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Home My WebLink AboutCT 03-01; KSL La Costa Resort Co; 2008-0166957; Subordination AgreementRECORDING REQUESTED BY WHEN RECORDED MAIL TO: District Secretary Carlsbad Municipal Water District 1200 Carlsbad Village Dr. Carlsbad, CA 92008 Please record the document at no fee as it is to the benefit of the District (Gov. Code [6103].) DOC# 2008-0166957 APR 01,2008 8:00 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE GREGORY J. SMITH. COUNTY RECORDER FEES: 0.00 PAGES: SPACE ABOVE THIS LINE FOR RECORDER'S USE ASSESSOR'S PARCEL NO. PROJECT NO. & NAME: La Costa Resort & Spa 216-590-01-00 216-590-03-00 216-593-01-00 CT 03-01 Clubhouse waterline relocation PR 06-95 SUBORDINATION AGREEMENT (TRUST DEED HOLDERS) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AN/THE EASEMENT(S) IN THE REAL PROPERTY TO WHICH YOUR SECURITY INSTRUMENT ATTACHES AND HAS THE POTENTIAL EFFECT OF REDUCING THE VALUE OF YOUR SECURITY INTEREST. THIS AGREEMENT is made this ?/a day of ., 20 ot by KSL LA COSTA RESORT CO., LLC, a Delaware limited liability company, owner of the land hereinafter described and hereinafter referred to as "Owner," and Citigroup Global Markets Realty Corp., a New York corporation, the beneficiary under that certain deed of trust hereinafter described, hereinafter referred to as "Beneficiary;" WITNESSETH WHEREAS, KSL LA COSTA RESORT CO., LLC, a Delaware limited liability company, did execute a deed of trust, dated February 1, 2007 to Chicago Title Insurance Company as trustee, to secure a note in the sum of $160,000,000 dated February 1, 2007 in favor of Citigroup Global Markets Realty Corp., a New York corporation, recorded in the office of the 1 H:\Development Services\PROJECTS\CT FILES\CT 03VCT 03-01 La Costa Resort & Spa\Deeds-Easements\SUBORDINATION ACT TRUST DEED HOLDERS CITY (PR 06- 95 REV).doc 3643 County Recorder of San Diego County on February 1, 2007 as File No. 2007-0071831 of Official Records of said county; and WHEREAS, Owner has executed, or is about to execute, as grantor, a grant of EASEMENT, in favor of the Carlsbad Municipal Water District as grantee herein referred to as "Easement Grantee" creating AN EASEMENT more particularly described in EXHIBITS "A" and "B" attached hereto; and WHEREAS, Easement Grantee is willing to accept said EASEMENT provided the grant of EASEMENT is a charge upon the above described property prior and superior to the lien or charge of the deed of trust above mentioned and provided that Beneficiary will specifically and unconditionally subordinate the lien or charge of the deed of trust above mentioned to the lien or charge of the EASEMENT created in favor of Easement Grantee; and WHEREAS, it is to the mutual benefit of the parties hereto that Easement Grantee accept said EASEMENT and Beneficiary is willing that the grant of EASEMENT shall, when recorded, constitute a charge upon said land which is unconditionally prior and superior to the lien or charge of the deed of trust above mentioned. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Easement Grantee to accept said EASEMENT above referred to, it is hereby declared, understood and agreed as follows: 1. That said EASEMENT in favor of Easement Grantee shall unconditionally be and remain at all times a charge on the property therein described, prior and superior to the lien or charge of the deed of trust above mentioned. 2. That Easement Grantee would not accept said EASEMENT above described without this subordination agreement. 3. That this Agreement shall be the whole and only agreement with regard to the subordination of the lien or charge of the deed of trust above mentioned to the 2 H:\Development Services\PROJECTS\CT FILES\CT 03\CT 03-01 La Costa Resort & Spa\Deeds-Easements\SUBORDINATION AGT TRUST DEED HOLDERS CITY (PR 06- 95 REV).doc 3644 EASEMENT in favor of Easement Grantee above referred to and shall supersede and cancel, but only insofar as would affect the priority between the deed of trust and EASEMENT hereinbefore specifically described, any prior agreement as to such subordination including, but not limited to, those provisions, if any, contained in the deed of trust above mentioned, which provide for the subordination of the lien or charge thereof to another interest in the real property therein described. Beneficiary declares, agrees and acknowledges that: 1. l/(We) consent to and approve the grant of EASEMENT in favor of the Easement Grantee. 2. l/(We) intentionally and unconditionally subordinate the lien or charge of the deed of trust above mentioned to the EASEMENT in favor of Easement Grantee above referred to and understands that in reliance upon, and in consideration of, this subordination of the grant of EASEMENT is being executed and delivered, the EASEMENT IS being created, and that specific monetary and other obligations are being and will be entered into by the Easement Grantee, other lenders and title insurance companies which would not be made or entered into but for said reliance upon the subordination. 3 H:\Development Services\PROJECTS\CT FILES\CT 03\CT 03-01 La Costa Resort & Spa\Deeds-Easements\SUBORDINATION ACT TRUST DEED HOLDERS CITY (PR 06- 95 REV).doc 3645 3. This Agreement represents an endorsement to the note secured by the deed of trust above mentioned and that said deed of trust has by this instrument been subordinated to the charge of the Easement in favor of Easement Grantee above referred to. BENEFICIARY: OWNER: Citigroup Global Markets Realty Corp., KSL La Costa Resort Co., LLC, a a New York corporation Delaware limited liability company By: (sign here) /fear^ (rt^-^ By: JT^ (print name here) (print name here) arrizati(title and organization of signatory) / (title and organization of signatory) By: x By: / (sign here) / (sign here) (print name here^ (print name (title and organization of signatory) (title and organization of signatory) (Proper notarial acknowledgment of execution by BENEFICIARY AND OWNER must be attached.) (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument. It is recommended that, prior to the execution of this subordination agreement, the parties consult with their attorneys with respect thereto. APPROVED AS TO FORM: RONALD R. BALL General Counsel By: 4 H:\Development Services\PROJECTS\CT FILES\CT 03\CT 03-01 La Costa Resort & Spa\Deeds-Easements\SUBORDINATION AGT TRUST DEED HOLDERS CITY (PR 06- 95 REV).doc 3646 State of California County of San Diego (Date) personally appeared \Sfac*l before me, (Name, Title of Officer) (Name[s] of Signerfs]) _, & personally known to me -OR - D (or 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 entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal Signature of Notary CommMoniMSTtMO "******:-CoNbmta«an««go County (This area for official notary seal) Title or Type of Date Document Signer(s) other Document of than named above No. of Pages H:\Development Services\PROJECTS\CT FILES\CT 03\CT 03-01 La Costa Resort & Spa\Deeds-Easements\SUBORDINATION AGT TRUST DEED HOLDERS CITY (PR 06- 95 REV).doc 3641 State of County of OnMWlcU 2J New York ) ) New York j o 2&o~l before me, pj^a j nastairin dO'^nfvvt_4 "puDLic, (Date) personally appeared Amir KombJum (Name, Title of Officer) (Namefs] of Signers]) .."^personally known to me -OR - n (or proved to me on the basis of satisfactory evidence) to be the person^) whose is/aji&- subscribed to the within instrument and acknowledged to me that executed the same in his/t>«fe/tl^t authorized capacityffes), and that by is/lj/rff/t^fr signature(4-°n the instrument the person)^ or entity upon behalf of which the person£g£acted, executed the instrument. WITNESS my hand and official seal Signature of/Notary ELSA J. CASTALDO (This area for official notary seal) Title or Type of Date Document Signer(s) other Document of than named above No. of Pages H:\0avelopmenl S«vfca»\PRCUECTS\CT RLES\CT 03\CT 03-01 La Co»ta Rosort i SpaU3aucl!i-Eas8menls\SUBORDINATION ACT TRUST DEED HOLDERS CITY (CT 03- 01J.doc 3648 CITIGROUP GLOBAL MARKETS REALTY CORP. Secretary's Certificate I, Rachel Stine certify that (i) I am the duly elected, qualified, and acting Secretary of Citigroup Global Markets Realty Corp. (the Company), a New York corporation; (ii) Amir Kornblum, an Authorized Signatory of the Company; and (iii) the following resolution was adopted by Unanimous Written Consent of the Board of Directors on June 30, 2006 and remains in full force and effect: RESOLVED, that each of the President, any Managing Director, any Vice President, any Assistant Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary, and any Authorized Signatory (collectively, the "Authorized Officers") the Company is hereby authorized to execute documents in the ordinary course of the Company's business. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of April 2007. •I Rachel Stine Assistant Secretary