Lender's note
or any foreclosure or liquidation bid by Century; (b) to provide Century with the loan
payment status, loan payment history, and an itemized payoff statement of the Lender Note;
(c) to provide Century with copies of any appraisals, environmental investigations, or title
examinations or searches of the Property conducted by or for Lender, and (d) to provide any
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other information about Borrower or the Lender Deed or Lender Note requested by Century
in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Subordination
Agreement as of the day and year first above written.
Borrower: Newport Veterans Housing LP, a California limited partnership
By: CDP Newport LLC, a California limited liability company
Its: Administrative General Partner
By: Community Deve oprn t Partners, a California corporation
Its: Sole MT a 'ng Member
By:
Eric Paine, CEO
By: Mercy House Livir3g Centers, a California nonprofit public benefit
corporation, Its: Managing General Partner
By:
Laii�Haynes, President
Century: Century Housing Corporation, a California nonprofit corporation
By:
Ronald M. Griffith, President\CEO
Lender: City of Newport Beach
By:
[name]
[title]
ATTEST:
By: .
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
By:
Aaron C. Harp, City Attorney
Page 4 of 10
other information about Borrower or the Lender Deed or Lender Note requested by Century
in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Subordination
Agreement as of the day and year fust above written.
Borrower: Newport Veterans Housing LP, a California limited partnership
By: CDP Newport LLC, a California limited liability company
Its: Administrative General Partner
By: Community Development Partners, a California corporation
Its: Sole Managing Member
signed in counterparts
By:
Eric Paine, CEO
By: Mercy House Living Centers, a California nonprofit public benefit
corporation, Its: Partner
signed in Comferparts
Larry Haynes, President
Century: Century H 'ng Corporation, a California nonprofit corporation
By: V
Ronald M. Griffi sident\CEO
Lender: City of Newport Beach
signed in counterparts
M
[name]
[title]
ATTEST: ti aadincanmpuft
By:
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
signed in counterparts
Aaron C. Harp, City Attorney
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other information about Borrower or the Lender Deed or Lender Note requested by Century
in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Subordination
Agreement as of the day and year first above written.
Borrower: Newport Veterans Housing LP, a California limited partnership
By: CDP Newport LLC, a California limited liability company
Its: Administrative General Partner
By: Community Development Partners, a California corporation
Its: Sole Managing Member
1.2
Eric Paine, CEO
By: Mercy House Living Centers, a California nonprofit public benefit
corporation, Its: Managing General Partner
Larry Haynes, President
Century: Century Housing Corporation, a California nonprofit corporation
Lo
Ronald M. Griffith, President\CEO
Lender: City of Ne -)rt Beach
By:
E ward D. Sehch
Mayor
ATTEST: 41rown By:LeilCity Clerk
APPROVED AS TOwl—
By:
Aaron C. arp, City Attorney
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A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document, to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.
State of California
County of Orange
On December%L, 2015, before me, T, rw W I'D r
Notary Public, personally appeared Eric A. P to ne who proved to me on the basis of
satisfactory evidence to be the personW whose name{P'jri are subscribed to the within
instrument and acknowledged to me thatt&she/they executed the same ino"er/their
authorized capacity(ia4), and that by his/her/their signature(A) on the instrument the person( K),
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.
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TImmbMr NNGER
Coelon ♦ 20990N
z
Not" ftlic 7]§ • ColuCounty a Uranp anQe County
M Comm. Expires Feb 8 2019
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document, to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.
State of California
County of Orange
On December U, 2015, before me, Tyr• W1naee,
Notary Public, personally appeared Larry Haynes who roved to me on the basis of
satisfactory evidence to be the person(4 whose namedare subscribed to the within
instrument and acknowledged to me that(ty/she/they executed the same in&her/their
authorized capacity( je's), and that by( her/their 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.
A WC�
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TIM WIMtiEN
--------------------
CoMmft n • 2044074
Le Mary PY01k - CMIt"a
M Conk fulm CW*
* 8 2014
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document, to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.
State of California
County of Los Angeles
On December��015, before me, !� l�,v,✓�#`
Notary Public, personally appeared Ronald M. Griffith 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 d Snd Offi KAREN A. BENNETT-GREEN
Commission # 2079888
Notary Public - California
Los Angeles County
My Comm. Expires Se 26, 2018+
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of 0y2y-Ar.1 C r )
On Dg --_C_18 ?y(5 before mejeNN1ee", iYllx,4C-1 iUD`fRk-i t?Uf'uc
Date Here Insert Name and Title of the Officer
personally appeared Lrj l fjP(L!:) D • C EC Lc
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose names} is/are
subscribed to the within instrument and acknowledged to me that he/sheFtkey executed the same in
hlsAier/ttteir authorized capacity(les), and that by hisfherr& signatures) on the instrument the person(s),
or the entity upon behalf of which the persora(s)-acted, executed the instrument.
JENNIFER ANN MULVEY
Commission # 2045022 =
z- Notary Public - California
z orange County
Comm. Ex ares Oct t Z, E
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS rrw hand and official seal.
Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Number of Pages:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other.
Signer Is Representing:
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
EXHIBIT_A
Property Description
All that certain real property situated in the County of Orange, State of California, described
as follows:
Lots 11, I2 and 13 in Block 160 of River Section, Newport Beach, in the City of Newport
Beach, County of Orange, State of California, as shown on a map recorded in Book 4, Page
25 of Miscellaneous Maps, in the office of the County Recorder of said County.
EXCEPT therefrom Lot 11 all oil, gas, minerals and other hydrocarbon substances lying
below a depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 50 feet
EXCEPT therefrom Lot 13 all oil, gas, minerals and other hydrocarbon substances lying
below a depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 50 feet
EXCEPT therefrom Lot 12 all oil, gas, minerals and other hydrocarbon substances lying
below a depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 400 feet
Assessor's Parcel Number: 045-114-f 5
Address: 6001 Newport Shores Drive, Newport Beach, CA 92663.
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