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Resolution Number 15-06-16-03 RESOLUTION NO. 15-06-16-03 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF AN ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT, AN ADMINISTRATION AND OVERSIGHT AGREEMENT AND A SUBORDINATION AGREEMENT RELATING TO THE SAN JUAN MOBILE ESTATES LOCATED IN THE CITY WHEREAS, the Independent Cities Finance Authority, a joint powers authority organized and existing under the laws of the State of California (formerly known as the Independent Cities Lease Finance Authority) (the "Authority"), previously issued its Mobile Home Park Revenue Bonds (San Juan Mobile Estates) Series 2006A, its Mobile Home Park Subordinate Revenue Bonds (San Juan Mobile Estates) Series 2006B and its Mobile Home Park Subordinate Revenue Bonds (San Juan Mobile Estates) Taxable Series 2006C (collectively, the "Prior Bonds") pursuant to an Indenture of Trust, dated as of May 1, 2006, between the Authority and MUFG Union Bank, N.A. (formerly known as Union Bank of California, N.A.), as trustee, and loaned the proceeds of the Prior Bonds to Millennium Housing Corporation, a California nonprofit public benefit corporation (the "Prior Owner"), in order to provide financing with respect to the acquisition and improvement of a mobilehome park with 312 total spaces known as San Juan Mobile Estates (the "Project") located at 32302 Alipaz St., San Juan Capistrano, L California 92675; and, WHEREAS, in connection with the issuance of the Prior Bonds, the Prior Owner entered into a Supplemental Regulatory Agreement and Declaration of Restrictive Covenants dated as of May 1, 2006 (the "Supplemental Regulatory Agreement") with the City whereby the Prior Owner agreed to restrict the use of the Project; and, WHEREAS, Millennium Housing, LLC, a California limited liability company (the "Owner"), has requested that the Authority issue its not to exceed $40,000,000 Mobile Home Park Revenue Refunding Bonds (San Juan Mobile Estates) Series 2015 (the "Refunding Bonds") and loan the proceeds thereof to the Owner, to, among other things, refund in full the Prior Bonds; and, WHEREAS, in connection with the refunding of the Prior Bonds with the proceeds of the Refunding Bonds, the Project is being transferred by Prior Owner to the Owner; and, WHEREAS, in order to facilitate the transfer of the Project from the Prior Owner to the Owner, the Prior Owner and the Owner have requested that the City agree to assign the Supplemental Regulatory Agreement to the Owner pursuant to an Assignment, Assumption and Modification Agreement (the "Assignment and Assumption Agreement") among the City, the Prior Owner and the Owner; and, 1 6/15/2015 WHEREAS, in order to facilitate the continued monitoring of the income levels of the residents of the Qualified Spaces in the Project for purposes of satisfying the requirements of the Supplemental Regulatory Agreement, the Owner has requested that the City agree to enter into an Administration and Oversight Agreement (the "Administration Agreement") with the Authority, the Owner and Wolf& Company Inc., as oversight agent; and, WHEREAS, in order to facilitate the refunding of the Prior Bonds with the proceeds of the Refunding Bonds, the Owner has requested that the City agree to subordinate the Supplemental Regulatory Agreement as set forth in a Subordination Agreement (the "Subordination Agreement") to be entered into with MUFG Union Bank, N.A., as trustee, and the Owner; and, WHEREAS, there is now before this City Council forms of the Assignment and Assumption Agreement, the Administration Agreement and the Subordination Agreement. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Juan Capistrano does hereby: Section 1. The City Council hereby approves the execution of the Assignment and Assumption Agreement (Exhibit A), the Administration Agreement (Exhibit B) and the Subordination Agreement (Exhibit C), in substantially the forms presented to the City Council. The Mayor or Mayor Pro Tem each acting alone, are hereby authorized f and directed, for and in the name and on behalf of the City, to execute and deliver the Assignment and Assumption Agreement, the Administration Agreement and the Subordination Agreement in substantially the forms hereby approved together with such additions or changes as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof by the City. Section 2. The Mayor, Mayor Pro Tem, members of the City Council, City Manager, City Clerk, and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions which they, or any of them, may deem necessary or advisable in order to effectuate the purposes of this Resolution. Section 3. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any additional financing with respect to the Project or (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the operation of the Project. This Resolution shall take effect immediately upon its adoption. Ii (Signature Page Follows) 2 PASSED, APPROVED, AND ADOPTED this16th day of June 2015. ul -D-P� /pG2-� Derek Reeve, Mayor ATTEST: MMroI k STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) 1, MARIA MORRIS, appointed City Clerk of the City of San Juan Capistrano, do hereby certify that the foregoing Resolution No. 15-06-16-02 was duly adopted by the Cit Council of the City of San Juan Capistrano at the Special meeting thereof, held the 16" day of June 2015, by the following vote: AYES: COUNCIL MEMBERS: Allevato, Ferguson, Perry, and Mayor Reeve NOES: COUNCIL MEMBER: Mayor pro tem Patterson ABSENT: COUNCIL MEMBER: None MARIA,MORRIS, City Clerk 3 RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) Preston F. Olsen, Esq. ) Ballard Spahr LLP ) 201 S. Main St., Suite 800 ) Salt Lake City, UT 84111-2221 ) This document is recorded for the benefit of the City of San Juan Capistrano, and i the recording is fee-exempt under Section 27383 of the Government Code. ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT (this "Agreement") is made this day of , 2015, by and among Millennium Housing Corporation, a California nonprofit public benefit corporation (the "Assignor"), Millennium Housing, LLC, a California limited liability company (together with its successors and assigns, "Assignee"), and the City of San Juan Capistrano (the "City"). RECITALS: WHEREAS, the Independent Cities Finance Authority, a joint powers authority organized and existing under the laws of the State of California (formerly known as the Independent Cities Lease Finance Authority) (the "Authority"), previously issued its Mobile Home Park Revenue Bonds (San Juan Mobile Estates) Series 2006A, its Mobile Home Park Subordinate Revenue Bonds (San Juan Mobile Estates) Series 2006B and its Mobile Home Park Subordinate Revenue Bonds (San Juan Mobile Estates) Taxable Series 2006C (collectively, the "Prior Bonds") pursuant to an Indenture of Trust, dated as of May 1, 2006, between the Authority and MUFG Union Bank, N.A. (formerly known as Union Bank of California, N.A.), as trustee, and loaned the proceeds of the Prior Bonds to Assignor, in order to provide financing with respect to the acquisition and improvement of a mobilehome park with 312 total spaces known as San Juan Mobile Estates located on certain real property in the City more particularly described in Exhibit A attached hereto (the "Project"); and, WHEREAS, in connection with the issuance of the Prior Bonds, the Assignor entered into a Supplemental Regulatory Agreement and Declaration of Restrictive Covenants dated as of May 1, 2006, filed in the records of Orange County, California on the 1st day of June, 2006 as Instrument No. 2006-000368544 (the "Supplemental Regulatory Agreement"), with the City whereby the Assignor agreed to restrict the use of the Project; and, WHEREAS, on the date hereof, the Authority is issuing its $ Mobile Home Park Revenue Refunding Bonds (San Juan Mobile Estates) Series 2015 (the "Refunding Bonds") and loaning the proceeds thereof to Assignee to, among other things, refund in full the Prior Bonds; and, EXHIBIT A- Page 1 of 7 WHEREAS, in connection with the refunding of the Prior Bonds with the proceeds of the Refunding Bonds, the Project is being transferred by Assignor to Assignee; and, WHEREAS, Assignor and Assignee have requested that the City enter into this Agreement to assign the Supplemental Regulatory Agreement to Assignee and to modify the Supplemental Regulatory Agreement as set forth herein. NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree and consent as follows: 1. Transfer of Project. On the date hereof, Assignor is transferring its interest in the Project to Assignee. The City hereby consents to the transfer of the Project to Assignee and agrees that, notwithstanding anything to the contrary in the Supplemental Regulatory Agreement, such transfer shall be deemed to be permitted for all purposes under the Supplemental Regulatory Agreement, including, without limitation, Section 10 of the Supplemental Regulatory Agreement. 2. Assignment and Assumption. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the Supplemental Regulatory Agreement. Assignee hereby assumes any and all obligations of Assignor under the Supplemental Regulatory Agreement. The City hereby consents to the assignment of the Supplemental Regulatory Agreement to Assignee. 3. Modification of Supplemental Regulatory Agreement. 17 a. The parties hereto agree that, as of the date hereof, references to Assignor in the Supplemental Regulatory Agreement shall be deemed to refer instead to Assignee. b. On the date hereof, the Authority is issuing its Refunding Bonds and loaning the proceeds thereof to Assignee to prepay and refund in full the Prior Bonds. The parties hereto agree that, as of the date hereof, references in the Supplemental Regulatory Agreement to the Prior Bonds and the loan of the proceeds thereof shall be deemed to refer instead to the Refunding Bonds and the loan of the proceeds of the Refunding Bonds. c. The term "Project Restriction Period" in the Supplemental Regulatory Agreement is hereby amended to read as follows: L "Project Restriction Period" means the period ending on , 2050. d. For clarification, the term "Closing Date" as used in Section 10(b) of the Supplemental Regulatory Agreement shall continue to mean June 1, 2006. 2 EXHIBIT A- Page 2 of 7 4. Representations and Warranties. Assignor represents and warrants that it is duly authorized to execute and deliver this Agreement, that all necessary consents have been obtained, that this Agreement is the valid, binding and legally enforceable obligation of Assignor, that Assignor has not previously assigned any of its rights in the Supplemental Regulatory Agreement, that the Supplemental Regulatory Agreement remain in full force and effect, and that no party is currently in default under the Supplemental Regulatory Agreement. 5. Miscellaneous. This Agreement shall be construed under the law of the State of California determined without reference to principles of conflicts of law. This Agreement may not be amended except in a writing signed by all parties. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument. i 3 EXHIBIT A- Page 3 of 7 i IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement as of the date and year first above written. WITNESS: MILLENNIUM HOUSING CORPORATION, a California nonprofit public benefit corporation By: Lorraine M. Carraway, Vice President 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 } ) ss. COUNTY OF } On _, 2015, before me, , a Notary Public, personally appeared Lorraine M. Carraway, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in his authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) (Assignment, Assumption and Modification Agreement—San Juan Mobile Estates) S-1 EXHIBIT A - Page 4 of 7 i WITNESS: MILLENNIUM HOUSING, LLC, a California limited liability company By: Millennium Housing Corporation, a California nonprofit public benefit corporation, its Sole Member By: Lorraine M. Carraway, Vice President 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 } ) ss. COUNTY OF ) On _, 2015, before me, a Notary Public, personally appeared Lorraine M. Carraway, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in his authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) (Assignment,Assumption and Modification Agreement—San Juan Mobile Estates) S-2 EXHIBIT A- Page 5 of 7 WITNESS: CITY OF SAN JUAN CAPISTRANO, a municipal corporation By: Name: Title: 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 ) ) ss. COUNTY OF ) On 1 2015, 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) 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) (Assignment, Assumption and Modification Agreement—San Juan Mobile Estates) S-3 EXHIBIT A- Page 6 of 7 EXHIBIT A LEGAL DESCRIPTION DMWEST#12114538 v3 A-1 EXHIBIT A- Page 7 of 7 1 ADMINISTRATION AND OVERSIGHT AGREEMENT by and among INDEPENDENT CITIES FINANCE AUTHORITY and WOLF & COMPANY INC., as Oversight Agent and MILLENNIUM HOUSING, LLC, as Borrower and CITY OF SAN JUAN CAPISTRANO Dated as of 1, 2015 Relating to: Independent Cities Finance Authority Mobile Home Park Revenue Refunding Bonds (San Juan Mobile Estates) Series 2015 l EXHIBIT B - Page 1 of 9 ADMINISTRATION AND OVERSIGHT AGREEMENT i 1 THIS ADMINISTRATION AND OVERSIGHT AGREEMENT (the "Administration Agreement") is made and entered into as of 1, 2015, by and among the INDEPENDENT CITIES FINANCE AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California (the "Authority"), MILLENNIUM HOUSING, LLC, a California limited liability company (the "Borrower"), WOLF & COMPANY INC. (the "Oversight Agent") and the CITY OF SAN JUAN CAPISTRANO, a public body corporate and politic duly organized and existing under the laws of the State of California (the "City"). RECITALS: WHEREAS, the Authority previously issued its Mobile Home Park Revenue Bonds (San Juan Mobile Estates) Series 2006A, its Mobile Home Park Subordinate Revenue Bonds (San Juan Mobile Estates) Series 20068 and its Mobile Home Park Subordinate Revenue Bonds (San Juan Mobile Estates) Taxable Series 2006C (collectively, the "Prior Bonds") pursuant to an Indenture of Trust, dated as of May 1, 2006 (the "Prior Indenture"), between the Authority and MUFG Union Bank, N.A. (formerly known as Union Bank of California, N.A.) (in such capacity, the "Prior Trustee"), and loaned the proceeds of the Prior Bonds (the "Prior Loan") to Millennium Housing Corporation, a California nonprofit public benefit corporation (the "Prior Borrower"), in order to provide financing with respect to the acquisition and improvement of a mobilehome park with 312 total spaces known as San Juan Mobile Estates (the "Project"), located at 32302 Alipaz Street, San Juan Capistrano, California ; I 92675; and, WHEREAS, in connection with the issuance of the Prior Bonds, the Prior Borrower entered into a Regulatory Agreement and Declaration of restrictive Covenants dated as of May 1, 2006 (the "Prior Regulatory Agreement") with the Authority and the Prior Trustee; and, WHEREAS, in connection with the issuance of the Prior Bonds, the Prior Borrower entered into a Supplemental Regulatory Agreement and Declaration of restrictive Covenants dated as of May 1, 2006 (the "Supplemental Regulatory Agreement") with the City; and, WHEREAS, the Prior Borrower, the Authority and the City previously entered into an Administration and Oversight Agreement dated as of May 1, 2006 (the "Prior Administration Agreement") with the Oversight Agent to monitor the income levels of the residents of Qualified Spaces for purposes of the Prior Regulatory Agreement and the Supplemental Regulatory Agreement; and, WHEREAS, the Borrower has requested that the Authority issue its Mobile Home Park Revenue Refunding Bonds (San Juan Mobile Estates) Series 2015 in the initial principal amount of $ (the "Bonds") pursuant to an Indenture of Trust dated as of 1, 2015 (the "Indenture") between the Authority and MUFG Union Bank, N.A., as trustee (the"Trustee"), and loan the proceeds from the sale thereof(the "Loan") to the Borrower as provided in a Loan Agreement dated as of 1, 2015 (the EXHIBIT B - Page 2 of 9 "Loan Agreement") by and among the Authority, the Borrower and the Trustee to, among other things, refinance the Prior Loan and refund the Prior Bonds; and, WHEREAS, the Loan Agreement provides for certain oversight provisions relating to the management of the Project; and, WHEREAS, in connection with the prepayment of the Prior Bonds, the Prior Regulatory Agreement will be terminated and the Borrower will enter into a Regulatory Agreement and Declaration of Restrictive Covenants dated as of 1, 2015 (the "Regulatory Agreement") with the Authority and the Trustee, which agreement, among other things, sets forth certain restrictions applicable to the property being financed with the proceeds of the Loan, which restrictions are intended to assure continued compliance with the provisions of California law and of the Internal Revenue Code of 1986, as amended (the"Code"); and WHEREAS, the Authority desires to appoint Wolf & Company Inc. as Oversight Agent under the Regulatory Agreement to monitor the income levels of the residents of the Qualified Spaces and as Oversight Agent under the Loan Agreement to carry out the duties of the Oversight Agent set forth in the Loan Agreement; and WHEREAS, in connection with the prepayment of the Prior Bonds, the Prior Borrower will transfer ownership in the Project to the Borrower; and WHEREAS, pursuant to an Assignment, Assumption and Modification Agreement, the Borrower will assume the obligations of the Prior Borrower under the Supplemental Regulatory Agreement and the term of the Supplemental Regulatory Agreement will be extended as set forth therein; and WHEREAS, the City desires that the Oversight Agent continue to monitor the income levels of the residents of the Qualified Spaces for purposes of the Supplemental Regulatory Agreement; and WHEREAS, Wolf & Company Inc. represents that it has the necessary experience and expertise required to evaluate whether the Project complies with the requirements set forth in the Loan Agreement, the Regulatory Agreement and the Supplemental Regulatory Agreement. NOW, THEREFORE, in consideration of the premises and respective representations and covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.1. Definitions of Terms. All capitalized terms used in this Administration Agreement and not otherwise defined herein shall have the respective meanings given to them in the Indenture and/or the Regulatory Agreement and/or the Supplemental Regulatory Agreement. EXHIBIT B - Page 3 of 9 1.2. Article and Section Headings. The heading or titles of the several articles and sections hereof shall be solely for the convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof. 1.3. Interpretation. The singular form of any word used herein, including terms defined in the Indenture and/or the Regulatory Agreement and/or the Supplemental Regulatory Agreement, shall include the plural and vice versa, if applicable. The use of a word of any gender shall include all genders, if applicable. ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1. Representations of the Authority. The Authority makes the following representations: (a) It is a joint powers authority, duly organized and existing under the Constitution and laws of the State of California. (b) It has the power to enter into the transactions contemplated by this Administration Agreement and to carry out its obligations hereunder and to consummate all other transactions on its part contemplated herein; and it has duly authorized the execution and delivery of this Administration Agreement. (c) The City of San Juan Capistrano is an associate member of the Authority. 2.2. Representations and Warranties of the Borrower. The Borrower makes the following representations and warranties: (a) It has power and authority to own its properties and carry on its business as now being conducted, and is duly qualified to do such business wherever such qualification is required, including the State of California. (b) It has the power to execute and deliver this Administration Agreement and to carry out the transactions on its part contemplated hereby; and it has duly authorized the execution, delivery and performance of this Administration Agreement. (c) The Oversight Agent is independent from and not under the control of the Borrower, does not have any substantial interest, direct or indirect, in the Borrower, and is not an officer or employee of the Borrower. 2.3. Representations and Warranties of the Oversight Agent. The Oversight Agent makes the following representations and warranties: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the power and authority to carry on its business as now being conducted. 1 EXHIBIT B - Page 4 of 9 (b) It has the power to execute and deliver this Administration Agreement and to carry out the transactions on its part contemplated hereby; and it has duly authorized the execution, delivery and performance of this Administration Agreement. (c) It is independent from and not under the control of the Borrower, does not have any substantial interest, direct or indirect, in the Borrower, and is not an officer or employee of the Borrower. (d) It has received copies of the Indenture, the Loan Agreement, the Regulatory Agreement and the Supplemental Regulatory Agreement, and it is familiar with the terms and conditions thereof as the same relate to the Code and the Act. ARTICLE III TERMINATION OF PRIOR ADMINISTRATION AGREEMENT; DUTIES AND COMPENSATION OF THE OVERSIGHT AGENT 3.1. Termination of Prior Administration Agreement. The parties hereto agree that the Prior Administration Agreement shall terminate on the date of issuance of the Bonds. The parties hereto waive any notices required to be delivered in connection with the termination of the Prior Administration Agreement. 3.2. Duties of Oversight Agent. Wolf & Company Inc. is the initial Oversight Agent hereunder. This Section 3.1 applies to Wolf & Company Inc. as Oversight Agent and to any successor Oversight Agent. In its capacity as Oversight Agent hereunder, for and on behalf of the Authority, the Oversight Agent will perform the following duties in a careful and timely manner, to the highest standards of its profession: (a) It will be familiar with and will give written notice to the Authority, the City, the Trustee and the Borrower within ten days of the publication by the Department of Housing and Urban Development of any change in: (i) The Median Income for the Area; and (ii) The maximum income at which households consisting of various numbers of persons may be determined to be Low Income and Very Low Income Residents under the terms of the Regulatory Agreement and the Supplemental Regulatory Agreement; and (iii) The maximum allowable rents under each applicable provision of Section 5 of the Regulatory Agreement and Section 4 of the Supplemental Regulatory Agreement. (b) Promptly following its receipt thereof, it will review the Income Certifications, Certificates of Continuing Program Compliance, and all other reports and certificates furnished to it pursuant to the Regulatory Agreement and the Supplemental Regulatory Agreement in order to determine that each such document is complete and to verify the internal accuracy of the calculations, and conclusions with respect to such calculations, set forth therein, including the conclusion that the Low Income Spaces and EXHIBIT B - Page 5 of 9 Very Low Income Spaces have been rented as specified by the terms of the Regulatory Agreement and the Supplemental Regulatory Agreement; and it will maintain such documents on file and open to the inspection by the Authority, the City, the Trustee and the Borrower during the term of the Regulatory Agreement and the Supplemental Regulatory Agreement. (c) Promptly upon receipt, it will review the form of application and lease with respect to the Low Income Spaces and Very Low Income Spaces to verify compliance with the provisions of the Regulatory Agreement and the Supplemental Regulatory Agreement. (d) Promptly upon determining that any report or certificate submitted to it pursuant to the Regulatory Agreement and the Supplemental Regulatory Agreement is inaccurate or incomplete the Oversight Agent shall: (i) If the inaccuracy or lack of completeness does not cause the Project to cease to meet the qualifications set forth in Section 5 of the Regulatory Agreement, give notice of such inaccuracy or lack of completeness to the Borrower and direct the Borrower to correct or complete the same, as the case may be, within a 30-day period, subject to extension in the sole discretion of the Oversight Agent; (ii) If the inaccuracy or lack of completeness is not corrected within thirty (30) days or if the inaccuracy or lack of completeness causes the Project to cease to meet the qualification set forth in Section 5 of the Regulatory Agreement, immediately give written notice of said fact to the Authority, the Trustee and the Borrower; and (iii) If the inaccuracy or lack of completeness does not cause the Project to meet the requirements of Section 4 of the Supplemental Regulatory Agreement, give notice of such inaccuracy or lack of completeness to the Borrower and the City and direct the Borrower to correct and complete the same, as the case may be, within a 30-day period, subject to extension in the sole discretion of the Oversight Agent. (e) (i) In the event that the Borrower fails to file with the Oversight Agent any report, certification (including, in particular, the certification to the Secretary of the Treasury required by Section 5(i) of the Regulatory Agreement) or other document required pursuant to the Regulatory Agreement within the time set forth in the Regulatory Agreement as applicable, the Oversight Agent shall immediately give written notice of that fact to the Authority, the Trustee, the City and the Borrower. (ii) In the event that the Borrower fails to file with the Oversight Agent any report, certification or other document required pursuant to the Supplemental Regulatory Agreement within the time set forth in the Supplemental Regulatory Agreement, the Oversight Agent shall immediately give written notice of that fact to the City and the Borrower. EXHIBIT B - Page 6 of 9 (f) On behalf of the Authority and the City, the Oversight Agent shall, at least annually and whenever requested by the Authority and the City, audit the survey of the tenants of the Low Income Spaces and Very Low Income Spaces with respect to income levels, household sizes and such other information as the Authority may specify, and all as further required under Section 5 of the Regulatory Agreement and Section 4 of the Supplemental Regulatory Agreement. Based on such information, the Authority shall determine compliance with the affordability requirements under the Act, the Code and the Supplemental Regulatory Agreement. In the event of any noncompliance the Oversight Agent shall notify the Authority and the City as to the nature and extent of the noncompliance and the Oversight Agent shall suggest alternatives for bringing the Qualified Spaces into compliance. (g) The Oversight Agent will perform on a timely basis all duties ascribed to the Oversight Agent in the Indenture, the Loan Agreement and the Regulatory Agreement and the Supplemental Regulatory Agreement, including without limitation the following: (i) annual review of the Borrower's financial statements, (ii) review the coverage calculation for release of surplus cashflow and report comments to the Borrower, the Authority and the City, (iii) review the final budget and forward comments to the Borrower and the Authority, (iv) physical inspection of the Project on a quarterly basis, including examination of the infrastructure, the clubhouse, and any other common areas, (v) monthly confirmation report to the Authority, the City and any Bondholder requesting such information that the Trustee has received the monthly deposit in accordance with the approved budget and, in the event that the Trustee has not, to take such further steps as required by the Loan Agreement, (vi) review any proposed use of amounts in the Repair and Replacement Fund as set forth in a written request of the Borrower and (vii) review any proposed use of amounts in the Surplus Fund as set forth in a written request of the Borrower. (h) On or about 120 days after the end of each Fiscal Year, commencing with the Fiscal Year ending June 30, 2016, the Oversight Agent shall perform a search of the Repository, as such term is defined in the Continuing Disclosure Agreement dated as of 1, 2015 (the "Disclosure Agreement") between the Borrower and Wolf & Company Inc. (in such capacity, the "Dissemination Agent"), to confirm that the Annual Report has been submitted to the Repository. The Oversight Agent shall promptly provide notice to the Borrower, the Trustee and the Authority if the Annual Report has not been submitted to the Repository by such date. 3.3. Compensation. For its services as the Oversight Agent, Wolf & Company Inc. shall be paid an amount equal to $6,000 on the Closing Date and thereafter, commencing 15, 2016, an annual fee of $6,000 payable by the Borrower in equal quarterly installments. The fee of the Oversight Agent shall be paid to the Oversight Agent by the Trustee upon receipt by the Trustee of an invoice from the Oversight Agent. If the Oversight Agent provides services outside the scope of this Agreement, as requested in writing by the Authority, the compensation shall be paid at I the then prevailing fee schedule of the Oversight Agent. EXHIBIT B - Page 7 of 9 ARTICLE IV TERM 17 4.1. Term of Agreement. Unless sooner terminated pursuant to the provisions of Sections 4.2 and 4.3 hereof, this Administration Agreement shall remain in full force and effect for the term of the Regulatory Agreement. 4.2. Termination. At its sole discretion, the Authority may terminate this Administration Agreement upon giving the Oversight Agent and the Borrower thirty (30) days written notice of its intention to do so. This Administration Agreement may be terminated in whole or in part only as to the services described in Section 3.1, whereupon a partial fee for the services not terminated will be agreed upon by the parties and memorialized in an amendment hereto. 4.3. Resignation of Oversight Agent. With the written consent of the Authority, the Oversight Agent may resign from its position and terminate this Administration Agreement by giving the other parties hereto thirty (30) days written notice of its intention to do so. 4.4. Termination With Respect to Supplemental Regulatory Agreement. At its sole discretion, the City may terminate this Administration Agreement with respect to the Supplemental Regulatory Agreement upon giving the Oversight Agent and the Borrower thirty (30) days written notice of its intention to do so. ARTICLE V MISCELLANEOUS PROVISIONS 5.1. Execution in Counterparts. This Administration Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. 5.2. Business Days. If any action is required to be taken hereunder on a date which falls on other than a Business Day, such action shall be taken on the next succeeding Business Day. 5.3. Governing Law. This Administration Agreement shall be construed in accordance with the laws of the State of California and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 5.4. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, addressed to the appropriate Notice Address set forth in the Regulatory Agreement and the Supplemental Regulatory Agreement. The Notice Address of the Oversight Agent is: Wolf & Company Inc., 1100 S. Flower Street, Suite 3300, Los Angeles, California 90015, Attention: Wesley R. Wolf. EXHIBIT B - Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have caused this Administration Agreement to be executed on their behalf by their duly authorized representatives, all as of the date hereinabove written. INDEPENDENT CITIES FINANCE AUTHORITY By: W. Michael McCormick, President CITY OF SAN JUAN CAPISTRANO By: MILLENNIUM HOUSING, LLC, a California limited liability company By: Millennium Housing Corporation, a California nonprofit public benefit corporation, its Sole Member By: Lorraine M. Carraway, Vice President WOLF & COMPANY INC., as Oversight Agent By: Authorized Signatory EXHIBIT B - Page 9 of 9 RECORDING REQUESTED BY AND } WHEN RECORDED MAIL TO: ) Preston F. Olsen, Esq. ) Ballard Spahr LLP ) 201 S. Main St., Suite 800 ) Salt Lake City, UT 84111-2221 ) This document is recorded for the benefit of the City of San Juan Capistrano, and the recording is fee-exempt under Section 27383 of the Government Code. SUBORDINATION AGREEMENT (SAN JUAN MOBILE ESTATES) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT (the "Agreement") is made as of 2015, by MILLENNIUM HOUSING, LLC, a California limited liability ! company, owner of the real property hereinafter described (the "Owner"), the CITY OF SAN JUAN CAPISTRANO (the "City") and MUFG UNION BANK, N.A., as trustee under the Indenture, as hereinafter defined (the "Indenture Trustee"). RECITALS A. Reference is made to the following document (the "Subordinate Document") which encumbers the property described in Exhibit A attached hereto (which property, together with all improvements now or hereafter located on the property, is hereinafter referred to as the "Property"): (a) Supplemental Regulatory Agreement and Declaration of Restrictive Covenants dated as of May 1, 2006, by and between the Owner and the City filed in the records of Orange County, California on the 1 st day of June, 2006 as Instrument No. 2006-000368544. B. The Owner has executed, or proposes to execute, a Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Bond Deed of Trust"), dated as of 1, 2015, naming the Indenture Trustee as beneficiary and First American Title Insurance Company as trustee. The Bond Deed of Trust secures, among other things, the obligations of the Owner under a promissory note (the "Note") made by the Owner to the order of the Independent Cities Finance Authority (the "Authority"), as issuer of certain mobilehome park revenue refunding bonds, in the aggregate principal sum of DOLLARS ($ ). The loan (Signature Page to Subordination Agreement-San Juan Mobile Estates) EXHIBIT C - Page 1 of 8 evidenced by the Note (the "Loan") is being made pursuant to a Loan Agreement (the "Loan Agreement") executed as of 1, 2015, and a Regulatory Agreement and Declaration of Restrictive Covenants (the "Bond Regulatory Agreement") executed as of 1, 2015, among the Owner, the Indenture Trustee and the Authority. The Loan Agreement is being executed in connection with that certain Indenture of Trust (the "Indenture") executed as of 1, 2015, between the Authority and the Indenture Trustee, relating to $ Mobile Home Park Revenue Refunding Bonds (San Juan Mobile Estates) Series 2015. (The Loan Agreement, the Note, the Bond Deed of Trust, and the other instruments and documents which relate to or secure the obligations under the Loan shall be referred to collectively as the "Bond Loan Documents"). The Bond Deed of Trust and the Bond Regulatory Agreement are to be recorded concurrently herewith. E. As a condition to funding of the Loan, the Indenture Trustee, at the direction of the Authority, requires that the Bond Deed of Trust and the Bond Regulatory Agreement be unconditionally and at all times remain a lien or charge upon the Property, prior and superior to the lien or charge of the Subordinate Document and that the City specifically and unconditionally subordinate the Subordinate Document to the lien or charge of the Bond Deed of Trust and the Bond Regulatory Agreement. F. The City and the Owner both agree to the subordination of the Subordinate Document in favor of the Bond Deed of Trust and the Bond Regulatory Agreement. G. The Authority has requested and directed that the Indenture Trustee execute and deliver this Agreement. THEREFORE, for valuable consideration and to induce the Authority and the Indenture Trustee to make the Loan, the Owner, the City and the Indenture Trustee hereby agree for the benefit of the Indenture Trustee as follows: 1. The Bond Deed of Trust and the Bond Regulatory Agreement and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien or charge on the Property prior and superior to the Subordinate Document. 2. This Agreement shall be the whole agreement with regard to the subordination of the Subordinate Document and shall supersede and cancel, but only insofar as would affect the priority of the Bond Deed of Trust and the Bond Regulatory Agreement, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Subordinate Document which provide for the subordination of the Subordinate Document to a deed or deeds of trust or to a mortgage or mortgages. 3. The parties hereto agree to cooperate with each other and perform any acts and execute, acknowledge and deliver any additional agreements, documents or instruments that may be reasonably necessary or desirable to carry out the (Signature Page to Subordination Agreement—San Juan Mobile Estates) EXHIBIT C - Page 2 of 8 provisions or to effectuate the purpose of this Agreement, including, without limitation, execution, acknowledgment, delivery and recordation of any document necessary to clear title to the Property and Improvements after a foreclosure under the Bond Deed of Trust, or a transfer of the Property and Improvements by an assignment or a deed in lieu of foreclosure under the Bond Deed of Trust. The City further declares, agrees and acknowledges for the benefit of the Indenture Trustee, that: 4. The City intentionally and unconditionally subordinates the lien or charge upon the Property of the Subordinate Document to the lien or charge of the Bond Deed of Trust and the Bond Regulatory Agreement upon the Property and understands that in reliance upon, and in consideration of, this subordination, specific loans and advances are being and will be made by the Indenture Trustee 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 subordination. 5. The City hereby agrees not to exercise or attempt to exercise any remedy under the Subordinate Document due to or as a remedy for any breach of, or default or event of default thereunder, unless, prior to such exercise or attempted exercise, a breach of, or a default or event of default under the terms of the Bond Loan 1 Documents shall have occurred and be continuing and the Indenture Trustee or the Bondowners (as defined below) shall have commenced exercising remedies under the Bond Loan Documents. The Indenture Trustee covenants and agrees that: 6. In the event that the Indenture Trustee delivers to the Owner a notice of default under the Bond Loan Documents, the Indenture Trustee shall deliver to the City a copy of said notice concurrently with delivery to the Owner, and the City shall have the right (but not the obligation) to cure any or all defaults specified in said notice for a period of ninety (90) days after the date of such notice. 7. If, prior to any foreclosure sale of the Property under the Bond Deed of Trust, the City takes title to or possession of the Property and cures the outstanding defaults under the Loan, if any, the Indenture Trustee herby agrees not to exercise any rights it may have to declare a default and accelerate its Loan by reason of the transfer of title or possession to the City, or if acceleration has already occurred, the Trustee hereby agrees that it will reinstate the Loan at that time; and agrees that it will recognize the City as borrower under the Loan under the same terms and conditions of said Loan, if the City agrees to assume and perform the Owner's obligations under said Loan, subject to the written approval of the owners of a majority of the aggregate principal amount of the Outstanding Bonds (the "Bondowners"). 8. If the City takes title to the Property and cures the outstanding ldefaults under the Bond Loan Documents, if any, the City shall have the right to transfer (Signature Page to Subordination Agreement—San Juan Mobile Estates) EXHIBIT C - Page 3 of 8 the Property to another nonprofit 501(c)(3) tax-exempt housing developer reasonably approved in writing by the Indenture Trustee, the Authority and the Bondowners. In connection with any such transfer approved by the Indenture Trustee, the Bondowners and the Authority, the Indenture Trustee agrees that such transfer shall not constitute a default under the Bond Loan Documents and the Indenture Trustee shall not exercise any rights it may have to accelerate the Loan as a result of such transfer. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument. Exhibit A is attached hereto and incorporated herein by this reference. (Signature Page to Subordination Agreement—San Juan Mobile Estates) EXHIBIT C - Page 4 of 8 IN WITNESS WHEREOF, the parties have executed this Subordination Agreement as of the date first above written. CITY OF SAN JUAN CAPISTRANO, a municipal corporation By: Name: Title: 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 ) ) ss. COUNTY OF ) On _, 2015, 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) 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) (Signature Page to Subordination Agreement—San Juan Mobile Estates) EXHIBIT C - Page 5 of 8 MILLENNIUM HOUSING, LLC, a California limited liability company By: Millennium Housing Corporation, a California nonprofit public benefit corporation, its Sole Member By: Lorraine M. Carraway, Vice President 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 ) ) ss. COUNTY OF ) On _, 2015, before me, , a Notary Public, personally appeared Lorraine M. Carraway, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) I (Signature Page to Subordination Agreement—San Juan Mobile Estates) EXHIBIT C - Page 6 of 8 i MUFG UNION BANK, N.A., as Trustee By: Authorized Officer 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 } ) ss. COUNTY OF ) On _, 2015, 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) 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) (Signature Page to Subordination Agreement—San Juan Mobile Estates) EXHIBIT C - Page 7 of 8 EXHIBIT A Legal Description of Land A-1 EXHIBIT C - Page 8 of 8