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HomeMy WebLinkAboutContracts & Agreements_88-2008_CCv0001.pdf ~ . , - RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CitimnrtgoQe. |no. 45OMamaroneck Ave, Harrison, New York 1OS2B Attn: Gary R. Smith Assessor's Parcel No. D2Q2-168-27 SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT ("Subordination Agreement") made as of June 17, 2008. by LOk8A LINDA UNIVERSITY BEHAVIORAL MEDICINE CENTER. INC., o California non-profit religious corporation (''Borrower'). the CITY OF REDLANDS, a municipal corporation (the "City"), and C[T|KAORTGAGE. |NC, ("Lender"), as assignee of California Economic Development Authority ("Issuer"), RECITALS & Borrower, as ouoceoaur-in-interest tn Citrus Investors, LLC. o California limited liability company, is the owner of o fee simple interest in and to that certain real property situated in the City of Red|an6a. County of San Bernardino. State of California, as more particularly described in Exhibit ''/Y'attached hereto (the''Proporty''). B, Pursuant to Paragraph of that certain StormwahsrTreatment Device and Control yWeaoun* Access and Maintenance Agreement dated as of June 4. 2007. by and between the City and Borrower("City Agreement"), and recorded on June 7, 2007, in the Official Records of the County of San Bemandino. California, as Document No, 2007-0343802. the City Agreement constitutes a lien against the Property ("City Lien") in such amount as will fully reimburse the City to cause any necessary maintenance to be completed in the event Borrower fails to perform the necessary maintenance required bythe City Agreement. C. Borrower has obtained or will obtain m loan in the principal num of $17,464,558.75 (the ^Loan^), which is evidenced by (i) that certain Promissory Note dated June 19. 2008. infavor ofIssuer ("Note"), which Note evidences o loan made by Issuer to Borrower. and (ii) that certain Loan Agreement by and among Borrower, Issuer and Lender dated as of June 1. 2008 ("Loan Agreement"). The Loan iesecured, in part. bythat certain Deed ofTrust, with Assignment of Rents. Security Agreement, and Financing Statement dated as of June 1. 2008. executed by Borrower for the benefit of |sauer, as assigned to Lender (the "Deed of Trust"), to be recorded concurrently herewith in the Official Records of the County of Gan Bernardino, California. The Note shall beassigned, orhas been assigned, from Issuer toLender. D, As o condition of making the Loan. Borrower agreed to cause the Deed of Trust to be e lien or ohargeuponthaP,opedyoovenadthenabyprio/endsuperior1othe !ienorCharQeoftheCityLien 5268443 1 . . - EIt is to the mutual benefit of the parties hereto that Lender make the Loan to Borrower, and the City is willing that the Deed of Trust mho|1 be e lien or charge upon the Property covered thereby unconditionally prior and superior tothe||enorcharge ofthe City Lien. AGREEMENT N(JVV. THEREFDRE, in consideration of the mutual benefits accruing to the parties and other valuable considenatian,the receipt and sufficiency of which is hereby acknmm|edged, and in order to induce Lender to maintain the Loam to Bornower, it is hereby declared, understood and agreed as follows: 1That the Deed of Trust and any and all documents evidencing or securing the Loan (collectively, "Loan Dmcummrks''), and any modifiootiono, amendmento, nenmwo|o, increases or extensions thereof. are and shall unconditionally be at all times a lien or charge on the Property therein deoohbed, prior and superior to the lien or charge of the City Lien, including the rights contained therein. In connection therewith and without limiting the generality of the foregoing, the City acknowledges and agrees that, without the consent of the City. Borrower and Lender may. from time totime, (|) modify, omend, renew orextend the Loan Documents or innnaaoo the principal amount evidenced by the Loan Documents, (ii) enter into new documents \o secure the existing Loon. (iii) enter into additional loans secured by the Property. or (iv) record against the Property any of such documents after the execution of this Subordination Agreement (individually and collectively, "Additional Doouments''), and the lien or charge of the City Lien shall be and remain subordinate hothe lien or charge upon the property of such Additional Documents without any further action by the City. Borrower or Lender. 2 That Lender would not make the Loan without this Subordination Agreement. 3 That this Subordination Agreement shall bethe whole and only agreement with regard to the subordination of the lien or charge of the City Lien to the lien or charge of the Loan Documents and shall supersede and cance|, but only insofar as would affect the priority between the Loan Documents and the City Lien, any prior agreement ae to such subordination including, but not limited to, those proviaionm, if any. contained in the City Agneement, which provide for the subordination of the lien or charge thereof to another deed or deeds of trust or to another mortgage nrmortgages. 4 The City declares. agrees and acknowledges that the City intentionally and unconditionally subordinates the lien or charge of the City Lien in favor of the lien or charge upon the Property of the Loan Documents. ' 5, This Subordination Agreement may be executed in any number cfcounterparts, and any party hereto or thereto may execute any counterpart, each of which, when executed and delivered, will be deemed to be on ohgina|, and all of which counterparts of this Subordination Agreement, taken together, will be deemed to be but one and the same instrument. The execution of this Subordination Agreement by any party or parties hereto orthereto will not become effective until counterparts hereof orthereof, as the case may be, have been executed by all the parties hereto or thereto. G. The Qty acknowledges and certifies to Lender that no vio|otion, default orevent ofdefault (or events which would become such with the giving of notice or passage oftime orboth) currently exist under the City Agreement. 7 The City agrees tunotify Lender ofany event cfdef uhundertheCit/AyreementbyBorrownra1 the same time awritten notice|s provided to Borrower atthe following address: sz»o�w�� 2 ~ . CitimortgaQe. }nu. 45DMamaroneck Ave. Harrison, New York 1D528 Attn: Attn: Healthcare &Energy Account Services 8, In furtherance of the foregoing, the City agrees to execute. 1f requested by Borrower or Lander, an additional agreement, in form and content reasonably similar to this Subordination Agreement, and otherwise in recordable form, to evidence the subordination of the lien or charge of the C}h/ Lien hothe lien orcharge ofany Additional Documents. B. In the event of a conflict between any barm, condition or provision in this Subordination Agreement and the City Agneement, the barm, condition and provision in this Subordination Agreement shall prevail and the City Agreement is deemed to be amended thereby. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON REAL PROPERTY TO OBTA|N, K8[>D|FY OR EXTEND A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF SAID PROPERTY. [Signature page tofoUow] 1,'16844 3 IN WITNESS WHEREOF, the City, Borrower and Lender have executed this Subordination Agreement as of the date first above written, "BORROW'ER" LOMA LINDA UNIVERSITY BEHAVIORAL MEDICINE CENTER, INC., a California non-profit religious organization By: Name: Its: By Name: Its: "Zoe- "CITY""CITY" CITY OF REDLANDS, a municipal corporation By: Name: Jon Harrison Lurie P�iy�er It§v" Mayor City Cleric � "LENDER" CITIMORTGAGE, INC. By. Name: Its: 526844, EXHIBIT"A" [Legal Description', PARCELS 2 AND 3 OF PARCEL KAP NO, 13966, IN, THE CITY OF REDLAI'WS, COUNTY OF SAN BERNARDINO. STATE OF CALIFORNIA, AS PER PLAT MAP 166, PAGES 12 THROUG14 14, INCLUSIVE, OF PARCEL &JAIIS, IN TjfE OFFICE OF TIME RECORDER OF SAID COUNTY, TOGETHER WITH THAT PORTION OF IOWA STREET LYING BETWEEN THE WESTERLY PROLONGATION OF Tf]E NORTHERLY AND SOUTHERLY LINES OF SAID PARCEL 2, AS VACATED BY RESOLUTION NO. 6494,RECORDED JUNE 12,2006 AS INSTRUMENT NO.2006- 0399831,OF OFFICIAL RECORDS,AND THAT PORTION OF BARTON ROAD LYING BETWEEN TtfE sojrTHERLY PROLONOATIONS OF THE WESTERLY AND EAS'M*RLY LINES OF SAID PARCEL 3, AS VACATED BY RESOLUTION NO, 6495, RECORDED JUNE 12, 2006 AS fNS'j*R(j',\4Ej4T'kN'O.2006-0399530 OF OFFICIAL"CORDS. 526844-3, . ^ . . ^ STATE[FCALIFORNIA ) > as COUNTY OF ) On before me a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) islare 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 iutrue and correct. WITNESS myhand and official seal. Notary Public STATE OFCALIFORNIA ) ) as COUNTY OF ) On before me a Notary PubUc, personally appeered who proved 0omaonthe basis cn�x/�a�oryevmence to be 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 signatune(o) on the instrument the pemon(s), orthe entity upon behalf ofwhich the parson(o)aobad. executed the I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph iatrue and correct. WITNESS myhand and official seal. Notary Public 5za»**3 6 ^ � ` ^ ^ STATE Or' CALIFORNIA ) ) ss COUNTY OF ) On before me, a Notary Public, personally appeared .who proved 0omemnthe basis cfsatisfactory evidence to be the person(o)whose name(o) is/are subscribed tothe within matrumont, and acknowledged no me that ha/aha8heyexacuted the same in hia/hec/theirauthorized oapaoity(|eo), and that by him/her/their signature(s) on the instrument the person(s), orthe entity upon behalf ofwhich the peraon(m)achsd. executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph istrue and correct, WITNESS myhand and official seal. Notary Public STATE OFCALIFORNIA ) ) as COUNTY OF ) On . beforeme. . e Notary Public, personally appeenad . who proved tomeonthe basis ofsatisfactory evidence tubethe person(s)whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in hidhec/the|reuthorized capeuity(ies), and that by his/her/their signature(sl on the instrument the person(s'i, 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 iotrue and correct- WITNESS myhondandoffioie| aea|. Notary Public uzs844,s 7 Teresa Ballin2er From: Balisy, Sam S. [Sam.Balisy@KutakRock.com] Sent: Tuesday, June 17, 2008 11:11 AM To: Teresa Ballinger; Borrie Poyzer Cc: Steven Dukett; Dave Saunders; Dan McHugh Subject: Loma Linda University Behavioral Medicine Center Attachments: Subordination Agreement (City of Redlands)—Citibank—Loma Linda (3).pdf t Subordination Agreement(City...Attached is the correct version of the Subordination Agreement to be signed by all of the parties. This version reflects two signature blocks for Loma Linda instead of gust the one that was in the prior version. Could you please have three copies of this document signed by the City? The signature should be notarized. Thank you for your assistance. <<Subordination Agreement (City of Redlands) Citibank Loma Linda (3) .pdf>> Sam S. Balis,,,, Esq. Kutak Rock LLP 515 South Figueroa Street Suite 1240 Los Angeles, California 90071 Main (213) 312-4000 Direct (213) 312-4009 Fax: (1213) 312-4001 sam.balisv, kutakrock.com #############################################################################4M############ ###r################ A1,1Y FEDERAL TAX ADVICE CONTAINED IN THIS MESSAGE SHOULD NOT BE USED OR REFERRED TO IN THE PROMOTING, MJARKETING OR RECOMMENDING OF ANY ENTITY, INVESTMENT PLAN OR ARRANGEMENT, A114D :,X 7� P V SUCH ADVICE IS NOT INTENDED OR WPITTEN TO BE USED, PIj B A TAXPAYER FOR CANNOT BE USED, Y THE PURPOSE OF AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE. #li#####################-tltl##4t,############-Tllt###t4f####i4t,###############t4#i"t#####"r#####i.�####-t"#####4I This E-mail message is confidential, is intended only for the named recipient (s) above and may contain information that is privileged, attorney work product or otherwise protected by applicable law. if you have received this message in error, please notify the sender at 402-346-6000 and delete this E-mail message. Thank you. ###########################-Ut##########################################################Iut##4r ################### Teresa Ballinger From: Balisy, Sam S. [Sam.Balisy@ KutakRock,com] Sent: Tuesday, June 17, 2008 11:31 AM To: Teresa Ballinger Subject: Subordination Agreement Theresa, Diane Boday, Vice President will be signing for citimortgage. Sam S. Balisy, Esq. Kutak Rock LLP 515 south Figueroa Street Suite 1240 Los Angeles, California 90071 Main (213) 312-4000 Direct (213) 312-4009 Fax: (213) 312-4001 sam.balisygkutakrock.comp #######################################################4################################## ################### ANY FEDERAL TAX ADVICE CONTAINED IN THIS MESSAGE SHOULD NOT BE USED OR REFERRED TO IN THE PROMOTING, MARKETING OR RECOMMENDING OF ANY ENTITY, INVESTMENT PLAN OR ARRANGEMENT, AND SUCH ADVICE IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY A TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE. ####4##############################,####################################################### ################### This E-mail message is confidential, is intended only for the named recipient (s) above and may contain information that is privileged, attorney work product or otherwise protected by applicable law. If you have received this message in error, please notify the sender at 402-346-6000 and delete this E-mail message. Thank you. ########################################################################################## ################### ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO SS CITY OF REDLANDS By the authority granted under Chapter 4., Article 3, Section 1181, of the California Civil Code, and Chapter I / 2 Division 3, Section 40814, of the California Government Code., on June 1", -008, before me, Teresa Ballinger, Assistant City Clerk, on behalf of Lorne Poyzer, City Clerk of the City of Redlands, California, personally appeared Jon Harrison, Mayor and Lorne Poyzer, City Clerk who proved to the on the basis of satisfactory evidence to be the person(s) whose name(s) i4are subscribed to the within Instrument and acknowledged to me that he/she4hey executed the same in his 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. tttttrrj WITNESS my hand and official seal. 01 oj� FIE04 '0 LORRIE POYZER, CITY CLERK PORA n 0�1 Teresa Ballinger, Assistant City Cie& (909)798-7531 ----------------------------------------------------------------------- CAPACITY CLAIMED BY SIGNER(S) Individual(s) signing for oneself/themselves Corporate Officer(s) Title(s) Company Partner(s) Partnership Attorney-In-Fact Principal(s) Trustee(s) Trust x Other Title(s): Mayor and City Clerk Entity Represented: City of Redlands, a municipal corporation ----------------------------------------------------------------------- THIS CERTIFICATE MUS TBE ATTACHED TO "THE DOCUMENT DESCRIBED BELOW: Title or-Type of Document: Subordination Agreement Date of Document: June 17, 2008 Signer(s.) Othei-Than Named Above: Loma Linda University Behavioral Medicine Center, Inc., by: Edward Field. Executive Director Finance; Joe Pollock, Administrator. and CitlMortgage, Inc. by Diane Boday, Vice President.