HomeMy WebLinkAboutC-6377(J) - Subordination and Interceditor AgreementWHEN RECORDED MAIL TO:
Citibank, N.A.
Transaction Management Group/Post Closing
388 Greenwich Street, 8th Floor
New York, New York 10013
Attention: Tanya Jimenez
Re: Newport Veterans Apartments Deal ID No. 24368
WITH A CONFORMED COPY TO:
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attention: City Clerk
Re: Contract C-6377
SUBORDINATION AND INTERCREDITOR AGREEMENT
(City of Newport Beach)
16173569-v6
SUBORDINATION AND INTERCREDITOR AGREEMENT
(City of Newport Beach)
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this
"Agreement") dated as of June It, 2017, is made by and between CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("Junior Lender") and
CITIBANIK, N.A., a national banking association ("Senior Lender") and acknowledged by
NEWPORT VETERANS APARTMENTS LP, a California limited partnership ("Borrower").
Junior Lender, Senior Lender, and Borrower are each a "Party" and together the "Parties" to
this Agreement.
RECITALS:
A. Borrower has applied to the California Housing Finance Agency, a public
instrumentality and political subdivision of the State of California ("Governmental Lender"),
for a loan (the "Senior Loan") for the acquisition, construction, development, equipping and/or
operation of a 12 -unit multifamily residential project located in the City of Newport Beach,
Orange County, California, known or to be known as Newport Veterans Apartments (the
"Property").
B. The Senior Loan is evidenced by (i) that certain Multifamily Note, dated as of the
Closing Date, in the maximum principal amount of Three Million Three Hundred Thousand and
00/100 Dollars ($3,300,000) made by Borrower payable to the order of Governmental Lender
(the "Senior Note") and (ii) that certain Borrower Loan Agreement, dated as of June 1, 2017, by
and between Borrower and Governmental Lender (the "Borrower Loan Agreement').
C. The Senior Loan is secured by, among other things, that certain Multifamily Deed
of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of June 1, 2017,
executed by Borrower for the benefit of Governmental Lender (as the same may from time to
time be extended, consolidated, substituted for, modified, increased, amended and supplemented,
"Senior Security Instrument'), which Senior Security Instrument recorded concurrently
herewith in Orange County, California ("Official Records") encumbers the Property.
D. Borrower requested that Senior Lender enter into that certain Funding Loan
Agreement dated as of June 1, 2017, by and among Governmental Lender, U.S. Bank National
Association, a national banking association, as fiscal agent, and Senior Lender, pursuant to
which Senior Lender will make a loan to Governmental Lender (the "Funding Loan"), the
proceeds of which will be used to make the Senior Loan to Borrower pursuant to the Borrower
Loan Agreement.
E. The Senior Note, the Senior Security Instrument and the Borrower Loan
Agreement have each been assigned by Governmental Lender to Senior Lender to secure the
Funding Loan. The Borrower and Senior Lender have entered into that certain Construction
Funding Agreement dated as of June 1, 2017 (the "Construction Funding Agreement')
regarding the manner in which the improvements at the Property will be completed and paid for.
Subordination and Intercreditor Agreement (City of Newport Beach) Newport Veterans Apartments
F. Junior Lender has made a loan (the "Junior Loan") to Borrower in the original
principal amount of One Million Nine Hundred Seventy Five Thousand Dollars and 00/100
($1,975,000), which Junior Loan is evidenced by that certain Promissory Note, dated as of
December 18, 2015, made by Borrower to Junior Lender (the "Junior Note") and secured by,
the Junior Security Instrument (as hereinafter defined) encumbering the Property, and has been
advanced to Borrower pursuant to that certain Affordable Housing Agreement and Joint Escrow
Instructions, dated as of December 14, 2015, by and between Community Development Partners,
a California corporation, and Junior Lender, as assigned to Borrower pursuant to that certain
Affordable Housing Agreement and Joint Escrow Instructions Assignment and Assumption
Agreement, dated as of December 18, 2015 (the "Junior Loan Agreement").
G. As a condition to the making of the Senior Loan, Senior Lender requires that
Junior Lender execute and deliver this Agreement.
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the
making of the Senior Loan, the Parties hereby agrees as follows:
1. Definitions. As used in this Agreement, the capitalized terms set forth below
shall have the respective meanings indicated:
"Bankruptcy Proceeding" means any bankruptcy, reorganization, insolvency,
composition, restructuring, dissolution, liquidation, receivership, assignment for the benefit of
creditors, or custodianship action or proceeding under any federal or state law with respect to
Borrower, any guarantor of any of the Senior Indebtedness, any of their respective properties, or
any of their respective partners, members, officers, directors, or shareholders.
"CaIHFA Permanent Loans" means the permanent and subsidy loans to be made for the
purpose of refinancing of the Senior Loan by California Housing Finance Agency in the amount
of $1,575,000 and $290,000, respectively, pursuant to a commitment dated November 8, 2016,
as amended.
"Casualty" means the occurrence of damage to or loss of any of the Property by fire or
other casualty.
"Condemnation " means any proposed or actual condemnation or other taking, or
conveyance in lieu thereof, of all or any part of the Property, whether direct or indirect.
"Default Notice" means: (a) a copy of any written notice from Senior Lender to Borrower
and Junior Lender stating that a Senior Loan Default has occurred under the Senior Loan
Documents; or (b) a copy of the written notice from Junior Lender to Borrower and Senior
Lender stating that a Junior Loan Default has occurred under the Junior Loan Documents. Each
Default Notice shall specify the default upon which such Default Notice is based.
"Enforcement Action" means any exercise of any of Junior Lender's remedies under the
Junior Security Instrument or any of the other Junior Loan Documents, including, without
limitation, any of the following: (i) the acceleration of all or any part of the Junior Indebtedness,
(ii) the commencement of any judicial or non judicial action of proceeding to enforce any
Subordination and Intercreditor Agreement (City of Newport Beach) 2 Newport Veterans Apartments
obligation of Borrower under any of the Junior Loan Documents, collect any monies payable to
Borrower or have a receiver appointed to collect any monies payable to Borrower, or foreclose
the lien(s) created by the Junior Security Instrument, (iii) the filing or joining in the filing of any
involuntary Bankruptcy Proceeding against Borrower or any person or entity which owns a
direct or indirect interest in Borrower, (iv) the advertising of or commencement of any
foreclosure or trustee's sale proceedings, (v) the exercise of any power of sale, (vi) the
acceptance of a deed or assignment in lieu of foreclosure or sale, (vii) the collecting of Rents,
(viii) the obtaining of or seeking of the appointment of a receiver, (ix) the seeking of default
interest, (x) the taking of possession or control of any of the Property, (xi) the commencement of
any suit or other legal, administrative, or arbitration proceeding based upon the Junior Note or
any other of the Junior Loan Documents, (xii) the exercising of any banker's lien or rights of set-
off or recoupment, or (xiii) the taking of any other enforcement action against Borrower, any
other party liable for any of the Junior Indebtedness or obligated under any of the Junior Loan
Documents, or the Property.
"Junior Indebtedness" means all indebtedness of any kind at any time evidenced or
secured by, or arising under, the Junior Loan Documents, whether incurred, arising or accruing
before or after the filing of any Bankruptcy Proceeding.
"Junior Loan Default" means any act, failure to act, event, condition, or occurrence
which constitutes, or which with the giving of notice or the passage of time, or both, would
constitute, an "Event of Default" as defined in the Junior Security Instrument.
"Junior Loan Documents" means, collectively, the Junior Note, the Junior Security
Instrument, the Junior Loan Agreement, that certain Affordable Housing Agreement and Joint
Escrow Instructions, dated as of December 14, 2015, by and between Junior Lender and
Borrower and the other documents evidencing, securing or delivered in connection with the
Junior Loan which are listed on Exhibit B attached hereto, together with such modifications,
amendments and supplements thereto as are approved in writing by Senior Lender to the extent
such consent required by this Agreement.
"Junior Security Instrument" means that certain Deed of Trust with Assignment of Rents,
dated as of December 18, 2015, recorded on December 22, 2015, as Instrument No.
2015000645083 in the Orange County Official Records, made by Borrower for the benefit of
Junior Lender, as the same may from time to time be extended, consolidated, substituted for,
modified, amended or supplemented.
"Loan Agreement" means that certain Construction Funding Agreement, dated as of June
1, 2017, by and between Borrower and Senior Lender relating to the Senior Loan.
"Loss Proceeds" means all monies received or to be received under any insurance policy,
from any condemning authority, or from any other source, as a result of any Condemnation or
Casualty.
"Property" means (i) the land and improvements known or to be known as Newport
Veterans Apartments, located in the City of Newport Beach, Orange County, State of California,
which Property is more particularly described on Exhibit A attached hereto, and (ii) all furniture,
Subordination and Intercreditor Agreement (City of Newport Beach) 3 Newport Veterans Apartments
fixtures and equipment located at such apartments and other property, accounts, deposits and
rights and interests of Borrower encumbered by the Senior Security Instrument and/or the other
Senior Loan Documents.
"Senior Indebtedness" means all indebtedness of any kind at any time evidenced or
secured by, or arising under, the Senior Loan Documents, whether incurred, arising or accruing
before or after the filing of any Bankruptcy Proceeding.
"Senior Loan Documents" means, collectively, the Senior Security Instrument, the Senior
Note, the Loan Agreement and all of the other documents, instruments and agreements now or
hereafter evidencing, securing or otherwise executed in connection with the Senior Loan, as the
same may from time to time be extended, consolidated, substituted for, modified, increased,
amended and supplemented in accordance with the provisions of this Agreement.
"Senior Loan Default" means any act, failure to act, event, condition, or occurrence
which constitutes, or which with the giving of notice or the passage of time, or both, would
constitute, an "Event of Default' as defined in the Senior Security Instrument.
"Senior Note" means the Note, as defined by the Senior Security Instrument, as the same
may from time to time be extended, consolidated, substituted for, modified, increased, amended
and supplemented.
"Senior Security Instrument" means that certain Multifamily Deed of Trust, Assignment
of Rents, Security Agreement and Fixture Filing, dated as of June 1, 2017, made by Borrower for
the benefit of Senior Lender, as the same may from time to time be extended, consolidated,
substituted for, modified, increased, amended and supplemented.
"Subordinated Junior Documents" means, collectively, the Junior Note, the Junior
Security Instrument, together with such modifications, amendments and supplements thereto.
2. Junior Loan and Subordinated Junior Documents are Subordinate; Acts by
Senior Lender do not Affect Subordination.
(a) Junior Lender hereby covenants and agrees on behalf of itself and its
successors and permitted assigns that the Subordinated Junior Documents and the Junior
Indebtedness is and shall at all times continue to be, subordinate, subject and inferior (in
payment and priority) to the Senior Loan Documents and the Senior Indebtedness, and
that the liens, rights, payment interests, priority interests and security interests granted to
Junior Lender in connection with the Subordinated Junior Documents are, and are hereby
expressly acknowledged to be in all respects and at all times, subject, subordinate and
inferior in all respects to the liens, rights, payment, priority and security interests granted
to Senior Lender under the Senior Loan and the Senior Loan Documents and the terms,
covenants, conditions, operations and effects thereof.
(b) Except as expressly set forth herein, repayment of the Junior Indebtedness,
is and shall be subordinated to repayment in full of the Senior Loan. Prior to a Senior
Loan Default (regardless of whether such Senior Loan Default occurs prior to or during
the pendency of a Bankruptcy Proceeding), Junior Lender shall be entitled to receive and
Subordination and [ntercreditor Agreement (City of Newport Beach) 4 Newport Veterans Apartments
retain payments made pursuant to and in accordance with the terms of the Junior Loan
Documents. Junior Lender agrees that from and after such time as it has received a
Default Notice from either Senior Lender or a written notice from Borrower that a Senior
Loan Default then exists (which has not been expressly waived in writing by Senior
Lender) or otherwise has actual knowledge of such a Senior Loan Default, Junior Lender
shall not receive or accept any payments under the Junior Loan.
(c) Without limiting the foregoing, in any Bankruptcy Proceeding, upon any
payment or distribution (whether in cash, property, securities, or otherwise) to creditors
the Senior Indebtedness shall first be paid in full in cash before Junior Lender shall be
entitled to receive any payment or other distribution on account of or in respect of the
Junior Indebtedness.
(d) The subordination of the Subordinated Junior Documents shall continue in
the event that any payment under the Senior Loan Documents (whether by or on behalf of
Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is
for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside
or required to be paid to Borrower, a trustee, receiver or other similar party under any
bankruptcy, insolvency, receivership or similar law. In such event, the Senior
Indebtedness or part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding to the extent of any repayment, return, or other action, as if
such payment on account of the Senior Indebtedness had not been made.
(e) The subordination of the Subordinated Junior Documents shall apply and
continue notwithstanding (i) the actual date and time of execution, delivery, recording,
filing or perfection of the Senior Security Instrument and other Senior Loan Documents
and of the Junior Security Instrument and other Subordinated Junior Documents, and (ii)
the availability of any collateral to Senior Lender, including the availability of any
collateral other than the Property.
(f) By reason of, and without in any way limiting, the full subordination of
the Junior Indebtedness and the Subordinated Junior Documents provided for in this
Agreement, all rights and claims of Junior Lender under the Junior Security Instrument or
under the Subordinated Junior Documents in or to the Property or any portion thereof, the
proceeds thereof, the Leases thereof, the Rents, issues and profits therefrom, and the Loss
Proceeds payable with respect thereto, are expressly subject and subordinate in all
respects to the rights and claims of Senior Lender under the Senior Loan Documents in
and to the Property or any portion thereof, the proceeds thereof, the Leases thereof, the
Rents, issues and profits therefrom, and the Loss Proceeds payable with respect thereto.
(g) [Intentionally Omitted].
(h) Junior Lender hereby acknowledges and agrees that Senior Lender may,
with notice to the Junior Lender but without the consent or approval of Junior Lender,
agree with Borrower to extend, consolidate, modify, or amend any or all the Senior Loan
Documents and otherwise act or fail to act with respect to any matter set forth in any
Senior Loan Document (including, without limitation, the exercise of any rights or
Subordination and Intercreditor Agreement (City of Newport Beach) 5 Newport Veterans Apartments
remedies, waiver, forbearance or delay in enforcing any rights or remedies, the
declaration of acceleration, the declaration of defaults or events of default, the release, in
whole or in part, of any collateral or other property, and any consent, approval or waiver),
and all such extensions, consolidations, modifications, amendments acts and omissions
shall not release, impair or otherwise affect Junior Lender's obligations and agreements
hereunder. Notwithstanding the foregoing, Senior Lender may not modify any provisions
of the Senior Loan Documents that increases the Senior Indebtedness, except for
increases in the Senior Indebtedness that result from advances made by Senior Lender to
protect the security or lien priority of Senior Lender under the Senior Loan Documents or
to cure defaults under the Junior Loan Documents.
It is being understood, nevertheless, that except as provided in this Agreement, the
subordination of the Subordinated Junior Documents does not in any respect alter,
diminish, or limit the rights of the Junior Lender to proceed on the underlying obligation
as evidenced by said Subordinated Junior Documents. The terms of the Junior Loan
Documents shall remain in full force and effect subject to this subordination of the
aforementioned Subordinated Junior Documents.
3. Junior Lender Agreements.
(a) Without the prior written consent of Senior Lender in each instance, Junior
Lender shall not (i) amend, modify, waive, extend, renew or replace any provision of any
of the Junior Loan Documents other than as permitted under this Agreement, or (ii)
pledge, assign, transfer, convey, or sell any interest in the Junior Indebtedness or any of
the Junior Loan Documents other than as permitted under this Agreement; or (iii) appear
in, defend or bring any action in connection with the Property other than as permitted
under this Agreement; or (iv) take any action concerning environmental matters affecting
the Property. Regardless of any contrary provision in the Junior Loan Documents, Junior
Lender shall not collect payments for the purpose of escrowing for any cost or expense
related to the Property or for any portion of the Junior Indebtedness.
(b) Notwithstanding any contrary provision in the Junior Loan Documents,
Senior Lender shall have the right, but shall not have any obligation, to cure any Junior
Loan Default until ninety (90) days following Senior Lender's receipt of an Default
Notice given by Junior Lender as a consequence of the Junior Loan Default. Senior
Lender shall not be subrogated to the rights of Junior Lender under the Junior Loan
Documents by reason of Senior Lender having cured any Junior Loan Default. However,
Junior Lender acknowledges that all amounts advanced or expended by Senior Lender to
cure a Junior Loan Default shall be added to and become a part of the Senior
Indebtedness pursuant to the terms of the Senior Security Instrument.
(c) Intentionally Omitted].
(d) [Intentionally Omitted].
(e) Until such time as any of the Senior Indebtedness has been repaid in full
and the Senior Security Instrument has been released and discharged, unless and until it
Subordination and Intercreditor Agreement (City of Newport Beach) 6 Newport Veterans Apartments
has given Senior Lender at least ninety (90) days prior written notice, Junior Lender shall
not without the prior written consent of Senior Lender, which may be withheld in Senior
Lender's sole and absolute discretion, commence or join with any other creditor, other
than Senior Lender, in commencing any Bankruptcy Proceeding involving Borrower, and
Junior Lender shall not initiate and shall not be a party to any action, motion or request,
in a Bankruptcy Proceeding involving any other person or entity, which seeks the
consolidation of some or all of the assets of Borrower into such Bankruptcy Proceeding,
unless Senior Lender shall have initiated or brought any such action, motion or request.
In the event of any Bankruptcy Proceeding relating to Borrower or the Property or, in the
event of any Bankruptcy Proceeding relating to any other person or entity into which
(notwithstanding the covenant in the first sentence of this clause) the assets or interests of
Borrower are consolidated, then in either event, the Senior Loan shall first be paid in full
before Junior Lender shall be entitled to receive and retain any payment or distribution in
respect to the Junior Loan. Junior Lender agrees that (i) Senior Lender shall receive all
payments and distributions of every kind or character in respect of the Junior Loan to
which Junior Lender would otherwise be entitled, but for the subordination provisions of
this Agreement (including without limitation, any payments or distributions during the
pendency of a Bankruptcy Proceeding involving Borrower or the Property), and (ii) the
subordination of the Junior Loan and the Junior Loan Documents shall not be affected in
any way by Senior Lender electing, under Section 1111(b) of the federal bankruptcy
code, to have its claim treated as being a fully secured claim. In addition, Junior Lender
hereby covenants and agrees that, in connection with a Bankruptcy Proceeding involving
Borrower, neither Junior Lender nor any of its affiliates shall (i) make or participate in a
loan facility to or for the benefit of Borrower on a basis that is senior to or pari passu with
the liens and interests held by Senior Lender pursuant to the Senior Loan Documents, (ii)
not vote affirmatively in favor of any plan of reorganization or liquidation unless Senior
Lender has also voted affirmatively in favor of such plan, and (iii) not contest the
continued accrual of interest on the Senior Indebtedness, in accordance with and at the
rates specified in the Senior Loan Documents, both for periods before and for periods
after the commencement of such Bankruptcy Proceedings.
(f) Junior Lender covenants and agrees that the effectiveness of this
Agreement and the rights of Senior Lender hereunder shall be in no way impaired,
affected, diminished or released by any renewal or extension of the time of payment of
the Senior Loan, by any delay, forbearance, failure, neglect or refusal of Senior Lender in
enforcing payment thereof or in enforcing the lien of or attempting to realize upon the
Senior Loan Documents or any other security which may have been given or may
hereafter be given for the Senior Loan, by any waiver or failure to exercise any right or
remedy under the Senior Loan Documents, or by any other act or failure to act by Senior
Lender. Junior Lender acknowledges that Senior Lender, at its sole option, may release
all or any portion of the Property from the lien of the Senior Security Instrument, and
may release or waive any guaranty, surety or indemnity providing additional collateral to
Senior Lender, and Junior Lender hereby waives any legal or equitable right in respect of
marshaling it might have, in connection with any release of all or any portion of the
Property by Senior Lender, to require the separate sales of any portion of the Property or
to require Senior Lender to exhaust its remedies against any portion of the Property or
any other collateral before proceeding against any other portion of the Property or other
Subordination and Intercreditor Agreement (City of Newport Beach) 7 Newport Veterans Apartments
collateral (including guarantees) for the Senior Loan. Senior Lender may pursue all
rights and remedies available to it under the Senior Loan Documents, at law, or in equity,
regardless of any Default Notice or Enforcement Action by Junior Lender. At any time or
from time to time and any number of times, with notice to Junior Lender and without
affecting the liability of Junior Lender, and in addition to Senior Lender's rights under
Section 2(h) above, any security for the Senior Indebtedness may be modified,
exchanged, surrendered or otherwise dealt with or additional security may be pledged or
mortgaged for the Senior Indebtedness.
(g) Junior Lender acknowledges that it entered into the transactions
contemplated by the Junior Loan Documents and made the Junior Loan to Borrower
without reliance upon any information or advice from Senior Lender.
(h) Junior Lender hereby represents and warrants that, as of the date hereof,
the entire proceeds of the Junior Loan have been disbursed to Borrower. Junior Lender
hereby further represents and warrants that: (i) Junior Lender is now the owner and
holder of the Junior Loan Documents; (ii) the Junior Loan Documents are now in full
force and effect; (iii) the Junior Loan Documents have not been modified or amended;
(iv) no default or event which, with the passing of time or giving of notice would
constitute a default, under the Junior Loan Documents has occurred; (v) the current
outstanding principal balance of the Junior Indebtedness is One Million Nine Hundred
Seventy -Five Thousand Dollars and no/100 Dollars ($1,975,000); (vi) [intentionally
omitted]; (vii) none of the rights of Junior Lender under any of the Junior Loan
Documents are subject to the rights of any third parties, by way of subrogation,
indemnification or otherwise; and (viii) there are no other Junior Loan Documents other
than those listed on Exhibit B hereto. Borrower further represents and warrants that it has
provided to Senior Lender a true, complete, and correct copy of all the Junior Loan
Documents.
(i) Junior Lender hereby agrees that notwithstanding anything to the contrary
in the Junior Loan Documents, for so long as the Senior Loan is outstanding, Borrower
shall not be obligated to pay more than twenty-five percent (25%) of Net Operating
Income (as defined in the Junior Note) in payments under the Junior Note.
0) Notwithstanding any provision to the contrary contained in the Junior
Loan Documents, in the event of a foreclosure of the Senior Instrument:
(i) the Regulatory Agreement and Declaration of Covenants and
Restrictions, dated as of December 18, 20015, by and between Junior Lender and
Borrower, recorded on December 22, 2015, as Instrument No. 2015000645086 in
the Orange County Official Records (the "Regulatory Agreement") shall be
automatically deemed modified to replace Section 1.13 with the following:
"1.13 Restricted Unit Matrix. As used in this Agreement, the term
"Restricted Unit Matrix" shall mean that certain matrix attached hereto
and incorporated herein as Exhibit "C". This matrix requires the 12 one -
bedroom Units at the project site to be the following: 12 Units at 60%
Subordination and Intercreditor Agreement (City of Newport Beach) 8 Newport Veterans Apartments
AMI. This matrix additionally requires that seven (7) Units be occupied by
Veteran Households and five (5) Units be occupied by Senior Households
with a leasing preference for Veteran Senior Households."
(ii) Exhibit C to the Regulatory Agreement and Exhibit B to the that
certain Notice of Affordability Restrictions on Transfer of Property, dated as of
December 18, 2015, with consent for recordation by Borrower, recorded on
December 22, 2015, as Instrument No. 2015000645085 in the Orange County
Official Records shall each be automatically deemed modified to read as follows:
RESTRICTED UNIT MATRIX*
Size
No. of Units
60% AMI
60% Senior Veteran
Veteran
Household Unit
Household Unit
One bedroom
12
7
5
* At all times one (1) unit shall be occupied by an on-site property manager that is
also an Eligible Tenant.
4. Limited Standstill Agreement; Right to Cure Senior Loan Default.
(a) Until such time as any of the Senior Indebtedness has been repaid in full
and the Senior Security Instrument has been released and discharged, unless and until it
has given Senior Lender at least ninety (90) days prior written notice, Junior Lender shall
not without the prior written consent of Senior Lender, which may be withheld in Senior
Lender's sole and absolute discretion, take any Enforcement Action, including, without
limitation, (i) accelerate the Junior Loan, (ii) exercise any of Junior Lender's remedies
under the Junior Security Instrument or any of the other Junior Loan Documents
(including, without limitation, the commencement of any judicial or non -judicial action
of proceeding (a) to enforce any obligation of Borrower under any of the Junior Loan
Documents, (b) to collect any monies payable to Borrower, (c) to have a receiver
appointed to collect any monies payable to Borrower; or (d) to foreclose the lien(s)
created by the Junior Security Instrument) or (iii) file or join in the filing of any
involuntary Bankruptcy Proceeding against Borrower or any person or entity which owns
a direct or indirect interest in Borrower; provided, however, that such limitation on the
remedies of Junior Lender shall not derogate or otherwise limit Junior Lender's rights,
following an event of default under the Junior Loan Documents to (a) compute interest on
all amounts due and payable under the Junior Loan at the default rate described in the
Junior Loan Documents, (b) compute prepayment premiums and late charges, (c) enforce
against any person, other than Borrower and any guarantors or indemnitors under the
Senior Loan Documents, any guaranty of the obligations of Borrower under the Junior
Loan, and (d) enforce covenants and agreements of Borrower relating to income, rent, or
affordability restrictions contained in any land use restriction or regulatory agreement.
Subordination and Intercreditor Agreement (City of Newport Beach) 9 Newport Veterans Apartments
(b) Senior Lender shall, simultaneously with the sending of any Default
Notice for a Senior Loan Default to Borrower, send to Junior Lender a copy of such
Default Notice; provided, however, failure to do so shall not affect the validity of such
notice or any obligation of Borrower to Senior Lender and shall not affect the relative
priorities between the Senior Loan and the Junior Loan as set forth herein. Borrower
covenants and agrees to forward to Junior Lender, within three (3) business days of
Borrower's receipt thereof, a copy of any Default Notice for a Senior Loan Default
Borrower receives from Senior Lender.
(c) Junior Lender shall have the right, but shall not have any obligation, to
cure any Senior Loan Default until ninety (90) days following Junior Lender's receipt of
Default Notice for a Senior Loan Default if during such ninety (90) day period Junior
Lender keeps current all payments required by the Senior Loan Documents; provided that
in the event a non -monetary default creates an unacceptable level of risk relative to the
Property, or Senior Lender's secured position relative to the Property, as determined by
Senior Lender in its sole discretion, then Senior Lender may exercise during such ninety
(90) day period all available rights and remedies to protect and preserve the Property and
the rents, revenues and other proceeds from the Property. Junior Lender shall not be
subrogated to the rights of Senior Lender under the Senior Loan Documents by reason of
Junior Lender having cured any Senior Loan Default. However, Senior Lender
acknowledges that, to the extent so provided in the Junior Loan Documents, amounts
advanced or expended by Junior Lender to cure a Senior Loan Default may be added to
and become a part of the Junior Indebtedness.
(d) Junior Lender agrees that, notwithstanding any contrary provision
contained in the Junior Loan Documents, a Senior Loan Default shall not constitute a
default under the Junior Loan Documents if no other default occurred under the Junior
Loan Documents.
(e) Junior Lender acknowledges that any conveyance or other transfer of title
to the Property pursuant to a foreclosure of the Junior Security Instrument (including a
conveyance or other transfer of title pursuant to the exercise of a power of sale contained
in the Junior Security Instrument), or any deed or assignment in lieu of foreclosure or
similar arrangement, shall be subject to the transfer provisions of the Senior Loan
Documents; and the person (including Junior Lender) who acquires title to the Property
pursuant to the foreclosure proceeding (or pursuant to the exercise of a power of sale
contained in the Junior Security Instrument) shall not be deemed to be automatically
approved by Senior Lender.
5. Insurance. Junior Lender acknowledges that all original policies of insurance
required pursuant to the Senior Security Instrument shall be held by Senior Lender. The
preceding sentence shall not preclude Junior Lender from requiring that it be named as a loss
payee, as its interest may appear, under all policies of property damage insurance maintained by
Borrower with respect to the Property, provided such action does not affect the priority of
payment of the proceeds of property damage insurance under the Senior Security Instrument, or
that it be named as an additional insured under all policies of liability insurance maintained by
Borrower with respect to the Property as required by the Junior Loan Documents.
Subordination and Intercreditor Agreement (City of Newport Beach) 10 Newport Veterans Apartments
6. Cooperation with Refinancing. Junior Lender hereby agrees to cooperate with
Borrower in any refinancing of the Senior Loan at its maturity by the Ca1HFA Permanent Loan
and, if requested by California Housing Finance Agency, shall execute a subordination and
Intercreditor agreement in as shall be mutually agreed upon by California Housing Finance
Agency and Junior Lender.
7. Default. Each party hereto acknowledges that in the event any party fails to
comply with its obligations hereunder, the other parties shall have all rights available at law and
in equity, including the right to obtain specific performance of the obligations of such defaulting
party and injunctive relief. No failure or delay on the part of any party hereto in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy hereunder.
8. Enforcement Costs. Borrower agrees to reimburse Senior Lender for any and all
costs and expenses (including reasonable attorneys' fees) incurred by Senior Lender in
connection with enforcing its rights against Junior Lender under this Agreement. Junior Lender
shall not be liable for payment of any attorney fees, costs, or expenses incurred by the other
Parties under this Agreement. Any legal actions must be instituted in the Superior Court of the
County of Orange, State of California, or in the Federal District Court in the Central District of
California, Southern Division. In the event of any litigation between the parties hereto, the
prevailing Party shall not be entitled to receive its attorney's fees and costs and such other costs
incurred in investigating the action and prosecuting the same, including costs for expert
witnesses, costs on appeal, and for discovery.
9. Notices. Any notice which any party hereto may be required or may desire to
give hereunder shall be deemed to have been given and shall be effective only if it is in writing
and (i) delivered personally, (ii) mailed, postage prepaid, by United State registered or certified
mail, return receipts requested, or (iii) delivered by overnight express courier, in each instance
addressed as follows:
To Junior Lender: City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attention: City Manager
With a copy to:
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attention: Community Development Director
If to Senior Lender: Citibank, N.A.
388 Greenwich Street, 8th Floor
New York, New York 10013
Subordination and Intercreditor Agreement (City of Newport Beach) 11 Newport veterans Apartments
Attention: Transaction Management Group
Re: Newport Veterans Apartments Deal ID No. 24368
Facsimile: (212) 723-8209
With a copy to: Citibank, N.A.
325 East Hillcrest Drive, Suite 160
Thousand Oaks, California 91360
Attention: Operations Manager/Asset Manager
Re: Newport Veterans Apartments Deal ID No. 24368
Facsimile: (805) 557-0924
Prior to the Conversion Citibank, N.A.
Date, with a copy to: 388 Greenwich Street, 8th Floor
New York, New York 10013
Attention: Account Specialist
Re: Newport Veterans Apartments Deal ID No. 24368
Facsimile: (212) 723-8209
Following the Conversion Citibank N.A.
Date, with a copy to: c/o Berkadia Commercial Servicing Department
323 Norristown Road, Suite 300
Ambler, Pennsylvania 19002
Attention: Client Relations Manager
Re: Newport Veterans Apartments Deal ID No. 24368
Facsimile: (215) 328-0305
And a copy of any notices Citibank, N.A.
of default sent to: 388 Greenwich Street
New York, New York 10013
Attention: General Counsel's Office
Re: Newport Veterans Apartments Deal ID No. 24368
Facsimile: (646) 291-5754
or at such other addresses or to the attention of such other persons as may from time to time be
designated by the party to be addressed by written notice to the other in the manner herein
provided. Notices, demands and requests given in the manner aforesaid shall be deemed
sufficiently served or given for all purposes hereunder when received or when delivery is refused
or when the same are returned to sender for failure to be called for.
10. WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, EACH OF THE PARTIES HERETO (A)
COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO
ANY ISSUE ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN
THE PARTIES THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT
TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY
SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL
Subordination and [ntercreditor Agreement (City of Newport Beach) 12 Newport Veterans Apartments
BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.
11. Term. The term of this Agreement shall commence on the date hereof and shall
continue until the earliest to occur of the following events: (i) the payment of all of the principal
of, interest on and other amounts payable under the Senior Loan Documents; (ii) the payment of
all of the principal of, interest on and other amounts payable under the Junior Loan Documents.
In all events, the provisions of Section 30) shall survive any foreclosure of the Senior
Instrument.
12. Miscellaneous.
(a) Junior Lender shall, within twenty (20) business days following a written
request from Senior Lender, provide Senior Lender with a written statement setting forth
the then current outstanding principal balance of the Junior Loan, the aggregate accrued
and unpaid interest under the Junior Loan, and stating whether, to the knowledge of
Junior Lender, any default or event of default exists under the Junior Loan, and
containing such other information with respect to the Junior Indebtedness as Senior
Lender may require. Upon notice from Senior Lender from time to time, Junior Lender
shall execute and deliver such additional instruments and documents, and shall take such
actions, as are required by Senior Lender in order to further evidence or effectuate the
provisions and intent of this Agreement.
(b) This Agreement shall bind and inure to the benefit of all successors and
assigns of Junior Lender and Senior Lender. Senior Lender may assign its interest in the
Senior Loan Documents without notice to or consent of Junior Lender. Junior Lender
assign its rights and interests hereunder to any governmental entity provided that Junior
Lender so notifies Senior Lender. Junior Lender may not assign its rights and interests
hereunder to any non-governmental entity without the prior written consent of Senior
Lender, which consent may be withheld or conditioned in its sole and absolute discretion.
(c) Senior Lender hereby consents to the Junior Loan and the Junior Loan
Documents; provided, however, that this Agreement does not constitute an approval by
Senior Lender of the terms of the Junior Loan Documents. Junior Lender hereby
consents to the Senior Loan and the Senior Loan Documents; provided, however, that this
Agreement does not constitute an approval by Junior Lender of the terms of the Senior
Loan Documents.
(d) This Agreement may be executed in multiple counterparts, each of which
shall constitute an original document and all of which together shall constitute one
agreement.
(e) IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION,
MATTERS OF CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT
AND THE OBLIGATIONS ARISING HEREUNDER, THIS AGREEMENT HAS
BEEN ENTERED INTO AND DELIVERED IN, AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY, THE LAWS OF THE STATE WHERE
Subordination and Intercreditor Agreement (City of Newport Beach) 13 Newport Veterans Apartments
THE PROPERTY IS LOCATED, WITHOUT GIVING EFFECT TO ANY
PRINCIPLES OF CONFLICTS OF LAW.
(f) Time is of the essence in the performance of every covenant and
agreement contained in this Agreement.
(g) If any provision or remedy set forth in this Agreement for any reason shall
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or remedy of this Agreement and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision or
remedy had never been set forth herein, but only to the extent of such invalidity, illegality
or unenforceability.
(h) Each party hereto hereby represents and warrants that this Agreement has
been duly authorized, executed and delivered by it and constitutes a legal, valid and
binding agreement enforceable in all material respects in accordance with its terms.
(i) Borrower hereby acknowledges and consents to the execution of this
Agreement, and agrees to be bound by the provisions hereof that are applicable to
Borrower. Solely as between Senior Lender and Junior Lender, all of the signatories
below hereby agree that to the extent of any conflict between the terms and provisions of
this Agreement and the terms and provisions of the Senior Loan Documents and/or the
Junior Loan Documents respectively, the terms and provisions of this Agreement shall
govern and control. By executing this Agreement in the place provided below, Borrower
hereby (i) acknowledges the provisions hereof, (ii) agrees not to take any action
inconsistent with Senior Lender's rights or Junior Lender's rights under this Agreement,
(iii) waives and relinquishes to the maximum extent permitted by law any and all rights,
defenses and claims now existing or hereinafter accruing relating to Junior Lender's
forbearance from exercising any rights and remedies pursuant to Section 4 of this
Agreement, including, without limitation, any defenses based on the statute of limitations
or any equitable defenses, such as laches, and (iv) acknowledges and agrees that (A) this
Agreement is entered into for the sole protection and benefit of Senior Lender and Junior
Lender (and their respective successors, assigns and participants), and no other person
(including Borrower) shall have any benefits, rights or remedies under or by reason of
this Agreement, (B) nothing in this Agreement is intended, or shall be construed to,
relieve or discharge the obligations or liabilities of any third party (including Borrower
under the Senior Loan Documents and the Junior Loan Documents), (c) none of
Borrower nor any of its affiliates shall be, or be deemed to be, beneficiaries of any of the
provisions hereof or have any rights hereunder whatsoever, and (D) no provision of this
Agreement is intended to, or shall be construed to, give any such third party (including
Borrower) any right subrogating to the rights of, or action against, Senior Lender or
Junior Lender.
0) No amendment, supplement, modification, waiver or termination of this
Agreement shall be effective against any party unless such amendment, supplement,
modification, waiver or termination is contained in a writing signed by such party.
Subordination and Intercreditor Agreement (City of Newport Beach) 14 Newport Veterans Apartments
(k) No party other than Senior Lender and Junior Lender shall have any rights
under, or be deemed a beneficiary of any of the provisions of, this Agreement.
(1) Nothing herein or in any of the Senior Loan Documents or Junior Loan
Documents shall be deemed to constitute Senior Lender as a joint venturer or partner of
Junior Lender.
(m) Nothing in this Agreement is intended, nor will it be construed, to in any
way limit the exercise by Junior Lender of its governmental powers (including police,
regulatory and taxing powers) with respect to Borrower or the Mortgaged Property to the
same extent as if it were not a party to this Agreement or the transactions contemplated
by this Agreement.
13. Attached Exhibits.
The following Exhibits are attached to this Agreement and are incorporated by reference
herein as if more fully set forth in the text hereof:
Exhibit A — Legal Description
Exhibit B — Junior Loan Documents
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Subordination and Intercreditor Agreement (City of Newport Beach) 15 Newport Veterans Apartments
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Subordination and Intercreditor Agreement or caused this Subordination and Intercreditor
Agreement to be duly executed and delivered by their respective authorized representatives as of
the date first set forth above.
Dated: June', 2017
Dated: June ZT, 2017
Dated: June 0, 2017
111100]ta11NOaN
CITY OF NEWPOR ACH, a ' c
municipal co ora ' n and chart c'
1
By:
Kev' 1 Muldoon
Mayor
APPROVE S TO FORM:
Aaron C. arp (AM owiz�ll'}
City Alfbipey
ATTEST:
4&14-'nw�
Leilani I. Brown
City Clerk
CA Ll V-' 90F
Subordination and Intercreditor Agreement (City of Newport Beach) S-1 Newport Veterans Apartments
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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
OnAL'Lih C-1
before me, '"" ( ere insert name and title of the
officer), personally appeared M who proved to me on the basis of
satisfactory evidence to be the person whose names) is/a subscribed to the within instrument
and acknowledged to me that he/sPk/tl 6y executed the same in his/�r/their authorized capacity(i ,
and that by his/or/tl4ir signature on the instrument the person, or the entity upon beha f 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. JENNIFER LEE NELSON
Commission * 2096990 Z
Signature (Seal) j Notary Public - California z
Z Riverside County
Mv comm. Expires Jan 13, 2019+
Subordination and Intercreditor Agreement (City of Newport Beach) Newport Veterans Apartments
SENIOR LENDER:
CITIBANK, N.A.
By:
Name: Michael Hemmens
Title: Authorized Signatory
Subordination and Intercreditor Agreement (City of Newport Beach) S-2 Newport Veterans Apartments
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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
COUNTY OF ��✓t�
CALIFORNIA
On 1.701 before me,nKw W(here insert name and title of the
officer), personally appeared M, I> who proved to me on the basis of
satisfactory evidence to be the person whose named is are subscribed to the within instrument
and acknowledged to me that h�she/they executed the same in his her/their authorized capacityes
f,
and that byhi her/their signature(,q on the instrument the personM, or the entity upon behalf of
which the personXacted, 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)
"�.IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIL
MATTHEW W. KNIPPRATH =
Notary Public • California
=`=� k : Ventura County
_ �~`� : Commission # 2109157 =
My Comm. Expires Apr 27, 2019
I!nn!unuununnunnuuuuuuuwn!wuuumuuuuumumnum�.
Subordination and Intercreditor Agreement (City of Newport Beach) Newport Veterans Apartments
ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST SET FORTH ABOVE:
BORROWER:
NEWPORT VETERANS APARTMENTS LP, a
California limited partnership
By: Mercy House CHDO, Inc., a California
nonprofit public benefit corporation, its
managing general partner
By:
Name: rry Haynes
Title: Executive Director
By: CDP Newport LLC, a California limited
liability company, its administrative general
partner
By: Community Development Partners, a
California corporation, its sole member
and manager
By:
Name: Kyle Paine
Title: President
Subordination and Intercreditor Agreement (City of Newport Beach) S-3 Newport Veterans Apartments
ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST SET FORTH ABOVE:
:0
NEWPORT VETERANS APARTMENTS LP, a
California limited partnership
By: Mercy House CHDO, Inc., a California
nonprofit public benefit corporation, its
managing general partner
By: _
Name
Title:
Larry Haynes
Executive Director
By: CDP Newport LLC, a California limited
liability company, its administrative general
partner
By: Community Development Partners, a
California corporation, its sole member
and manager
By: _I/
Name: Kyle Paine
Title: President
Subordination and Intercreditor Agreement (City of Newport Beach) S-3 Newport Veterans Apartments
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 rr�n1 OF
COUNTY OF V E, vw f_
CALIFORNIA
On;Vm ,)pts- before me, 0L[Ch-0j)4&g7R 4here insert name and title of the
officer), personally appeared Lowc. c who proved to me on the basis of
satisfactory evidence to be the person(4 whose nam*) 0/a�e subscribed to the within instrument
and acknowledged to me that/sl,-/t y executed the same in 10/heir authorized capacity(.ioo,
and that by Ji /lopk-lkeir signature(.$) on the instrument the person(40, or the entity upon behalf of
which the personE4 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.
Signatur (Seal)
___r
ANALILIA721-21-926
LESTI
Commission
ZNotary Public • California z
4POrange
z County 9
My Comm. E ares Au 29 2019
Subordination and Intercreditor Agreement (City of Newport Beach) Newport Veterans Apartments
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 GA- OF CALIFORNIA
COUNTY OF 0"734C
�' Allis �•�G9rr-�e�
On % before me, IN oyri4.&/ jV4*"c_ (here insert name and title of the
officer), per onally appeared K,/te— 12AI ✓r- who proved to me on the basis of
satisfactory evidence to be the person(.*)'whose name(&)' is/are subscribed to the within instrument
and acknowledged to me that he/s*/th-y executed the same in his/lWVtk6r authorized capacity(ies),
and that by his/lir/tl*r signature(Won the instrument the persoRoss , or the entity upon behalf of
which the personv 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)
4�N� a- Ltd I /JD
_JIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIiII111111111111L
SOPHIA LICAUCO
Notary Public - California
.�� Orange County
Commission # 2066886
My Comm. Expires May 3. 2018
111111111111111111111111111111111111 III 1111111111111111111111111111111111111111111111111 r.
Subordination and Intercreditor Agreement (City of Newport Beach) Newport Veterans Apartments
EXHIBIT A
LEGAL DESCRIPTION
All that certain real property situated in the County of Orange, State of California, described
as follows:
Lots 11, 12 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 the 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 the 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 the deeds of record
Depth: 400 feet.
Assessor's Parcel Number: 045-114-15
Address: 6001 Newport Shores Drive, Newport Beach, California 92663
Subordination and [ntercreditor Agreement (City of Newport Beach) A-1 Newport Veterans Apartments
EXHIBIT B
JUNIOR LOAN DOCUMENTS
1. Affordable Housing Agreement and Joint Escrow Instructions, dated as of December 14,
2015, by and between Community Development Partners, a California corporation, and
Junior Lender, as assigned to Borrower pursuant to that certain Affordable Housing
Agreement and Joint Escrow Instructions Assignment and Assumption Agreement, dated
as of December 18, 2015, recorded on December 22, 2015, as Instrument No.
2015000645084 in the Orange County Official Records.
2. Promissory Note, dated December 18, 2015, made by Borrower to Junior Lender.
3. Deed of Trust with Assignment of Rents, dated December 18, 2015, made by Borrower
for the benefit of Junior Lender, recorded on December 22, 2015, as Instrument No.
2015000645083 in the Orange County Official Records.
4. Regulatory Agreement and Declaration of Covenants and Restrictions, dated as of
December 18, 20015, by and between Junior Lender and Borrower, recorded on
December 22, 2015, as Instrument No. 2015000645086 in the Orange County Official
Records.
5. Notice of Affordability Restrictions on Transfer of Property, dated as of December 18,
2015, with consent for recordation by Borrower, recorded on December 22, 2015, as
Instrument No. 2015000645085 in the Orange County Official Records.
Subordination and Intercreditor Agreement (City of Newport Beach) B-1 Newport Veterans Apartments