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HomeMy WebLinkAbout25A - AGMT SUBORDINATION THE DEPOTREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE A SUBORDINATION AGREEMENT WITH THE STATE OF CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT FOR THE DEPOT AT SANTIAGO (STRATEGIC PLAN NO. 4, 5) CITY 9AAAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Subordination Agreement with the State of California Department of Housing and Community Development, for the City's $3,000,000 Loan Agreement with Depot at Santiago L.P., subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION When an affordable housing developer builds a large multi -family affordable housing project, they require various sources of financing to complete the project. In all cases when the City provides funding for the project, a private market senior lender will require the City to subordinate our smaller loan to their larger senior loan in order for the senior lender to provide their financing. In some cases, where there is another government lender like the County of Orange or the State of California, the other government lender will require the City to subordinate our smaller loan to their larger senior loan in order for that government lender to provide their source of financing. For the purposes of this action being recommended to City Council, the State of California as a senior lender is requesting the City to subordinate our $3,000,000 loan to their larger senior loan and grant of $5,925,000. Specifically, the Depot at Santiago ("Depot) is located at 923 N. Santiago Street directly across the street from the Santa Ana Regional Transportation Center, on 1.47 acres of land. The project was developed by C&C Development and Orange Housing Development Corporation and completed in June 2018. The Depot is a mixed-use affordable housing development comprised of 70 affordable multifamily rental units, with 15 one -bedroom units, 24 two-bedroom units, and 31 three-bedroom units. The one -bedroom units range in size from 617-764 SF; the two-bedroom units range from 925-1,024 SF; and the three-bedroom units range in size from 1,098-1,225 SF. The Depot has large units to accommodate large families to meet the City's affordable housing 25A-1 Subordination Agreement for the Depot at Santiago May 7, 2019 Page 2 needs and goals. The Depot includes approximately 9,317 SF of retail space, 3,431 SF of community room space, and a 1,037 SF laundry room. A community center with social services is operated by the Wooden Floor. As of March 2019, the Depot is currently 100% fully occupied and there are 1,250 applicants on the Waiting List. Following a competitive Request for Proposals process, on May 20, 2013, the City Council authorized the City Manager and Clerk of the Council to execute a loan agreement with the Depot at Santiago L.P. in the amount of $3,000,000, including $2,634,566 from the Community Development Block Grant (CDBG) Program and $365,434 from the HOME Investment Partnerships (HOME) Program. The City Council also approved an agreement for eight (8) project -based vouchers. C&C Development and Orange Housing Development Corporation used this initial funding to apply for various other sources of other financing to develop the Depot including but not limited to an Infill Infrastructure Grant (IIG) and an Affordable Housing and Sustainable Communities (AHSC) grant and loan from the State of California Department of Housing and Community Development (HCD). The sources for the Depot are provided below: Construction Sources Bank of America $24,636,448 Mental Health Services Act (MHSA) $ 1,265,320 City of Santa Ana CDBG Loan $ 2,634,566 City of Santa Ana HOME Loan $ 365,434 Infill Infrastructure Grant $ 2,000,000 AHSC - Grant $ 3,500,000 National Equity Fund $ 750,000 General Partner Equity $ 100 Developer Fee Deferred Until Completion $ 1,482,529 Deferred Developer Fee $ 302,471 Other Costs Deferred Until Completion $ 307,502 $37,244,370 Permanent CA Community Reinvestment Corporation $ 6,420,000 AHSC — Loan $ 425,000 MHSA $ 1,265,320 City of Santa Ana CDBG Loan $ 2,634,566 City of Santa Ana HOME Loan $ 365,434 Deferred Developer Fee $ 302,471 Infill Infrastructure Grant $ 2,000,000 AHSC Grant $ 3,500,000 General Partner Equity $ 100 National Equity Fund $20,331,479 $37,244,370 Under HCD's Uniform Multifamily Regulations Section 8315(b)(2) (as follows), HCD will not subordinate to liens of local governments unless the local government's assistance to the project is more than twice the amount of the HCD assistance to the project: 25A-2 Subordination Agreement for the Depot at Santiago May 7, 2019 Page 3 (b) The Department's lien(s) shall not be subordinated to the liens of a local governmental entity unless either: (1) the total local governmental assistance to the Project is more than twice the amount of the Department's total assistance to the Project (including both loans and grants) In this case, the total HCD assistance to the Depot is $5,925,000 (including both the IIG and AHSC grant and loan funds), while the City's loan is $3,000,000. Regarding the subordination, HCD's policy is to include the total amount of HCD's financial assistance in the project when determining whether a locality has at least twice as much money invested in the project and thus permitting them to take a senior position. The amount of financial assistance includes both loans and grants. In this case, while the HCD loan is only $425,000, there was also an additional $5,500,000 in grant funds invested in the project. As a result, the total amount of HCD financial assistance is $5,925,000, which is why HCD is requesting to be senior to the City's loan. HCD is not making the distinction between construction and permanent financing when considering all of HCD's assistance to the project. Accordingly, HCD is requesting the City to subordinate to HCD's $425,000 AHSC Permanent Loan. In regards to the timing, HCD was not in a position to fund their AHSC Permanent Loan of $425,000 at the time of the conversion from the construction to the permanent loan. Therefore, the request to subordinate the AHSC Permanent Loan is occurring now. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 4 Fiscal Sustainability, Objective # 1 (maintain a stable, efficient and transparent financial environment) and Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT The developer assumed at the start of the financial closing of the project that the City's loan would have to be subordinate to the $425,000 Permanent Loan from the State of California Department of Housing and Community Development (HCD) in order for HCD to provide their financing. Therefore, there is no anticipated impact to the residual receipt repayment schedule of the City's loan over the 55 -year repayment period. &V--� Steven A. Mendoza Executive Director Community Development Agency Exhibit: 1. Subordination Agreement with HCD 25A-3 25A-4 FREE RECORDING IN ACCORDANCE WITH CALIFORNIA GOVERNMENT CODE SECTION 27383 and 27388.1. RECORDING REQUESTED BY, AND WHEN RECORDED, MAIL TO: i State,of California - Department of -Housing and Community Development P. O. Box 952052 Sacramento, CA 94252-2052 Attn: Legal Affairs Division Affordable Housing and Sustainable Communities (AHSC) Program 14-ASHC-10478 SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST. IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT (the "Agreement") is dated as of February 15, 20191 for reference purposes only, and is entered into by and among The City, of Santa Ana, a Charter City and Municipal Corporation, (the °Junior Lienholder") and_Depot.at Santiago, L.P:, a-Califomia limited partnership (the "Borrower"), and the Department.of Housing and Community'Development, a public agency of the State -of Califomia (the "Senior Lender"). 'RECITALS A. Borrower is the owner of the fee simple interest in that real property described in Exhibit A attached hereto and made a part hereof (the "Property"). The Borrower has acquired and constructed a 70 -unit multifamily residential rental development on the Property (the "Improvements"). The Property and the Improvements are sometimes referred to collectively as the "Development , B. The Junior Lienholder has made a loan to the Borrower in the principal sum of Three Million and no/100 Dollars ($3,000,000.00) (the "Junior Lienholder Loan"). The Junior Lienholder Loan is evidenced by a certain promissory note (the "Junior Lienholder Note"), secured by a certain deed of trust (the; "Junior Lienholder Deed of Trust's recorded on August 9, 201"3, as Instrument No. 2013000476764 in the Official ,Records of Orange County, California (the "Official Records"). The Junior Lienholder and Borrowei modified the Junior Lienholder Deed of Trust and. entered Into the City Loan Modification Agreement (the "Junior AHSO Subord. AgrmL I Page 1 of 10 (NOFA— 01x"1 B) Rev: 11!081201 B Prep: ON05M= (city of Santa Ana Liens) Day:' Depot at Santiago 'Loan No.:14-AHSCA 0478 1.25A-5 Lienholder Modified Deed of Trust") recorded on March 16, 2016, as Instrument No. 2016000109370 in the Official Records. The Junior Lienholder and Borrower subsequently entered into that certain Substitution of Trustee and Deed of Partial Reconveyance (the "Junior Lienholder Deed of Reconveyance") recorded on October 30, 2018, as Instrument No. 2018000393452 in the Official Records. The Junior Lienholder and Borrower have also entered in that certain Loan Agreement Home Program/CDBG Funds (the "Junior Lienholder Loan Agreement") recorded on August 9, 2013, as Instrument No. 2013000476765 in the Official Records, as amended by that certain Amendment to Loan Agreement (the "Junior Lienholder Amended Loan Agreement") recorded on June 27, 2014, as Instrument No. 2014000255562 in the Official Records, and as further amended by that certain City Loan Agreement Modification (the "Junior Lienholder Modified Loan Agreement") recorded on March 16, 2016, as Instrument No. 2016000109370 in the Official Records. The Junior Lienholder and Borrower have also entered into that certain Partial Release and Termination of City of Santa Ana Loan Agreement and Affordability Restrictions (the "Junior Lienholder Partial Release and Termination') recorded on October 30, 2018, as Instrument No. 2018000393451 in the Official Records. The Junior Lienholder and Borrower have also entered into that certain Affordability Restrictions of Transfer of Property (the "Junior Lienholder Affordability Restrictions") recorded on August 9, 2013, as Instrument No. 2013000476766 in the Official Records, as amended by that certain Amendment to Affordability Restrictions of Transfer of Property (the "Junior Lienholder Amended Affordability Restrictions") recorded on June 27, 2014, as Instrument No. 2014000255563 in the Official Records, and as further amended by the Junior Lienholder Modified Loan Agreement. The Junior Lienholder Deed of Trust, the Junior Lienholder Modified Deed of Trust, the Junior Lienholder Deed of Reconveyance, the Junior Lienholder Loan Agreement, the Junior Lienholder Amended Loan Agreement, the Junior Lienholder Modified Loan. Agreement, the Junior Lienholder Partial Release and Termination, the Junior Lienholder Affordability Restrictions, the Junior Lienholder Amended Affordability Restrictions and all other documents evidencing or securing the Junior Lienholder Liens are collectively referred to herein as the "Junior Lienholder Documents." C. In order to finance the development of the Improvements, the Senior Lender has agreed to loan the Borrower a sum not to exceed Four Hundred Twenty Five Thousand and no/100 Dollars ($425,000.00) (the "AHSC Loan"), subject to the terms and conditions of: (i) a regulatory agreement restricting the use and occupancy of the Development and the Income derived therefrom which shall be dated as of even date herewith and recorded concurrently herewith as an encumbrance on the Property in the Official Records (the "AHSC Regulatory Agreement"), and (ii) other loan documents. The AHSC Loan will be evidenced by a promissory note (the "AHSC Note"), the repayment of which will be secured by, among other things, a deed of trust by Borrower as trustor, to Senior Lender as beneficiary recorded concurrently herewith as an encumbrance on the Property in the Official Records (the "AHSC Deed of Trust") and by such other security as is identified in other loan documents. AHSC subord. Agrnnt. Page 2 of 10 (NOFA— 01/30/15) Rev: 11/08/2018 Prep: 02/05/2019 (City of Santa Ana Liens) Dev: Depot at Santiago Loan No.: 14-AHSC-10478 D. The Senior Lender is willing to make the AHSC Loan provided the AHSC Deed of Trust and the AHSC Regulatory Agreement are liens, claims or charges upon the Development prior and superior to the Junior Lienholder Documents, and provided that the Junior 'Lienholder specifically and unconditionally subordinates and subjects the Junior Lienholder Documents to the liens, claims or chargesof the AHSC Deed of Trust and the AHSC Regulatory Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to induce the Senior Lender to make its AHSC Loan, it is hereby declared, understood and agreed as follows: 1. The AHSC Regulatory Agreement and the AHSC Deed of Trust securing the AHSC Note in favor of the Senior Lender, and any and all renewals, modifications, extensions or advances thereunder or secured thereby (including interest thereon) shall unconditionally be and remain at all times liens, claims, or charges on the Development prior and superior to the Junigr Lienholder Documents, and to all rights and privileges of the Junior Lienholder thereunder; and the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder are hereby irrevocably and unconditionally subject and made subordinate to the liens, claims or charges of the AHSC Deed of Trust and the AHSC Regulatory Agreement. 2. This Agreement shall be the whole and only agreement with regard to the subordination of the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder, to the liens, claims or charges of the AHSC Deed of Trust and the AHSC Regulatory Agreement, and this Agreement shall supersede and cancel any prior agreements to subordinate the claims, liens or charges of, but only insofar as would affect the priority between the claims, liens or charges of the Junior Lienholder Documents to the AHSC Deed of Trust and the AHSC Regulatory Agreement including, but not limited to, those provisions, if any, contained in the Junior Lienholder Documents, which provide for the subordination of the lien or charge thereof to another lien or charge on the Property or the Improvements. This agreement shall not limit, waive, modify or replace the requirement that the Senior Lienholder comply with IRC Section 42(h)(6)(E)(11) as stated in the AHSC Regulatory Agreement. 3. The Junior Lienholder declares, agrees and acknowledges that: (a) The Junior Lienholder consents and approves (i) all provisions of the AHSC Note, the AHSC Deed of Trust and the AHSC Regulatory Agreement, and (ii) all agreements among the Junior Lienholder, Borrower and Senior Lender for the disbursement of the proceeds of the AHSC Loan, including without limitation any loan escrow agreements which have been provided to the Junior Lienholder for review; AHSC subord. Agrmt. Page 3 of 10 (NOFA-01/30/15) Rev: 11/08/2018 Prep: 02/05/1019 (City of Santa Ana Uens) Dow Depot at Santiago Loan No.: 14-AHSC-10478 25A_7 (b) The Senior Lender, in making disbursements of the AHSC Loan pursuant to the AHSC Note or any other agreement, is under no obligation or duty to, nor has the Senior Lender represented that it will, see to the application of such proceeds by the person or persons to whom the Senior Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; (c) That none of the execution, delivery or recordation of any of the AHSC Note, AHSC Deed of Trust, or AHSC Regulatory Agreement, or the performance of any provision, condition, covenant or other term thereof, will conflict with or result in a breach of the Junior Lienholder Documents or the Junior Lienholder Note; and (d) The Junior Lienholder intentionally and unconditionally waives, relinquishes, subjects and subordinates the claims, liens or charges upon the Development of the Junior Lienholder Documents, all present and future indebtedness and obligations secured thereby, in favor of the claims, liens or charges upon the Development of the AHSC Deed of Trust and the AHSC Regulatory Agreement, and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination, the AHSC Loan and advances thereof are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment, subjection and subordination. 4. Senior Lender hereby agrees, but only as a separate and independent covenant of the Senior Lender and not as a condition to the continued effectiveness of the covenants and agreements of the Borrower and the Junior Lienholder as set forth herein, as follows: (a) Following a notice from the Senior Lender to the Borrower that a default or breach exists under the terms of the Senior Lender Documents and each of them, the Senior Lender shall promptly (but in no event later than the following business day) send a copy of such notice to the Junior Lienholder and the Junior Lienholder shall have the right, but not the obligation, to cure the default as follows: (i) If the default is reasonably capable of being cured within thirty (30) days, as determined by the Senior Lender in its sole discretion, the Junior Lienholder shall have such period to effect a cure prior to exercise of remedies by Senior Lender under the Senior Lender Documents, or such longer period of time as may be specified in the Senior Lender Documents. (ii) If the default is such that it is not reasonably capable of being cured within thirty (30) days, as determined by the "Senior Lender in its sole discretion, or such longer period if so specified, and if the Junior Lienholder (a) initiates corrective action within said period, and (b) AHSC subord. Agrmt. Page 4 of 10 (NOFA- 01/30115) Hee 11/08/2018 Prep: 02/05/2018 (City of Santa Ana Llens) Dec. Depot at Santiago Loan No: 14-AHSC-10478 P%tAMOO] diligently, continually, and in good faith works to effect a cure as soon as possible, then the Junior Lienholder shall have such additional time as is determined by the Senior Lender, in its sole discretion, to be reasonably necessary to cure the default prior to exercise of any remedies by Senior Lender. In no event shall Senior Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the first notice of default is given, or such longer period of time as may be specified in the Senior Lender Documents. Nothing in this subparagraph (a) is intended to modify any covenant, term or condition contained in the Senior Lender Documents, including, without limitation, the covenant against creating or recording any liens or encumbrances against the Property without the prior written approval of the Senior Lender. (b) The provisions of this paragraph 4 are intended to supplement, and not to limit, waive, modify or replace, those provisions of law pertaining to notice and cure rights of junior lenders including, without limitation, those set forth in California Civil Code sections 2924b and 2924c. 5. The Senior Lender would not make the AHSC Loan without this Agreement. 6. This Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties. 7. This Agreement shall be governed by and construed in accordance with the laws of the State of California. B. In the event that any party to this Agreement brings an action to interpret or enforce its rights under this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in such action. 9. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. [Signatures follow on page 5 of this Subordination Agreement. The remainder of this page is intentionally left blank.] AHSC subord. Agrrnt. Page 5 of 10 (NOFA— 01/30/15) Raw 11/08/2019 Prep: D2/05/2019 (City of Santa Ana Liens) Dew Depot at SanBago Loan No.: 14AHSO-10478 25A-9 NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON (OR ENTITY) OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above and agree to be bound hereby: JUNIOR LIENHOLDER: Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City,,Atproey) M Attorney RECOMMENDED FOR APPROVAL Steven A. Mendoza Executive Director Community Development Agency ATTEST: CITY OF SANTA ANA Kristine Ridge City Manager [Signatures must be acknowledged.] [Signatures follow on page 6 of this Subordination Agreement. The remainder of this page is intentionally left blank.] AHSC Subord. Agnnt. (NOFA- 01130115) Rev: 1 110 812 01 8 Prep: 02/05/2019 (City of Santa Ana Liens) 10761 578W at Santiago Loan No.: 14-AHSC-10478 25A-1 U Page 6 of 10 BORROWER: Depot at Santiago, L.P., a California limited partnership By: OHDC Depot, LLC, a California limited liability company Its: Managing General Partner By: Orange Housing Development Corporation, a California nonprofit public benefit corporation Its: Sole Member By: Eunice Bobert Chief Executive Officer By: C&C Depot, LLC, a California limited liability company Its: Administrative General Partner By: C&C Development Co., LLC, a California limited liability company Its: Sole Member By: Todd R..Cottle, Trustee of the 2007 Todd R. Cottle and Jennifer N. Cottle Revocable Trust Member / and By: 1 Bar . Cottle, Trustee of The Cottle Family Trust Dated 3/8/1987 Member [Signatures must be acknowledged.] [Signatures follow on page 7 of this Subordination Agreement. The remainder of this page is intentionally left blank.] AHSC Subord. Agrrnt. Page 7 of 10 (NOFA— 01/30/15) Rev: 11/08/2018 Prep: 02105/2019 (City of Santa Ana Liens) Dev: Depot at Santiago Loan No.: 14-AHSC-10478 25A-11 SENIOR LENDER: The Department of Housing and Community Development, a public agency of the State of California By: John Lemert, Closings Manager [Signatures must be acknowledged.] [The remainder of this page is intentionally left blank.] AHSC Subord. Agrmt. Page 8 of 10 (NOFA- 01/30/15) Rev: 1110812018 Prep: 02/05/2019 (City of Santa Ana Liens) Dew Depotat Santiago Loan No.: 14-AHSC-10475 25A-12 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: PARCEL 1 OF PARCEL MAP NO. 2013-170, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILE IN BOOK 390, PAGES 1 THROUGH 6 INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING AND RESERVING FROM BLOCK 52 UNTO SOUTHERN PACIFIC RAILROAD COMPANY, A CORPORATION, THEIR SUCCESSORS AND ASSIGNS, ALL PETROLEUM, OIL, NATURAL GAS AND PRODUCTS DERIVED THEREFROM WITHIN OR UNDERLYING SAID LAND, OR THAT MAY BE PRODUCED THEREFROM AND ALL RIGHTS THERETO; PROVIDED, HOWEVER, THAT SAID SOUTHERN PACIFIC RAILROAD COMPANY, A CORPORATION, THEIR SUCCESSORS AND ASSIGNS, SHALL NOT USE THE SURFACE OF SAID LAND IN THE EXERCISE OF ANY OF SAID RIGHTS, BUT SHALL HAVE THE RIGHT TO ENTER INTO AND USE THE SUB- SURFACE OF SAID LAND BY LATERAL OR SLANT DRILLING AND BORING FOR SUCH PURPOSES; PROVIDED, FURTHER, THAT IN SO DOING SAID SOUTHERN PACIFIC RAILROAD COMPANY, A CORPORATION, THEIR SUCCESSORS OR ASSIGNS, SHALL NOT DISTURB THE SURFACE OF SAID LAND, OR ANY IMPROVEMENTS THEREON,' OR REMOVE OR IMPAIR THE LATERAL OR SUBJECT SUPPORT OF SAID LAND, OR ANY IMPROVEMENT THEREON, BY DEED RECORDED JULY 14, 1945 IN BOOK 1326 PAGE 24 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. AND FURTHER EXCEPTING THEREFROM THOSE CERTAIN EASEMENTS BURDENING THE ABOVE REFERENCED REAL PROPERTY THAT WERE GRANTED PURSUANT TO THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDING FOR RECIPROCAL EASEMENTS, JOINT USE AND MAINTENANCE DATED AS OF NOVEMBER 1, 2016, AND RECORDED ON FEBRUARY 28, 2017, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AS INSTRUMENT NO. 2017000082831. PARCEL B: THOSE CERTAIN EASEMENTS BENEFITTING THE ABOVE REFERENCED REAL PROPERTY THAT WERE GRANTED PURSUANT TO THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDING FOR RECIPROCAL AHSC Sabord. Agrmt. Page 9 of 10 (NOFA-01130/15) Rev: 11/08/2018 Prep: 02/05/2019 (City' o1 Santa Ana Liens) Dew Depotat SanBago Loan No.: 14 -AMSC -10478 25A-1 3 EASEMENTS, JOINT USE AND MAINTENANCE DATED AS OF NOVEMBER 1, 2016, AND RECORDED ON FEBRUARY 28, 2017, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AS INSTRUMENT NO. 2017000082831. APN: 398-202-12 AHSC Subord. Agrmt. Page 10 of 10 (NOFA— 01/30/15) Rev: 11/08/2018 Prep: 02/05/2019 (City of Santa Ana Liens) Dev: Depotat SanBago Loan No.: 14-AHSC-10478 25A-14