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HomeMy WebLinkAboutDHI Kings View Associates - Subordination Agmt. for Kings View Estates Illlllllilllllll��llillllllllllillilllllillllllll RECORDING REQUESTED BY: FRESNO County Recorder Fidelity National Title Company Paul Dictos, C.P.A. Order No.: FFOM-2011502059 DOCK 2017-0044422 Check Number 1435000456 When Recorded Mail Document To: Monday, APR 10, 2017 14:46:04 Kutak Rock LLP Tt 1 Pd $62,00 RcpCRRt/R 7/1?1804 Suite 28B, Two Liberty Place 50 South 16th Street Philadelphia, Pennsylvania 19102 Attention: Andrew P. Schmutz, Esquire APN/Parcel ID(s): 479-040-52 SPACE ABOVE THIS LINE FOR RECORDER'S USE Subordination Agreement Among CALIFORNIA AFFORDABLE HOUSING AGENCY, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee, CITY OF FRESNO and DHI KING'S VIEW ASSOCIATES, L.P. Dated as of April 1, 2017 i f *** This Subordination Agreement is being executed in counterpart and when combined these counterparts constitute one and the same original instrument I i THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION I (Additional recording fee applies) t Y t SUBORDINATION AGREEMENT Among CALIFORNIA AFFORDABLE HOUSING AGENCY, WILMINGTON TRUST,NATIONAL ASSOCIATION, as trustee, CITY OF FRESNO and DHI KING'S VIEW ASSOCIATES,L.P. i Dated as of April 1,2017 This instrument Prepared By and after Recording Return To: Kutak Rock LLP Suite 28B,Two Liberty Place 50 S. Sixteenth Street Philadelphia,Pennsylvania 19102 Attention: Andrew P. Schmutz,Esquire i 4840-6413-5748.4 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT dated as of April 1, 2017 (as amended, modified, supplemented or assigned from time to time, this "Agreement") by and among CALIFORNIA AFFORDABLE HOUSING AGENCY, a joint exercise of powers agency duly organized and validly existing under the laws of California (together with its permtted successors and assigns, "Issuer"), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and validly existing under the laws of the United States of America, as trustee(together with its permitted successors and assigns, "Trustee" or the "Senior Lender"), CITY OF FRESNO, a California municipal corporation duly organized and validly existing under the laws of the State of California ("Subordinate Lender"), and DHI KING'S VIEW ASSOCIATES, L.P., a limited partnership duly organized and validly existing under the laws of the State of California (together with its permitted successors and assigns,the"Borrower"), WITNESSETH: WHEREAS, the Borrower is the owner of certain property located in the City of Fresno, California, more particularly described on Exhibit A attached hereto, on which the Borrower intends to rehabilitate certain improvements consisting of a 116 unit multifamily apartment facility, together with related amenities (such property and the improvements described above are collectively referred to herein as the"Property"); WHEREAS, the Property is being acquired and rehabilitated, in part, with the proceeds of those certain Multifamily Housing Revenue Bonds (King's View Estates), Series 2017A issued by the Issuer in the original principal amount of$9,250,000 (the "Bonds"), issued pursuant to an Indenture of Trust of even date herewith between Issuer and Trustee(as amended,modified or supplemented from time to time, the"Indenture"), the proceeds of which are being loaned to the Borrower pursuant to the terms of a Loan Agreement dated as of the date hereof between Issuer and the Borrower (as amended, modified or supplemented from time to time, the"Loan Agreement"); PC(,0Q-DWi -- CZOC.uA-�-60'R-l( WHEREAS, the Borrower's obligations under the Loan Agreement are evidenced by a promissory note dated as of the date of issuance of the Bonds (as amended, modified or supplemented from time to time, the "Note"), and are secured by, among other things, a first-priority mortgage lien on the Property granted pursuant to a Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of the date hereof(as amended, modified or supplemented from time to time, the "Senior Mortgage", which, together with the Loan Agreement, the Note and all other agreements contemplated therein or evidencing or securing the Borrower's obligations under the Loan Agreement are hereinafter collectively referred to as the"Senior Loan Documents" and the indebtedness evidenced and secured by the Senior Loan Documents is hereinafter collectively referred to as the "Senior Indebtedness"); r WHEREAS, the Property is financed, in part, with the proceeds of a loan made by Subordinate _ Lender and assumed by Borrower pursuant to an Assignment and Assumption of Annandale Housing Partners' Superseded and Restated Promissory Note to DHI King's View Associates, L.P., dated as of September 19, 2016 and evidenced by a promissory note in the original face amount of$2,966,72001as amended, modified or supplemented from time to time, the"Subordinate Note"); WHEREAS, the Borrower's obligations to Subordinate Lender under the Subordinate Note (the "Subordinate Indebtedness") are secured by a Deed of Trust executed by the Borrower dated February 26, 1989 and recorded as Document No. 89021519 on February 28, 1989 if the Official Records of Fresno County, California (as amended, modified or supplemented from time to time, the "Subordinate 4840-6413-5748.4 Mortgage" and together with the Subordinate Note and all other agreements contemplated therein or evidencing or securing the Subordinate Indebtedness are hereinafter referred to as the "Subordinate Loan Documents"); WHEREAS, it is a requirement of the Senior Loan Documents that the Senior Mortgage shall be and remain liens or charges upon the Property prior and superior to the lien or charge of the Subordinate Loan Documents, that the Subordinate Indebtedness be subordinated in right of payment to the Senior Indebtedness and that the Subordinate Indebtedness be payable solely from cash available after payment of operating expenses of the Property and amounts due and owing in respect of the Senior Indebtedness. NOW, THEREFORE, in consideration of the foregoing and the mutual benefits accruing to the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged and intending to be legally bound hereby, it is hereby declared, understood and agreed by the parties as follows: 1. Subordination of Subordinate Loan Documents. Subordinate Lender declares, agrees and acknowledges that the Senior Mortgage, and any renewals or extensions thereof, and any modifications thereof or substitutions therefor which do not increase the principal balance secured thereby (except increases by reason of protective advances or payment of Senior Lender's costs or increases to which Subordinate Lender has consented in accordance with Section 3(c) hereof) and all advances made pursuant to the Senior Mortgage, all costs and expenses secured thereby and interest on the foregoing, shall unconditionally be and remain at all times liens or charges on the Property prior and superior to the lien or charge of the Subordinate Loan Documents. 2. Subordination of Subordinate Indebtedness; Remitting Subordinate Loan Payments to Senior Lender; Reinstatement. (a) The Subordinate Indebtedness is hereby subordinated in right of payment to any and all of the Senior Indebtedness and shall be payable only from and to the extent of revenues of the Property available after payment of all amounts then due and owing under the Senior Loan Documents and all current operating expenses of the Property. Notwithstanding the foregoing, unless and until the Senior Lender gives Subordinate Lender notice of the occurrence of a default, an event of default or any event which, with the giving of notice or the passage of time(or both) will constitute a default or an event of default, under the Senior Loan Documents, Subordinate Lender may receive and accept regularly scheduled payments on account of principal and interest payable under the Subordinate Loan Documents to the extent of cash flow of the Borrower available after payment of current operating expenses of the Property and amounts then due and owing under the Senior Loan Documents. z (b) If Subordinate Lender shall receive any payments or other rights in any property of the Borrower or any other obligor after the Senior Lender has given Subordinate Lender notice of a default, an event of default or an event which with the giving of notice or the passage of time (or both) will constitute a default or an event of default, under the Senior Loan Documents, such payment or property shall be received by Subordinate Lender in trust for Senior Lender and shall immediately be delivered and transferred to Senior Lender. (c) If at any time payment of all or any part of the Senior Indebtedness is rescinded or must otherwise be restored or returned by Senior Lender in connection with any bankruptcy, reorganization, arrangement, insolvency, liquidation or similar proceedings (a "Proceeding") in respect of Borrower, General Partner or any other obligor, and Subordinate Lender has received payment of all or any part of the Subordinate Indebtedness, Subordinate Lender shall forthwith turn over the same to, and 1 2 4840-6413-5748.4 ( � t `t for the account of, Senior Lender, until Senior Lender has received indefeasible payment in full of any such payments on the Senior Indebtedness that have been so rescinded,restored or returned. 3. Exercise of Remedies. (a) Subordinate Lender declares, agrees, and acknowledges that it will not, without the prior written consent of Senior Lender: (i) sue the Borrower or any other obligor under any of the Subordinate Loan Documents; (ii) accelerate or accept a prepayment in full or in part of the Subordinate Indebtedness; (iii) commence any action to foreclose or exercise any power of sale under the Subordinate Mortgage; (iv) accept a deed or assignment in lieu of foreclosure for the Property or any part or portion thereof, (v) seek or obtain a receiver for the Property or any part or portion thereof, (vi)take possession or control of the Property, or collect or accept any rents from the Property; (vii) take any action that would terminate any leases or other rights held by or granted to or by third parties with respect to the Property; (viii) initiate or join any other creditor in commencing any Proceeding with respect to the Borrower or any other obligor; (ix) incur any obligation to the Borrower or any other obligor other than as provided in the Subordinate Loan Documents, (x) exercise any other remedies under the Subordinate Loan Documents; or(xi)take any other enforcement action against the Borrower or any other obligor or against the Property or any part or portion thereof. (b) Subordinate Lender agrees that Senior Lender shall have, as determined in accordance with and subject to the terms of the Senior Loan Documents, upon the occurrence of an Event of Default under and as defined in the Senior Loan Documents, the right to (i) accelerate or accept prepayment in full or in part of the Senior Indebtedness; (ii) commence any action to foreclose or exercise any power of sale under the Senior Mortgage; (iii) accept a deed or assignment in lieu of foreclosure for the Property or any part or portion thereof, (iv) seek or obtain a receiver for the Property or any part or portion thereof, (v) take possession or control of the Property, and collect and accept rents from the Property; (vi) sue the Borrower or any other obligor under any of the Senior Loan Documents; (vii) exercise any rights of set-off or recoupment that Senior Lender may have against the Borrower or any other obligor; (viii) exercise any other remedies under the Senior Loan Documents; or(ix) take any other enforcement action against the Property or any part or portion thereof, all without any responsibility or liability to Subordinate Lender with respect to the Property, the Borrower, the General Partner or any other obligor. (c) Subordinate Lender agrees that Senior Lender shall have absolute power and discretion, without notice to Subordinate Lender, to deal in any manner with the Senior Indebtedness, including interest, costs and expenses payable by the Borrower to Senior Lender, and any security and guaranties therefor, including, but not by way of limitation, release, surrender, extension, renewal, acceleration, compromise or substitution; provided that Senior Lender shall not increase the principal amount of the indebtedness to which the Subordinate Loan Documents are subordinate (other than increases resulting from protective advances or payment of Senior Lender's costs) without the prior written consent of Subordinate Lender, which consent shall not be unreasonably withheld or delayed. i (d) Subordinate Lender further agrees that if at any time Subordinate Lender should commence any foreclosure proceeding, or commence any action to execute on any lien obtained by way of attachment or otherwise on the Property, or otherwise take any action prohibited under Paragraph 3(a), Senior Lender shall(unless Senior Lender has consented to such action or remedy) be entitled to have the same vacated, dissolved and set aside by such proceedings at law or otherwise as Senior Lender may deem proper, and this Agreement shall be and constitute full and sufficient grounds therefor and shall entitle Senior Lender to become a party to any proceedings at law or otherwise in or by which Senior Lender may deem it proper to protect its interests hereunder. 3 4840-6413-5748.4 (e) No act, omission, breach or other event under this Agreement shall defeat, invalidate or impair in any respect the absolute, unconditional and irrevocable subordination of the Subordinate Loan Documents to the Senior Loan Documents as provided in this Agreement. 4. No Marshaling of Assets. Subordinate Lender specifically waives and renounces any right which it may have under any applicable statutes, whether at law or in equity, to require Senior Lender to marshal collateral or to otherwise seek satisfaction from any particular assets or properties of the Borrower or from any third party. 5. Bankruptcy Matters. (a) The subordination provided for in this Agreement shall apply, notwithstanding the availability of other collateral to Senior Lender or the actual date and time of execution, delivery, recordation, filing or perfection of the Senior Mortgage or the Subordinate Loan Documents and, insofar as Subordinate Lender is concerned, notwithstanding the fact that the Senior Indebtedness or any claim for the Senior Indebtedness may be subordinated, avoided or disallowed, in whole or in part, as against the Borrower or any other obligor under the Bankruptcy Code or other applicable federal or state law. In the event of any Proceeding, the Senior Indebtedness shall include all interest and fees accrued 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 Proceeding, even if the claim for such interest and/or fees is not allowed as against the Borrower or any other obligor pursuant to applicable law. (b) Without the prior written consent of Senior Lender, Subordinate Lender shall not, and Subordinate Lender waives any and all right: (1)to request adequate protection (as that term is defined in the Bankruptcy Code) (and in the event any such adequate protection is awarded to Subordinate Lender, Subordinate Lender hereby assigns any adequate protection in the form of cash to Senior Lender and any adequate protection in the form of a lien on or security interest in the Property or any other Collateral is hereby subordinated to all of Senior Lender's rights, liens or security interests in or to the Property and such other Collateral), (2)to file or support any motion for dismissal or relief from the automatic stay (as defined in the Bankruptcy Code), (3) to request any post-petition interest, (4)to request any sale of Borrower's assets, or (5)to file, propose, support, accept or reject any plan of reorganization of Borrower. Subordinate Lender further agrees that, with respect to any Proceeding: (1) it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against the Borrower or any other obligor without the prior written consent of Senior Lender; (2) Senior Lender may vote in any such Proceeding any and all claims of Subordinate Lender against the Borrower or any other obligor, and i Subordinate Lender hereby appoints Senior Lender as its agent, and grants to Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to Subordinate Lender in connection with any case by or against the Borrower or any other obligor in any Proceeding, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code; and (3) Subordinate Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Property or any other Collateral, or any portion of the foregoing, or other Senior Indebtedness collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender's enforcement of its claim or receipt of adequate protection(as that term is defined in the Bankruptcy Code). 1 (c) Subordinate Lender agrees that Senior Lender does not owe any fiduciary duty to Subordinate Lender in connection with the administration of the Senior Indebtedness and the Senior Loan Documents and Subordinate Lender agrees not to assert any such claim. Subordinate Lender 1 1 4 4840-6413-5748.4 t jj (t lR ! acknowledges that Senior Lender shall have the sole discretion to exercise or not exercise the rights set forth in this Agreement from time to time; and that such rights may be exercised solely in the interest of Senior Lender and without regard to the interest of Subordinate Lender in any action or proceeding, including in connection with any Proceeding. 6. Payment Set Aside. To the extent any payment under any of the Senior Loan Documents (whether by or on behalf of the Borrower, as proceeds of security or enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under the Bankruptcy Code or any federal or state bankruptcy, insolvency, receivership or similar law,then if such payment is recovered by, or paid over to, such trustee,receiver or other similar party, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. 7. Casualty and Condemnation Proceeds. Subordinate Lender agrees it shall have no right to participate in the adjustment of the proceeds of insurance payable as the result of any casualty to the Improvements, or to participate in any manner whatsoever in activities relating to restoration or reconstruction of the Improvements, and Senior Lender shall have the exclusive right to receive, administer and apply all such proceeds as set forth in the Senior Loan Documents. In the event Senior Lender shall release, for the purposes of restoration of all or any part of the Property, its right, title and interest in and to the proceeds under policies of insurance thereon, and/or its right, title and interest in and to any awards, or its right,title and interest in and to other compensation made for any damages, losses or compensation for other rights by reason of a taking in eminent domain, Subordinate Lender shall simultaneously release for such purpose all of Subordinate Lender's right, title and interest, if any, in and to all such insurance proceeds, awards or compensation. Subordinate Lender agrees that the balance of such proceeds remaining after such restoration, or all of such proceeds in the event such proceeds are not released for any such restoration pursuant to the Senior Loan Documents, shall be applied to the payment of amounts due under the Senior Loan Documents until all such amounts have been indefeasibly paid in full,prior to being applied to the payment of any amounts due under the Subordinate Loan Documents. If Senior Lender holds such proceeds, awards or compensation and/or monitors the disbursement thereof, Subordinate Lender agrees that Senior Lender shall also hold and monitor the disbursement of such proceeds, awards and compensation to which Subordinate Lender is or may be entitled. Nothing contained in this Agreement shall be deemed to require Senior Lender, in any way whatsoever, to act for or on behalf of Subordinate Lender or to hold or monitor any proceeds, awards or compensation in trust for or on behalf of Subordinate Lender. 8. Indemnification and Subro ag tion. If Subordinate Lender or any affiliate shall acquire, by indemnification, subrogation or otherwise, any lien, estate, right or other interest in the Property, that lien, estate, right or other interest shall be subordinate to the Senior Mortgage and the other Senior Loan Documents as provided herein, and Subordinate Lender or such affiliate hereby waives, until all amounts owed under the Senior Loan Documents have been indefeasibly paid in full, the right to exercise any and all such rights it may acquire by indemnification, subrogation or otherwise. 9. Subordination Effective. This Agreement, the subordination effected hereby, and the respective rights and priorities of the parties hereto in and to the Property, shall be effective as stated herein, notwithstanding any modification or amendment of any Senior Loan Document (other than any modification or amendment of any Senior Loan Document that increases the amount of indebtedness to which the Subordinate Indebtedness is subordinate for reasons other than protective advances or costs of Senior Lender), or the obtaining by Senior Lender or Subordinate Lender of any additional document confirming, perfecting or otherwise affecting the Senior Loan Documents, or the Subordinate Loan Documents, as the case may be. 5 4840-6413-5748.4 10. Amendments of Subordinate Loan Documents and Senior Loan Documents. The Borrower and Subordinate Lender agree that they will not enter into any amendment, modification or supplement to any of the Subordinate Loan Documents without the express prior written consent of Senior Lender (which consent shall not be unreasonably withheld). No consent of Subordinate Lender shall be required for any amendment, modification or supplement to any of the Senior Loan Documents, provided that no amendment, modification or supplement to any of the Senior Loan Documents shall increase the amount of indebtedness to which the Subordinate Loan Documents are subordinate other than increases resulting from protective advances or costs of Senior Lender. 11. Notice of Defaults. Subordinate Lender hereby agrees to give notice to Senior Lender of any default(or event that, with the giving of notice or passage of time, or both, would constitute a default) under the Subordinate Loan Documents. 12. Cross Default. The Borrower and Subordinate Lender agree that a default under the Subordinate Loan Documents or Subordinate Lender's default hereunder shall, at the election of Senior Lender, constitute a default under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other default under the Senior Loan Documents. If Subordinate Lender notifies Senior Lender in writing that any default under the Subordinate Loan Documents has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a foreclosure or exercised its rights with respect to the power of sale of the Property pursuant to its rights under the Senior Loan Documents, any default under the Senior Loan Documents arising solely from such default under the Subordinate Loan Documents shall be deemed cured, and the Senior Indebtedness shall be reinstated. 13. Further Assurances. The parties hereto shall cooperate fully with each other in order to carry out promptly and fully the terms and provisions of this Agreement. Each party hereto shall from time to time execute and deliver such other agreements, documents or instruments and take such other actions as may be reasonably necessary or desirable to effectuate the terms of this Agreement. 14. No Waiver. 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. 15. Equitable Remedies. Each party hereto acknowledges that, to the extent that no adequate remedy at law exists for breach of its obligations under this Agreement, in the event any party fails to comply with its obligations hereunder, the aggrieved party shall have the right to obtain specific performance of the obligations of such defaulting party, injunctive relief, or such other equitable relief as may be available, other than consequential or punitive damages. 16. Notices. Any notice to be given under this Agreement shall be in writing and shall be deemed to be given when received by the party to whom it is addressed. Notwithstanding the foregoing, if any such notice is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice shall be deemed received on the date delivery is attempted. Notices shall be in writing and sent by certified U.S. mail, hand delivery, or by special courier(in each case, return receipt requested). Notices to any other party hereto shall be sent to the parties at the following addresses or such other address or addresses as shall be designated by such party in a written notice to the other parties: E 1 6 4840-6413-5748.4 I If to Trustee: Wilmington Trust,National Association 15950 N. Dallas Parkway, Suite 550 Dallas,Texas 75248 Attention: Dayna Smith If to Subordinate Lender: City of Fresno, California Development and Resource Management Department Housing and Community Development Division 2600 Fresno Street, Room 3070 Fresno, California 93721 If to Borrower: DHI King's View Associates, L.P. c/o Dawson Holdings, Inc. 300 Turney Street, 2nd Floor Sausalito, California 94965 Attention: Anthony Adair With a copy to: VLP Law Group LLP i 555 Bryant Street, Suite 820 Palo Alto, California 94301 Attention: Stephen Wright and Central Valley Coalition for Affordable Housing 3351 M Street, Suite 100 Merced, California 95348 Attention: Christina Alley F and Haden Law Office 2241 N Street Merced, California 95340 Attention: Robert T. Haden Each Notice shall be effective the day delivered if personally delivered, the next business day if sent by overnight courier or three (3) days after being deposited in the United States Mail as aforesaid. Rejection or other refusal to accept or the inability to deliver because of changed address for which no Notice was given shall be deemed to be receipt of the Notice sent. Each of the parties hereto shall have the right from time to time and at any time during the term of this Agreement to change its respective address and the right to specify as its address any other address within the United States of America. 7 4840-6413-5748.4 17. No Third Party Beneficiaries. No person or entity other than the parties hereto and their respective successors and assigns shall have any rights under this Agreement. To the fullest extent permitted by applicable law, facsimile or electronically transmitted signatures shall constitute original signatures for all purposes under this Agreement. 18. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. To the fullest extent permitted by applicable law, facsimile or electronically transmitted signatures shall constitute original signatures for all purposes under this Agreement. 19. Amendment, Supplement, Modification Waiver and Termination. No amendment, supplement, modification, waiver or termination of this Agreement shall be effective unless (i) the party against whom the enforcement of such amendment, supplement, modification, waiver or termination would be asserted, has consented in writing to such amendment, supplement, modification, waiver or termination, and (ii) the Controlling Person has consented in writing to such amendment, supplement, modification, waiver or termination. All amendments shall be made in accordance with any applicable provisions of Article VIII of the Indenture. 20. Severability. In case any one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and other application thereof, shall not in any way be affected or impaired thereby. 21. Governin_. Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California, without giving effect to its conflict of laws principles. 22. Captions. Captions and headings in this Agreement are for convenience of reference only and shall not define, expand or limit the provisions hereof. 23. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 24. Integration. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, relating thereto. 25. Obligors Unaffected. Notwithstanding that the Borrower is a party hereto and anything to the contrary contained herein, this Agreement shall not be deemed or interpreted so as to limit or expand or otherwise modify the rights and remedies of Senior Lender under the Senior Loan Documents or Subordinate Lender under the Subordinate Loan Documents insofar as they relate to the Borrower or any other obligor, or to diminish or change the obligations of, the Borrower or any other obligor under any of the foregoing. 26. Definitions. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Indenture. [ [The remainder of this page is left blank intentionally.] 8 4840-6413-5748.4 IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of the date and year first above written. CALIFORNIA AFFORDABLE HOUSING AGENCY By: A 11 Name: Andrea D.Roark Title: Secretary/Treasurer WILMINGTON TRUST,NATIONAL ASSOCIATION, as trustee By: Name: Dayna Smith Title: Vice President CITY OF FRESNO By: j Name: Title: DHI KING'S VIEW ASSOCIATES, L.P., a California limited partnership By: DHI King's View Associates, LLC, a California limited liability company, its administrative general partner By: Dawson Holdings, Inc., a California corporation,its manager By: Name: Timothy Fluetsch Title: Vice President By: Central Valley Coalition for Affordable Housing,a California nonprofit public benefit corporation,its managing general partner By: Name: Christina Alley Title: Chief Executive Officer Subordination Agreement 4840-6413-5748.4 t I �t! IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of the date and year first above written. CALIFORNIA AFFORDABLE HOUSING AGENCY By: Name: Andrea D. Roark Title: Secretary/Treasurer WILMINGTON TRUST,NATIONAL ASSOCIATION, as trustee By. Name: ay L. it Title: Ass st t V ce Pre 'dent CITY O i i By: Name: Title: DHI KING'S VIEW ASSOCIATES, L.P., a California limited partnership By: DHI King's View Associates, LLC, a California l limited liability company, its administrative general partner By: Dawson Holdings, Inc., a California corporation, its manager K By: Name: Timothy Fluetsch Title: Vice President E By: Central Valley Coalition for Affordable Housing, a California nonprofit public benefit corporation, its managing general partner l By: �ayhu, Name: r stina Alley Title: Chie Executive Officer Subordination Agreement IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of the date and year first above written. CALIFORNIA AFFORDABLE HOUSING AGENCY By: Name: Andrea D. Roark Title: Secretary/Treasurer WILMINGTON TRUST,NATIONAL ASSOCIATION, as trustee By: Name: Dayna Smith Title: Vice President CITY OF FRESNO By: Name: Bruce Rudd ���'�� Title: City Manager (Attach notary certificate of acknowledgment) i ATTEST: APPROVED AS TO FORM: YVONNE SPENCE, CMC DOUGLAS T. SLOAN City Clerk City Attorney By: `- '7au�� `�1 G✓ By: /4 P LL Q&r-w M w-ti ar. Deputy Lq$zrew , Deputy City Attorney Date: 03) a Date: Subordination Agreement 4840-6413-5748.3 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 112-C c a r2 Q ' ) On C,; a-0/ 7 before me,�"tur;� _e n� A(� 7- �D� e^ �L A (insert name and title of th officer) Apersonally appeared "-j r e w �, P-" k 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. MARIA REYNA ALVAREZ s v COMM.#2166131 M t� @Comm. NOTARY PUBLIC®CALIFORNIA n ; IMPERIAL COUNTY Exp.SEPT.29,2020 1 (Seal) Signature Gk I > 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 Texas County of On vcl 2. 017 before me, (insert name and title of the officer) personally appeared i rz5( 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 Texas that the foregoing paragraph is true and correct. Charles Hicks WITNESS my hand and official seal. WTA"PLOW-STATE OFTEXAS �a IDO 128896123 �' oct CoMM.EXP.OZ-16-2020 Signature (Seal) is Subordination Agreement CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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 /cS,'f ) On f g,L 9-0! 7 beforeme, � � 6- �_ i� s'�,✓ N %7 '4:i3� C Date >>�� � Here Insert Name and Title of the Officer /.e personally appeared tc&ict, "t'? Name(s) of Signer(s) 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. CR Public Cal WITNESS m hand and official seal. NotaryPublic—California y Fresno County Commission#2184649 A / My Comm,Expires Mar25,2021 AlSignature f = ✓v` '� -- i �i nature of Notary Public i Place Notary Seal Above i OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document:. I i Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Si s) Other Than Named-Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ner's Name: ElCorporate Officer — Title(s): orporate Officer — Title(s): _ ❑ Partner — Limited ❑ General _1 artner — I Limited C 1 General Individual Attompyin Fact C_1 Individual Attorney in Fact D Trustee Guardian or Conservator I Trustee Guardian or Conservator ❑Other: i_I Other: Signer Is Representing: Signer Is Representing: ; 02014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY(1-800-876-682 7) Item #5907 i t I i CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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_36Lr) F7ra A a 5 r ) On f Z.Q l before me, I VI ate Here Ins rt Name and Title of the Officer personally appeared t t Name@ of Signer i who proved to me on the basis of satisfactory evidence to be the person& whose name(Js mare subscribed to the within instrument and acknowledged to me that heyt~hey executed the same in hisAieWtheir authorized capacity(RI,and that by hi~their signatures on the instrument the person s), I or the entity upon behalf of which the persons 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. -° MICHA L VVAYNE KEL t EY ['11- WITNESS my hand and official seal. 'o nnnis,>,Cn 20,9161 G' San Franc scc c na my Signature .,Signature of Notary Public 0,1W � Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Do ent Date: Number of Pages: Signer(s) Other Than Named ove: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): / ❑ Corporate Officer — Title(s): I ❑ Partner — ❑ Limited ❑ eral ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ rney in Fact El Individual ❑Attorney in Fact ❑Trustee Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Sign Representing: Signer Is Representing: ©2014 National Notary Association • www.NationaiNotary.org - 1-800-US NOTARY(1-800-876- 6827) Item#5907 : EXHIBIT A LEGAL DESCRIPTION OF REAL ESTATE THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: Parcel A of Lot Line Adjustment No. 2016-15 perfected by Grant Deed recorded January 4, 2017, as Document No. 2017-0001147, Official Records of Fresno County and more particularly described as follows: Commencing at the Southwest corner of Lot 93 of Fresno Colony, in the City of Fresno, County of Fresno, State of California, according to the map recorded in Book 2, Page 8 of Plats, Fresno County Records and as described in Deed of Easement recorded January 25, 1990, as Dcoument No. 90009715, Fresno County Records; thence North 00' 08' 00" West, along the West line of said Lot 93, a distance of 581.56 feet to the true point of beginning; thence North 89' 52' 00" East, a distance of 169.86 feet; thence South 22' 14' 13" East, a distance of 16.08 feet; thence South 00' 08' 00" East, a distance of 39.50 feet; thence South 36' 13' 26" East, a distance of 90.96 feet to the beginning of a tangent curve concave to the West and having a radius of 200.00 feet; thence Southerly alongs said curve, through a central angle of 17' 20' 31", an arc distance of 60.54 feet; thence South 18' 52' 54" East, a distance of 30.80 feet to the beginning of a tangent curve concave to the East and having a radius of 200.00 feet; thence Southerly along said curve, through a central angle of 38' 21' 55", an arc distance of 133.92 feet; thence South 57' 14' 49" East, a distance of 222.98 feet; thence South 30' 09' 12" East, a distance of 32.58 feet; thence South 00' 14' 07" East, a distance of 116.54 feet to a point on the South line of said Lot 93; thence North 89' 45' 42" East along said South line, a distance of 81.23 feet to the Southeast corner o f said Lot 93; thence North 00' 06' 03" West along the East line of said Lot 93, a distance of 1296.95 feet to the Northeast corner of said Lot 93; thence South 89' 45' 02" West along the North line of said Lot 93, a distance of 633.17 feet to the Northwest corner of said Lot 93; thence South 00' 08' 00" East along the West line of said Lot 93, a distance of 715.27 feet to the true point of beginning. Together with the underline fee interest, if any, adjacent to the above described property in and to the adjoining public right-of-way r A-1 4840-6413-5748.4