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15-0701_MILLENNIUM HOUSING, LLC._Asgn Assum and Mod Agr 2015000396764 Recorded in Official Records, Orange County RECORDING REQUESTEDBYHugh Nguyen, Clerk-Recorder I 111II IIIIIIIIIIIIIII11III I 11111111111 li II 11111111111111111111FIRSTAMERICAN TITLE INSURANCE CO. NO FEE NATIONAL COMMERCIAL SERVICES * $ R o z 5 4 z RECORDING REQUESTED BY AND } 201500039676412:35 pm 07130115 WHEN RECORDED MAIL TO: ) 0. 401 M15 9 ) 0.00 0.00 0.00 0.00 24.00 0.00 0.00 0.00 Preston F. Olsen, Esq. ) Ballard Spahr LLP ) 201 S. Main St., Suite 800 ) Salt Lake City, UT 84111-2221 ) NC6 --710074-SR l 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. ASSIGNMENT,ASSUMPTION AND MODIFICATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT (this "Agreement") is made this 30th day of July, 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 Horne 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 $37,235,000 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; 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; f DMWEST 912114538 v4 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 Regulatorygreement. 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: i. "Project Restriction Period"means the period ending on July 30, 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. 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. 2 t 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. 3 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: Vl.t 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 OFLOS A,hqe V5 ) On5�� , 2015, before me, ko-;t Q-r%hQ— �f(cDS'C , 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. MARIANNE FRosT Commission# 1986601 r' Notary Public-California Los Angeles County M Comm.Ex ires Jul 29.2016 Signature (Seal) (Assignment, Assumption and Modification Agreement— San Juan Mobile Estates) S-1 WITNESS: MILLENNIUM HOUSING, LLC, a California limited liability company By: Millennium Housing Corporation, a California nonprofit public benefit corporation, its Sole Member By: b� 1� "k '0' 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 Los Anta( S ) On:! . ILA�o , 2015, before me,kAQr tQtNnQ� �rt45T , a Notary F Public, personally appealed 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. MARIANNE FROST WITNESS my hand and official seal. Commission 0 1986601 Notary Public-California � Los Angeles County M Comm.Expires Jul 29,2016+ ` Si nature Seal I (Assignment, Assumption and Modification Agreement—San Juan Mobile Estates) S-2 WITNESS: CITY OF SAN JUAN CAPISTRANO, a municipal corporation By: d- ' � C"" Derek Reeve, Mayor 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) (Assignment, Assumption and Modification Agreement—San Juan Mobile Estates) S-3 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT 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 ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 11.81) On July 23, 2015, before me, Christy Jakl, Deputy City Clerk, personally appeared Derek Reeve, Mayor, who proved to me on the basis of satisfactory evidence to the 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/there signature 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. (SEAL) r = WITNESS my hand-arid offidial-seal. r� C i sty 7akl;;�e uty -' -• k` OPTIONAL- Capacity PTIONAL Capacity Claimed by Signers Description of Attached Document Title or Type of Document Mayor Assignment,Assumption and Modification Agreement Title Millennium Housing Corporation Signer is Representing City of San Juan Capistrano EXHIBIT A LEGAL DESCRIPTION DMWEST#12114538 v4 A-1 Exhibit "A" Legal Description Real property In the City of San Juan Capistrano, County of Orange, State of California, described as follows: PARCEL 3 OF PARCEL MAPS, IN THE CITY OF SAN JUAN CAPISTRANO,COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 62, PAGE 19 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID LAND IS ALSO BEING A PORTION OF THE FOLLOWING DESCRIBED PARCELS "A"AND "B". PARCEL A: BEING THOSE PORTIONS OF LOTS 60, 61 AND 62 OF TRACT NO. 103, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGES 29 THROUGH 33 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHWESTERLY LINE OF SAID LOT 61, LYING NORTH 21° 40'07" EAST 4.78 FEET FROM THE WESTERLY CORNER OF SAID LOT 61; THENCE NORTH 89° 58' 18" EAST 564.75 FEET TO THE WESTERLY LINE OF THE LAND DESCRIBED AS PARCEL 101, IN THE DEED TO THE ORANGE COUNTY FLOOD CONTROL DISTRICT, RECORDED JUNE 28, 1963 IN BOOK 6609, PAGE 371 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID WESTERLY LINE, SOUTH 30 04'46" WEST 1045.00 FEET TO A POINT LYING NORTH 30 04'46" EAST 583.39 FEET FROM THE SOUTHERLY LINE OF SAID LOT 62; THENCE SOUTH 890 58' 18" WEST 548.34 FEET; THENCE NORTH 440 01' 54" WEST 687.07 FEET TO THE NORTHWESTERLY LINE OF SAID LOT 62; THENCE ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, NORTH 420 14'44" EAST 743.84 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 62; THENCE ALONG SAID NORTHEASTERLY LINE, SOUTH 700 07'46" EAST 16.40 FEET TO SAID NORTHWESTERLY LINE OF LOT 61; THENCE ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, NORTH 210 40'07" EAST 4.78 FEET TO THE POINT OF BEGINNING. PARCEL B: BEING THOSE PORTIONS OF LOTS 60 AND 62 OF TRACT NO. 103, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGES 29 THROUGH 33 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE LAND DESCRIBED AS PARCEL 101, IN THE DEED TO ORANGE COUNTY FLOOD CONTROL DISTRICT, RECORDED JUNE 28, 1963 IN BOOK 6609, PAGE 371 OF OFFICIAL RECORDS OF SAID COUNTY, WITH THE SOUTHERLY LINE OF SAID LOT 62; THENCE ALONG SAID WESTERLY LINE, NORTH 30 04'46" EAST 583.39 FEET; THENCE SOUTH 890 58' 18" WEST 548.34 FEET; THENCE NORTH 440 01'54" WEST 687.07 FEET TO THE NORTHWESTERLY LINE OF SAID LOT 62; THENCE ALONG SAID NORTHWESTERLY LINE, SOUTH 420 14'44" WEST,290.73 FEET AND SOUTH 360 58' 16" WEST 302.19 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 62; THENCE ALONG SAID SOUTHWESTERLY LINE, SOUTH 440 01' 54" EAST 862.34 FEET TO SAID SOUTHERLY LINE; THENCE ALONG SAID SOUTHERLY LINE, NORTH 890 58' 18" EAST 772.38 FEET TO THE POINT OF BEGINNING. APN: 121-171-29 and 121-171-30 t