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HomeMy WebLinkAboutContract 1127-3 VI 1 M,o. of Ai 1I 40 0 261 LOAN SALE AGREEMENT This LOAN SALE AGREEMENT ("Agreement"), is made and entered into as of October 30, 2015, by and between HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, a municipal entity ("Seller"), and CREEKSIDE LOAN HOLDINGS, LLC, a Nevada limited liability company("Buyer"). WHEREAS,Buyer desires to purchase,and Seller desires to sell,that certain Promissory Note,dated July 15,2003, executed by Cathedral/Creekside L.P., a California limited partnership ("Borrower") to the order of Seller (as successor to the Redevelopment Agency of the City of Cathedral City) in the original face principal balance of $1,800,000.00, (the "Loan Note"), together with all other documents listed in Exhibit A attached hereto and incorporated herein by reference (the Loan Note and such other loan documents are referred to herein collectively as the "Loan Documents"); and WHEREAS, Seller has agreed to accept a discounted purchase price for assignment of the Loan Documents. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows: 1. Definitions. Capitalized terms shall be defined as set forth in this Agreement. 2. Purchase. Seller hereby sells,assigns,transfers and conveys to Buyer, and Buyer hereby purchases and accepts,the Loan Documents, and all rights of the Seller under the Loan Documents(collectively,the "Rights"), in exchange for payment to Seller of$526,416.00 (the "Purchase Price")by wire transfer of immediately available funds to an account specified in writing by Seller. 3. Closing. (a) The closing of the transactions contemplated hereunder(the "Closing") shall occur on the date hereof(the"Closing Date") at the offices of Elkins Kalt Weintraub Reuben Gartside LLP,2049 Century Park East, Suite 2700, Los Angeles,California 90067 on the Closing Date;provided, however,the parties may exchange executed documents by facsimile or email,with originals delivered by mail. (b) At the Closing the Seller shall deliver to the Buyer the following,against payment of the Purchase Price to Seller(all of the following except the originals of the Loan Documents referenced below are referred to herein as the "Closing Documents"): (i) A Bill of Sale and Assignment in the form of Attachment"1"attached hereto and incorporated herein by reference executed by Seller. (ii) The original Loan Note endorsed to Buyer by an Endorsement Allonge in the form of Attachment"2-A"attached hereto and incorporated herein by reference(the "Allonge")executed by Seller;provided if the original Loan Note is not found,the Allonge can 546111v4 Page 1 580557.2 be attached to a copy of the Loan Note along with a Lost Note Affidavit and Agreement to Indemnify in the form of Attachment"2-B" attached hereto executed by Seller. (iii) An assignment of the Deed of Trusts described in Exhibit A(collectively, the"Deed of Trusts") and the Declarations described in Exhibit A (collectively,the "Declarations")in the form of Attachment"3"attached hereto and incorporated herein by reference executed by Seller. (iv) A UCC-3 Assignment of UCC Financing Statements, if applicable. (v) All originals(where they exist) of all Loan Documents. (vi) Any and all other documents required by the title company to eliminate gaps,if any, in the chain of title of record of the Deed of Trusts,and any and all documents required by the Buyer to eliminate endorsement gaps, if any,with respect to the Loan Note. 4. Taxes,Fees,Etc. Each party shall pay its own attorney's fees and income or similar taxes in connection with this Agreement and closing the transactions contemplated by this Agreement. Seller shall pay any transfer or sales tax incurred as a result of the transfer of the Loan Documents. Buyer shall pay all costs to record the assignment of Deed of Trusts and Declarations and to file the UCC-3. 5. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows: (a) Organization and Existence. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Nevada. (b) Authority and Enforceability. Buyer has the limited liability company power and authority to execute, deliver and perform this Agreement and has taken all necessary limited liability company action to authorize such execution, delivery and performance. Assuming due authorization,execution and delivery by Seller,this Agreement is the legal,valid and binding obligation of Buyer,enforceable in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by general principles of equity(regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) No Reliance. In entering into this Agreement,Buyer has not relied upon any oral or written information from Seller or any of their respective employees, agents, attorneys or representatives, other than the Loan Documents and the limited representations and warranties of Seller contained herein. Buyer acknowledges that no employee, agent, attorney or representative of Seller has been authorized to make,and that Buyer has not relied upon, any statements, representations or warranties other than those specifically contained in this Agreement or the Closing Documents. Buyer shall have no right to rely upon the conclusions or other data set forth in any appraisal, valuation or other reports of Seller or procured by Seller, and shall have no recourse against Seller or its officers, representatives or agents in the event of any errors or omissions contained therein. 546111v4 Page 2 580557.2 r 1 6. Confidentiality. For and in consideration of the mutual covenants herein contained,the parties hereto acknowledge that it is in the best interests of all parties that no party, its members, or employees engage in any conversations,descriptions and/or other communications whether written or oral,direct or indirect, with any members of the media, regarding the transactions embodied herein, including but not limited to,the terms and conditions of this Agreement. Notwithstanding the foregoing, in connection with future financing and development, Buyer and its affiliates may disclose the Buyer's cost basis in the Loan Documents and the property encumbered by the Loan Documents, and other pertinent information regarding Buyer's acquisition of the Loan Documents and the property encumbered by the Loan Documents,to lenders, accountants,investors,tenants and governmental agencies, as may be required or appropriate. 7. Limited Representations and Warranties by Seller. This sale is made without recourse against Seller,or representation or warranty by Seller,whether expressed,implied or imposed by law,of any kind or nature except as provided in the Closing Documents and Section 8 of this Agreement. Without limiting the generality of the foregoing, Seller does not represent, warrant or insure status of title to any real or personal property securing the subject loan evidenced by the Loan Note(the "Loan")or the priority of the liens created by the Deed of Trusts or the Declarations. Seller has not,does not and will not make any representations or warranties with respect to the collectability of the Loan or the value or condition of any real or personal property securing the same,or any other collateral described in the Loan Documents. 8. Representations and Warranties by Seller. Seller hereby represents and warrants to Buyer as follows: (a) Organization and Existence. Seller is a not-for-profit corporation of the State of California validly existing and in good standing in California. (b) Authority and Enforceability. Seller has the power and authority to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement and the Closing Documents. Seller has taken all necessary action to authorize execution, delivery and performance of this Agreement and the Closing Documents. Assuming due authorization, execution and delivery by Buyer, this Agreement and the Closing Documents are the legal, valid and binding obligations of Seller, enforceable in accordance with the terms hereof and thereof,except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Title. Seller is the sole owner of the Loan,the Loan Documents and the Rights, free and clear from any and all liens,third party claims,options to purchase, security interests, pledges and encumbrances. (d) No Amendments. The Loan Documents have not been amended or modified except as set forth in Exhibit A. (e) Current Outstanding Balance of Loan. As of the date hereof,the Loan Note balances, exclusive of fees and expenses, are as follows: principal of$1,800,000; no outstanding interest through June 30, 2015, and no outstanding late fees. 546111v4 Page 3 580557.2 ( 1 (f) No Litigation. There is no action,arbitration, audit,hearing, investigation, litigation or suit(whether civil, criminal, administrative,judicial or investigative, whether formal or informal,whether public or private)pending or,to Seller's knowledge, threatened against Seller that would have an adverse effect on the ability of Seller to complete the transactions contemplated by this Agreement. 9. Cooperation. Seller and Seller's counsel shall cooperate with Buyer and Buyer's counsel in the defense of any claims or counterclaims made against Buyer, or any of Buyer's parents, subsidiaries, affiliates,employees, officers, directors, shareholders, agencies,parents, representatives,attorneys, accountants or consultants, in any litigation, arbitration proceeding, mediation or other forum involving or relating to the Loan Documents or the Closing Documents. Seller's obligations under this Section shall not be construed to require Seller to expend any significant funds or incur any material costs for which it is not reimbursed in connection with such cooperation and Buyer shall reimburse to Seller the reasonable costs of Seller's employees involved in supplying Buyer or Buyer's counsel with copies of documents and other information as may be reasonably required by Buyer or Buyer's counsel in preparing for depositions or trial. 10. Indemnification. Each party hereto agrees to indemnify,defend,and hold harmless the other parties,its successors and assigns,harmless from and against any and all damages, losses, claims,costs or expenses(including reasonable attorney fees) and any other liabilities whatsoever that a party hereto, or its successors and assigns,may incur by reason of any misrepresentation or any representation being erroneous in any material manner,under this Agreement. 11. Notices. All notices required or permitted to be given hereunder shall be in writing,and shall be given:(a)by confirmed telecopy or by e-mail(in both cases, so long as notice is also given on the same date by one of the other notice methods),or(b)by personal delivery,or(c)by nationally recognized overnight delivery service,or(d)by United States Certified Mail,Return Receipt Requested,postage prepaid; at the addresses of the parties stated below, or at such other address as any party hereto entitled to notice may register with the other party by like notice.All notices shall be deemed given and effective on the date sent,or transmitted,or deposited in the U.S. Mail,or delivered to the delivery service,whichever is applicable.However,where applicable,the time period for responding to a notice shall commence from the date of actual receipt thereof or refusal of delivery.Notices given in behalf of a party by its attorney shall be effective for and in behalf of such party, and shall be binding upon such party.Notices shall be addressed to the parties at the following addresses: If to Buyer: With a Copy to: do MG Global Real Estate Investment Corp. Frederick W. Gartside,Esq. 777 S. Figueroa Street, 16th Floor Elkins Kalt Weintraub Reuben Gartside LLP Los Angeles,CA 90017-5800 2049 Century Park East, Suite 2700 Attention: Thomas Musante Los Angeles, CA 90067 Tel.No.: (213)533-3750 Tel.No.: (310) 746-4405 Fax No.: (213)533-3785 Fax No.: (310)746-4495 E-Mail: thomas.musante @aig.com E-mail: FGartside @elkinskalt.com 546111v4 Page 4 580557.2 i 1 If to Seller: 68-700 Avenida Lalo Guerrero Cathedral City, California 92234 Tel.No.: 760-770-0354 Fax No.: 760-202-2511 E-Mail: TScott@cathedralcity.gov If to Borrower: With a Copy to: 720 Olive Street, Suite 2500 Carl C. Lang,Esq. St. Louis,Missouri 63101 Rosenblum Goldenhersh,P.C. Attention: Hillary B. Zimmerman, Esq. 7733 Forsyth Blvd. -4th Floor Tel.No.: (314) 335-2890 St. Louis,Missouri 63105 Fax No.: (314)436-0071 Tel.No.: 314-726-6868 E-Mail: Fax No.: 314-726-6786 Hillary.Zimmerman@mccormackbaron.com E-Mail: ccl@rgsz.com 12. Severability. Each part of this Agreement is intended to be severable. If any term, covenant,condition or provision hereof is unlawful, invalid, or unenforceable for any reason whatsoever, and such illegality, invalidity, or unenforceability does not affect the remaining parts of this Agreement,then all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the invalid or unenforceable part had not been included. 13. Construction. Unless the context otherwise requires, singular nouns and pronouns (including defined terms), when used herein, shall be deemed to include the plural and vice versa, and impersonal pronouns shall be deemed to include the personal pronoun of the appropriate gender. 14. Assignment. This Agreement and the terms,covenants,conditions, provisions, obligations,undertakings, rights and benefits hereof, including any attachments hereto, shall be binding upon,and shall inure to the benefit of,the undersigned parties and their respective successors, and assigns. 15. Survival. Each and every covenant made by Buyer or Seller in this Agreement shall survive the closing and shall not merge into the Closing Documents, but instead shall be independently enforceable. 16. Governing Law. This Agreement shall be governed by, and construed in accordance with,the laws of the State of California. Any litigation arising hereunder or relating to this Agreement shall be subject to the non-exclusive jurisdiction and venue of any state or federal courts located in Riverside County, California. Any of the foregoing courts shall have personal jurisdiction over the matters arising hereunder or in connection herewith. The parties hereby waive all rights to contest such jurisdiction and venue and waive any right to commence any action in any other jurisdiction or venue. To the maximum extent permitted by law, all rights to trial by jury are relinquished and waived by each party hereto with respect to any litigation arising hereunder or relating to this Agreement. 546111v4 Page 5 580557.2 17. Time of the Essence. Time is of the essence of all provisions of this Agreement. 18. Prevailing Party. In the event that the rights and responsibilities of the parties under this Agreement are interpreted and enforced in court or by arbitration, the prevailing party shall be entitled to recover all its costs and expenses of the proceeding, including but not limited to, reasonable attorneys' fees and costs. 19. Entire Agreement. This Agreement is the entire,full and complete agreement between the parties regarding the subject matter of this Agreement and it supersedes all prior understandings, agreements, and representations of any kind or nature concerning the subject matter hereof. There are no representations,promises, or agreements,oral or otherwise, between the parties not embodied herein or the Closing Documents, which are of any force or effect with reference to the rights granted in this Agreement. 20. Waivers; Amendment; Counterparts.No claim of waiver,consent, or acquiescence with respect to any provision of this Agreement shall be made against any party hereto except on the basis of a written instrument executed by or on behalf of such party.This Agreement may not be amended, except by a written agreement executed by the parties hereto. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. This instrument and any amendment hereto may be executed via facsimile or by e-mail of a PDF,with the same force and effect as"ink" signatures,and the parties agree that facsimile or PDF execution hereof shall be binding upon the parties. [SIGNATURE PAGE FOLLOWS] 546111v4 Page 6 580557.2 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. Seller: HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CIT 1 F CATHEDRAL CITY By: '4 Print Name: 17m; 6. St Title: ,46m. 14r44-ritat SarKq Qti Buyer: CREEKSIDE LOAN HOLDINGS,LLC By: Creekside Holding MM, LLC, its managing member By: MBA Properties, Inc., its sole member By: Hillary B. Zimmerman, Vice President Attachments/Exhibits: Exhibit A -- Listing of Loan Documents Attachment"1" Bill of Sale and Assignment for Loan Documents Attachment"2-A" -- Endorsement Allonge Attachment"2-B" -- Lost Note Affidavit and Agreement to Indemnify Attachment"3" Assignment of Deed of Trust 546111v4 Page 7 580557.2 1 j IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. Seller: HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY By: Print Name: Title: Buyer: CREEKSIDE LOAN HOLDINGS,LLC By: Creekside Holding MM, LLC, its managing member By: MBA Properties, Inc., its sole member Y: . Hillary B. immerman, Vice President Attachments/Exhibits: Exhibit A -- Listing of Loan Documents Attachment"1" Bill of Sale and Assignment for Loan Documents Attachment"2-A" -- Endorsement Allonge Attachment"2-B" -- Lost Note Affidavit and Agreement to Indemnify Attachment"3" Assignment of Deed of Trust 546111v4 Page 7 580557.2 • A EXHIBIT A SELLER LOAN DOCUMENTS 1. Promissory Note dated July 15,2003, executed and delivered by Borrower in the original face principal balance of$1,800,000.00,payable to the order of Seller(as successor to the Redevelopment Agency of the City of Cathedral City). 2. Deed of Trust With Assignment of Rents, dated November 1,2002,by Borrower in favor of Seller(as successor to the Redevelopment Agency of the City of Cathedral City) and recorded on July 30,2003 as Instrument No. 2003-569618 in the Official Records of Riverside County, California. 3. Deed of Trust With Assignment of Rents,dated July 15,2003,by Borrower in favor of Redevelopment Agency of the City of Cathedral City(Assignor is the successor to Redevelopment Agency of the City of Cathedral City) and recorded on August 15,2003, as Instrument No. 2003-625754 in the Official Records of Riverside County,California. 4. Owner Participation Agreement dated November 1,2002 and recorded on July 15, 2003 as Instrument No. 2003-523596 in the Official Records of Riverside County,California between Seller(as successor to the Redevelopment Agency of the City of Cathedral City)and Borrower, as amended by that certain First Amendment to Owner Participation Agreement dated July 15, 2003 and recorded on August 15, 2003 as Instrument No. 2003-625744 in the Official Records of Riverside County, California . 5. Declaration of Affordability Covenants,dated as of November 1,2002,by Borrower and recorded on July 21, 2003 as Instrument No. 2003-540449 in the Official Records of Riverside County, California. 6. Declaration of Redevelopment Covenants,dated as of November 1,2002,by Borrower and recorded on July 24,2003 as Instrument No. 2003-552036 in the Official Records of Riverside County,California, 7. All other documents,agreements,and other information contained in the loan files relating to the loan evidenced by the Promissory Note described in item 1 of this Exhibit. 546111v4 Page 8 580557.2 ATTACHMENT "1" See attached 1 , BILL OF SALE AND ASSIGNMENT For value received, HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY ("Seller")hereby sells, assigns, transfers and conveys to CREEKSIDE LOAN HOLDINGS, LLC, a Nevada limited liability company("Buyer"), its successors and assigns, the Loan Documents described in that certain Loan Sale Agreement, of even date herewith, between Seller and Buyer (the "Agreement") and all rights of the Seller under the Loan Documents. This Bill of Sale is executed pursuant to, and is subject to, all of the terms, agreements and conditions of the Agreement. The Loan and all Loan Documents are being sold and assigned without recourse, representation or warranty of any kind or nature except those expressly provided in the Agreement and the other Closing Documents. All capitalized terms not defined herein shall have the meaning given to them in the Agreement. Dated: Q c h' ,v 3k) , 2015 HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF • THEDRAL CITY By: Foy!'/DR Print Name: Arm' rs, Sa Title: 40m,01s1n va- -a.Agi4 4x 1 / .4 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 RIVERSIDE ) On /ijw;S , 201 , before me,r a Notary Public, pers lly appeared 7Artt £•Scoi-7, 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 a hand . • o P cial seal. .�!'' ' Signature ����__ ' girl (SEAL) JIM L.SHERMAN I.! Commission*2054335 4` -'-u Notary Au$;•Cslr' �r++% Riverside Comte ———_ — PS/Comm.Esti a ht►&2015 2 ATTACHMENT "2-A" See attached 546111v4 580557.1 ENDORSEMENT ALLONGE Payable to the order of CREEKSIDE LOAN HOLDINGS, LLC, a Nevada limited liability company, without recourse, representation or warranty of any kind or nature except as expressly provided in a certain Loan Sale Agreement, of even date herewith, by and between the HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, and CREEKSIDE LOAN HOLDINGS, LLC, a Nevada limited liability company, (the "Agreement") or the Closing Documents (as defined in the Agreement). This Endorsement Allonge is attached to and made a part of that certain Promissory Note dated July 15, 2003, in the original face principal amount of $1,800,000.00, made by CATHEDRAL/CREEKSIDE, L.P., a California limited partnership, as maker, payable to the order of REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY. HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CI Y OF) THEDRAL CITY By: ' Print Name: im r. Sae Title: 4Omdm max O+;c Dated: 0 Oa,et 0 , 2015 546111v4 580557.1 r } I ATTACHMENT"2-B" See attached 546111v4 580557.1 A III AFFIDAVIT OF LOST NOTE AND AGREEMENT TO INDEMNIFY The undersigned, HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY ("Lender"), upon its oath, does hereby state, certify and agree,as of October 30,2015,to the following: CATHEDRAL/CREEKSIDE, L.P., a California limited partnership ("Borrower") is the maker and borrower under, and the Lender is the payee under and current holder and legal owner of, that certain Promissory Note dated July 15, 2003, in the original principal amount of $1,800,000.00 (the "Note"), a copy of which is attached hereto as Exhibit A and incorporated by this reference herein. The Note was delivered to the Lender and represents an obligation of Borrower to the Lender. The Note has been lost, stolen, or destroyed, and is not now in the possession of any person having any lawful claim to same. On the date hereof, Creekside Loan Holdings, LLC, a Nevada limited liability company("Buyer"), is purchasing the Note and loan documents related to the loan evidenced by the Note pursuant to that certain Loan Sale Agreement, of even date herewith, by and between Lender and Buyer, without Buyer requiring that the Lender deliver to Buyer the original Note. The undersigned Lender warrants and represents to the Borrower and Buyer that the Lender has not endorsed, negotiated, transferred or conveyed the Note or otherwise disposed of any interest in the Note. In consideration of Buyer purchasing the Note, the Lender agrees to indemnify and hold harmless Buyer and Borrower and their successors and assigns (individually "Indemnified Party" and collectively the "Indemnified Parties")from and against any and all past, present and future claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and character, which the Indemnified Parties at any time shall or may sustain or incur as a result of Buyer purchasing the entire outstanding balance of the Note without requiring that the Lender assign the original Note, or by reason of any refusal of an Indemnified Party to make a payment under,or honor or discharge an obligation represented by,the Note to any person or entity (including the Lender) demanding payment under said Note as a holder thereof, whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of the Lender or an Indemnified Party. 546111v4 580557.1 IN WITNESS WHEREOF, the undersigned has executed this Affidavit as of the date first written above. HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF Ic C.THEDRAL CITY By: • ,,� Print Name: ■G..: &: • Title: Arita), m &Amu( 64 L. 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 o/si ) t d 19 6 ) ,before me,�(,■ L, f aM11-1-1 ,a Notary Public, personally appeared TA-M( Sc©?.- ,who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. / Signature 11=1111112 JIM L.SHERMAN Commission N 2054335 ,�z,..,'< � Notary Public•California z �. . / 018 Rivenitle County Comm.E res Feb 2,2 546111v4 580557.1 s ATTACHMENT "3" See attached 546111v4 580557.1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Frederick W. Gartside, Esq. do Elkins Kalt Weintraub Reuben Gartside LLP 2049 Century Park East, Suite 2700 Los Angeles, California 90067 ASSIGNMENT OF DEED OF TRUSTS AND DECLARATIONS This ASSIGNMENT OF DEED OF TRUSTS AND DECLARATIONS is made and entered into as of October 30, 2015, by HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY , as assignor ("Assignor"), in favor of CREEKSIDE LOAN HOLDINGS, LLC, a Nevada limited liability company,as assignee("Assignee"). WHEREAS, pursuant to a certain Loan Sale Agreement, of even date herewith, between Assignor and Assignee (the "Loan Sale Agreement"), concurrently herewith, Assignor has sold and assigned to Assignee a promissory note by Cathedral/Creekside L.P., a California limited partnership, as borrower ("Borrower"), in favor of Assignor (the "Note"), the following Declarations (collectively, the "Declarations"): (i) Declaration of Affordability Covenants by Borrower recorded on July 21, 2003 as Instrument No. 2003-540449 in the Official Records of Riverside County, California ("Official Records") and (ii) Declaration of Redevelopment Covenants by Borrower recorded on July 24, 2003 as Instrument No. 2003-552036 in the Official Records, and the following Deed of Trusts (collectively,the "Deed of Trusts"): (1) a Deed of Trust With Assignment of Rents by Borrower in favor of Redevelopment Agency of the City of Cathedral City (Assignor is the successor to Redevelopment Agency of the City of Cathedral City) recorded on July 30, 2003 as Instrument No. 2003-569618 in the Official Records, and (2) a Deed of Trust With Assignment of Rents by Borrower in favor of Redevelopment Agency of the City of Cathedral City (Assignor is the successor to Redevelopment Agency of the City of Cathedral City recorded on August 15, 2003, as Instrument No. 2003-625754 in the Official Records. NOW, THEREFORE, for and in consideration of good and valuable consideration, the receipt and sufficiency of which Assignor hereby acknowledges, the parties hereto agree as follows: 1. Assignor hereby certifies to Assignee that (immediately prior to the assignment thereof by Assignor to Assignee) Assignor is the current legal owner and holder of the Note, the Deed of Trusts and the Declarations. Assignor does by these presents hereby sell, assign, transfer and convey unto Assignee the Deed of Trusts and the Declarations. This Assignment is executed pursuant to,and is subject to all of the terms and conditions of,the Loan Sale Agreement. 2. Assignor confirms and agrees that the original of this Assignment may be recorded in the Official Records,of Riverside County, California, where the Deed of Trusts and Declarations are recorded. 3. and 4. [reserved] 1 5. This instrument shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs and assigns. This instrument shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the undersigned has caused this Assignment to be executed as of the date first written above. HOUSING SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY By: 5'44-- Print Name: ; re. Sari' Title: n,,unptavir .'n.vtcn a.t 2 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 RIVERSIDE ) a fj°91117/1"C � t� 1�, 2015, before me, �ZM. �f(-£R�' a Notary Public, personally appeared T,A 1i C.Scv 77, 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 h. official seal. ture 644 (SEAL) HERMAN Commission#2054335 Notary Public•California 1+/ R versidy County • _Maori!.,E tot!114025j ,HM L.SHERMAN Commission•2064335 • Notary floc•Wogs tdVCounCy rsFe 2218° 3