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14-141 Assignment and Assumption Agreement for 19935 Price Ave-CDBG Rehab Loan RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: . Ofd Republic Title Ccm RECORDED AT THE REQUEST OF certifies that the within instrument hereby OLD REPUBLIC TITLE COMPANY true and c is City of Cupertino orrect Copy Of the original Attn: Housing Division instrument recorded in the ice of th 10300 Torre Avenue Recorder of the County of Cupertino, CA 95014 State of California on Recorder's Se f No. q Old publi. T A NO FEE FOR RECORDING PURSUANT TO any GOVERNMENT CODE SECTION 27383 AND 6103 SPA AB O T SL E FOR RECORDER'S USE Ll ASSIGNMENT AND ASSUNIP IO AGRE ME T (19935 PRICE AVENUE, CUPERTINO, CA—$23 ,491 C G RE B LOAN) This Assignment and Assumption Agreement (the reement") is ed fo eference purposes only August 1, 2014, and is by and between the CITY OF CUPERTINO, a municipal corporation (the "City"), SENIOR HOUSING SOLUTIONS, a California nonprofit public benefit corporation(the "Assignor"), and CUPERTINO SENIOR HOMES LLC, a California limited liability company (the "Assignee"). City, Assignor, and Assignee shall collectively be referred to as the "Parties". RECI FALS A. -The City has provided a loan of C©BG program funds in the principal amount of Two Hundred Thirty-Nine Thousand Four Hundred Ninety-One Dollars ($239,491) (the "Loan") to Assignor for the rehabilitation of the improvements located on the real property located at 19935 Price Avenue, Cupertino, California, as more particularly described in Exhibit A attached hereto (the "Pro pert B. The Loan-is evidenced.by: 1. A Loan Agreement dated August 24, 2009 executed by the City and the Assignor(the "Loan Agreement"); 2. A Promissory Note dated August 24, 2009 executed by the Assignor in favor of the City (the "Note"); 3. A Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, executed by the Assignor, as Trustor, dated August 24, 2009 and recorded on September 31 2009, in the Official Records of Santa Clara.County (``Official Records") as Instrument No. 20420844 (the "Deed of Trust"); and 3. A Regulatory Agreement& Declaration of Restrictive Covenants executed by the Assignor and the City, dated August 25, 2009 and recorded on September 3, 2009, in the Official Records as Instrument No. 20420846 (the "Regulatory Agreement"). Assign-City 239k CDBG Loan(1) The Loan Agreement, the Note, the Deed of Trust;, the Regulatory Agreement and any other documents evidencing or securing the Loan are collectively referred to as the "Loan Documents". C. Assignor owns a fee interest in the Property. Concurrently with the recordation of this Agreement in the Official Records, the Assignor has, or will, convey its fee interest in the Property to the Assignee. In accordance with the :'Loan Documents, the Assignor desires to assign.all of the Assignor's rights, title and obligations under the Loan Documents to the Assignee,the Assignee desires to assume all of the Assignor's rights, title and obligations under the Loan Documents from the Assignor, and the City desires to consent to such assignment and assumption of the Loan Documents and to consent to the transfer of the Property from the Assignor to the.Assignee. AGREEMENT NOW, THEREFORE, in consideration of'the foregoing Recitals, which are incorporated herein by this reference,the mutual promises of the Parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows: 1. Assignment of Loan Documents by Assignor. Assignor hereby assigns and delegates to Assignee all of the Assignor's continuing rights, title, and interest in and obligations under the Loan Documents. 2. Acceptance of Assignment and Assumption of Loan Documents by the Assignee. The Assignee accepts the above assignment of the Assignor's right, title and interest in, and assumes all of Assignor's obligations under the Loan Documents, and agrees to perform all of Assignor's obligations and covenants under the Loan Documents as if the Assignee were the original signatory thereto. All references in-the Loan Documents to the Assignor shall be deemed to be references to the Assignee. 3. Representations. a. The Assignor represents and warrants that it has not previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the Loan Documents. b. Each Party represents and warrants that it is duly formed, validly existing, . and in good standing under the laws of the State of California, and has the power and authority to execute this Agreement and perform its respective obligations under this Agreement. 4�. Consent of the City. City hereby consents to the assignment to, and assumption of, the Assignor's rights, duties, and obligations under the Loan Documents by the Assignee and hereby releases the Assignor from the rights, duties, and obligations set forth in the Loan Documents. City further consents to the transfer of the Property from Assignor to Assignee. Effective Date. This Agreement shall be effective as of the date this Agreement is (the E6r, recorded in the Official Records (the Effective mate ). Assign-City 239k CDBG Loan(1) 6. California Law. This Agreement shall be governed by and interpreted in accordance with laws of the State of California. %. Invalidity. Any provision of this Agreement which is determined by a court to be invalid or unenforceable shall be deemed severed herefrom, and the remaining provisions shall remain in full force and effect as if the invalid or Unenforceable provision had not been a part hereof. 8. Headings. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive:provisions of this Agreement. 9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. [Remainder of Page Left Intentionally Blank] J Assign-City 239k CDBG Loan(1) IN WITNESS WHEREOF, the Parties have; executed this Agreement as of the date first written above. ASSIGNOR: SENIOR HOUSING SOLUTIONS, a California nonprofit public_b.enefi-t orporation Bv: Dolly Sandoval Chair, Board of Directors ASSIGNEE: CUPERTINO SENIOR HOMES LLC, a California limited liability company By: Charities Housing Development Corporation of Santa Clara County, a California nonprofit public benefit corporation, its sole - m�er/manager Daniel Wu Executive Director l Assign-City 239k CDBG Loan(1).docx CITY: CITY OF CUPERTINIO, a municipal corporation Bel: David Brandt, City Manager APPROVED AS TO FORM: By: . C/ Its 5 Assign-City 2')9k CDBG Loan(1) STATE OF CALIFORNIA ) COUNTY OF On 0, - I , f , before me � Q �,� � Notary Public, personally ppeared �f , who proved to me on the basis of satisfactory evidence to be the persons'whose name(gg is/ar4�r subscribed to the within instrument and acknowledged to me that he/s /they executed the same in his/herftheTr authorized capacity(ie T, and that by his/lyer/their,;ignature(s�on the instrument the person(:), or the entity upon behalf of which the person(* acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true-and correct. WITNESS my hand and official seal. unl�t,t aCii�iiG► �.'l — �W Commission # 1923164 Z .'�' Notary Public -California i Name: _ j�(,�.(` �. blip(AT Santa Clara County . Notary Public MX Comm.Expires Feb 21,2015 STATE OF CALIFORNIA ) COUNTY OF On .S 1 E`i , before me, = na1� , Notary Public, personally appeared gyp' 60 rl 2 1 who proved to me on the basis of satisfactory evidence to L� he person s) `whose name(s) is/ re subscrib to the within instrument and acknowledged to hat h�IsheYthey executed the same in hi er heir authorized capacity(ies), and that by hi /her/ heir 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. l / J, HINKLE — '^^�` Commission# 2013826 Name: !'1 -= Notary Public -Calitornia D Notary = blic Z � San Joaquin County _ My Comm.Expires Mar 22,2017 STATE OF CALIFORNIA ) COUNTY OFf)a( Z; •�'� ) On , before me, �� . 1 'O� , Notary Public, personally appeared ,4 r1 t e,1 VV V _ , who proved to me on the basis of satisfactory evidence to be the rA�1�--an(s) whose names Ois/ r e sub 'bed to the within instrument and acknowledged ` �e tha l�he/th ey executed the same i i l-i /tier/their �i«�in g authorized capacity(ies), and that b his/ r/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. '� ;• J. HINKLE Commission #2013826 z - Notary Public - California z n San Joaquin County D ame: _ My Comm. Expires Mar 22,2017 Notary Public EXHIBIT A LEGAL DESCRIPTION The land referred to is situated in the County of Santa Clara, City of Cupertino, State of California, and is described as follows: Lot 81, "Tract No. 4461 Williston Park Unit No. 2", which Map was recorded in Book 236, Page 19 and 20 of Maps, records of Santa Clara County, California". Excepting therefrom the underground water rights, with no rights of surface entry, as conveyed of California Water Service Company, a California corporation, by Deed recorded in Book 8119, Page 196 of Official Records. Also excepting therefrom the underground water rights as conveyed to the City of Cupertino, a municipal corporation,.by Deed recorded in Book 8140, Page 215, of Official Records. APN: 369-05-035 A.-1 33 RECORDING REQUESTED BY AND - i)id R-e u p blic Title Company hereby WHEN RECORDED RETURN TO: certifies that the within instrument is a RECORDED AT THE REQUEST OF tree and correct CO OLD REPUBLIC TITLE COMPANY C{ py of the original City of Cupertino instrument recorded in the pffice of the Attn: Housing Division Recorder of the County of 10300 Torre Avenue State of Californi n -2I-( Cupertino, CA 95014 Recorder's S d , Old Re Title parry By: NO FEE FOR RECORDING PURSUANT TO GOVERNMENT CODE SECTION 273 83 AND 6103 S ACE AB E T S LINE F R RECORDER'S USE ASSIGNMENT AND ASSU14PTI LNAG EMENT (1993 5 PRICE AVENUE, CUPERTINO, CA—$ CDBG REHA�OAN) This Assignment and Assumption Agreement (the "Agreement") is dated for reference purposes only August 1, 2014, and is by and between the CITY OF CUPERTINO, a municipal corporation (the "City"), SENIOR HOUSING SOLUTIONS, a California nonprofit public benefit corporation(the "Assignor"), and CUPERTINO SENIOR HOMES LLC, a California limited liability.company (the "Assignee"). City, Assignor, and Assignee shall collectively be referred to as the "Parties". RECITALS A. The City has provided a loan of CDBG program funds in the principal amount of One Hundred Ninety-Six Thousand One Hundred Ninety-Five Dollars ($196,195) (the "Loan") to Assignor for the rehabilitation of the improvements located on the real property located at 19935 Price Avenue, Cupertino, California, as more particularly described in Exhibit A attached hereto (the "Property"). B. The Loan is-evidenced by: 1. A Loan Agreement dated June 21, 2011 executed by the City and the Assignor(the "Loan Agreement"); 2. A Promissory Note dated June 21, 2011 executed by the Assignor in favor of the City (the "Note"); 3. A Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, executed by the Assignor, as Trust.or, dated June 21, 2011 and recorded on June 28) 2011, in the Official Records of Santa Clara County ("Official Records") as Instrument No. 21219453 (the "Deed of Trust"); and 3. A Regulatory Agreement 6' Declaration of Restrictive Covenants executed by the Assignor and the City, dated June 21, 2011. and recorded on June 28, 2011, in the Official Records as Instrument No. 21219452 (the "Regulatory Agreement"). 1 Assign-City 196k CDBG Loan(1) The Loan Agreement, the Note, the Deed of Trust, the Regulatory Agreement and any other documents evidencing or securing the Loan are collectively referred to as the "Loan Documents". C. Assignor owns a fee interest in the Property. Concurrently with the recordation of this Agreement in the Official Records, the Assignor has, or will, convey its fee interest in the Property to the Assignee. -In accordance with the Doan Documents, the Assignor desires to assign all of the Assignor's rights, title and obligations under the Loam Documents to the Assignee, the Assignee desires to assume all of the: Assignor's rights, title and obligations under the Loan Documents from the Assignor, and the City desires to consent to such assignment and assumption of the Loan Documents and to consent to the transfer of the Property from the Assignor to the Assignee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual-promises of the Parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows: 1. Assignment of Loan Documents by_Assignor. Assignor hereby assigns and delegates to Assignee all of the Assignor's continuing rights, title, and interest in and obligations under the Loan Documents. 2. Acceptance of Assignment and Assumption of Loan Documents by the Assignee. The Assignee accepts the above assignment of the Assignor's right, title and interest in,.and assumes all of Assignor's obligations under the Loan Documents, and agrees to perform all of Assignor's obligations and covenants under the Loan Documents as if the Assignee were the original signatory thereto. All references in the Loan Documents to the Assignor shall be deemed to be references to the Assignee. Representations. a. The Assignor represents and warrants that it has not previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the Loan Documents. b. Each Party represents and warrants that it is duly formed, validly existing, and in good standing under the laws of the State of California, and has the power and authority to execute this Agreement and perform its respective obligations under this Agreement. 4. Consent of the City. City hereby consents to the assignment to, and assumption of, the Assignor's rights, duties, and obligations under the Loan Documents by the Assignee and hereby releases the Assignor from the rights, duties, and obligations set forth in the Loan Documents. City further consents to the transfer o f the Property from Assignor to Assignee. 5. Effective Date. This Agreement Shall be effective as of the date this Agreement is recorded in the Official Records (the "Effective Date"). 2 Assign-City 196k CDBG Loan(1) t 6. California Law. This Agreement shall be governed by and interpreted in accordance with laws of the State of California. 7. Invalidity. Any provision of this Agreement which is determined by a court to be invalid or unenforceable shall be deemed severed therefrom, and the remaining provisions shall remain in full force and effect as if the invalid or unenforceable provision had not been a part hereof. 8. Headings. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive:provisions of this Agreement. 9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. [Remainder of Page Left Intentionally Blank] J Assign-City 196kCDBG Loan(1) IN WITNESS WHEREOF, the Parties have: executed this Agreement as of the date first written above. A,--:SIGNOR: SENIOR HOUSING SOLUTIONS, a California nonprofit public benefit corporation By:. Dol'ly-Sandoval ____ Chair,Board of Directors ALSSIGNEE: CUPERTINO SENIOR HOMES LLC, a California limited liability company B_l/: Charities Housing Development Corporation of Santa Clara County, a California nonprofit public benefit corporation, its sole me erf-nanager Danie u Executive Director 4 Assign-City 196k CDBG Loan(1).docx CITY: arY OF CUPERTINIO, a municipal coloration'` �. J By-: David Brandt, Citv Manaszer APPROVED AS TO FORM: By: Its: C�✓ ''U l Assign-City 196k CDBG Loan(1) STATE OF CALIFORNIA ) COUNTY OF On A , before me, _ ut'' C C 14A Notary Public, personally 4peare`d � ; �` , 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 ac'rcnowledged 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. GRACE SCHMIDT Commission # 19231.64 Name: _ Z .` Notary Public -California z Notary Public Santa Clara County MY Comm.Expires Feb 21,2015 STATE OF CALIFORNIA ) l� ' ) COUNTY OF Sn r'1ta. C ) On , before me,i 1 who roved to me ►_. k- (0 ,Notary Public, personally appeared �.�l�il \lv lA, � P on the basis of satisfactory evidence to be thZt on(s) whose name( is re su ibed to the instrument and acl nowled e me she/they executed t e same 'n hi her/their within ins g � authorized capacity(ies), and that y his her/their signature(s) on the instrument 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. . J. HINKLE Commission #2013826 a. z Notary Public -California z z r.. San Joaquin County D Name. _ � Notary Publ' My Comm. Expires Mar 22,2017 y STATE OF CALIFORNIA ) COUNTY OF��rR"(1�. ��•t�U�. ) On !D l` , before me, `i) , Notary Public, personally appeared �7 �>(Ji�'1 ( �1 , who proved to me on the basis of satisfactory evidence to the persc)*) whose name(sY i sure subscribes to the within instrument and acknowledged to that h�)'sj/they executed the same in hi er their authorized capacity(ies), and that by hi /her/ heir s-ignature(s) on the instrument the person(s), or the entity upon behalf of which the pers 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. �.,. J. HINKLE :/ Commission # 2013826 ame: �---� Notary ublic - California z - Z y Notar P.a- •c 3•'' San Joaquin County ' ' __y� My Comm.Expires Mar 22,2017 EXHIBIT' A LEGAL DESC'RIPT'ION The land referred to is situated in the County of Santa Clara, City of Cupertino, State of California, and is described as follows: Lot 81, "Tract No. 4461 Williston Park Unit No. 2", which Map was recorded in Book 236, Page 19 and 20 of Maps, records of Santa Clara County, CC'ilifornia". Excepting therefrom the underground water rights, with no rights of surface entry, as conveyed of California Water Service Company, a California corporation, by Deed recorded in Book 8119, Page 196 of Official Records. Also excepting therefrom the underground water rights as conveyed to the City of Cupertino, a municipal-corporation, by Deed recorded in Book 8140, Page 215, of Official Records. APN: 369-05-035 A-1 i i a August 14, 2014 Ms. Sharon LaFountain Old Republic Title Company 224 Airport Parkway,Suite 170 San Jose, CA 95110 a Phone (408) 557-8400 Email: SLaFountain @ortc.com RE: Escrow Number: 01616011133-SL Buyer: Cupertino Senior Homes LLC,a California Limited liability company Seiler: Senior Housing Solutions,a California nonprofit public benefit corporation City: City of Cupertino,a municipal corporation Housing Trust: Housing Trust Silicon Valley,formerly known as the Housing Trust of Santa {Zara Countv,a California nonprofit public benefit corporation Property: 3.9935 Price(Avenue, Cupertino, California Dear Ms. LaFountain: This letter constitutes the joint escrow instructions(the"Instructions")of the Buyer,the Seller,the City and the Housing Trust, in connection with Seller selling and transferring the Property described above to the Buyer. I. Through this escrow, the following shall coccur: A. The Property is currently owned by in fee by the Seller. The Seller has agreed to sell the Property to the Buyer for the purchase price of$1,625,686 (the "Purchase Price"). the Seller will transfer the Property to the Buyer pursuant to a grant deed (the "vrant Deed"). The Purchase Price is the sum of he following loans assumed by the Buyer: (i) City Loans: $1152-5,585 in the aggregate l Old Republic Title Company Page 2 (ii) Housing Trust Loan: $100,+300 I B. The Seller obtained a loan in the original principal amount of 1,090jOOO(the"City 1M Loan")from the City. The City 1M Loan is secured by a deed of trust recorded January 20, 2009, as Instrument No. 20105259 (the "City 1M Loan Deed of Trust") and a regulatory agreement recorded January 20, 2009, as instrument No. 20105261 (the "City 1M Loan Regulatory Agreement"). Through this escrow: (i) the Seller will assign its obligations under the City 1M Loan to the Buyer pursuant to an assignment and assumption agreement (the "City 1M Loan Assignment"). After the close of escrow,the City 1M Loan Deed of Trust will remain the first deed of trust on the Property. C. The Seller obtained a loan in the original principal amount of$100,000 (the "Housing Trust Loan") from. the Housing Trust, as assignee from Opportunity f=und Northern California ("OFNC"), pursuant to an assignment and assumption agreement recorded January 18,2013, as Instrument No. 22056696. The Housing Trust Loan is secured by a deed oftrust recorded January 20,2009, as Instrument No.20105260(the"Housing Trust Loan Deed of Trust") and a use restriction agreement recorded January 20, 2009, as Instrument No. 20105262 (the ".Housing Trust Use Agreement"). Through this escrow: (i) the Seller will assign its obligations under the Housing Trust Loan to the Buyer and the Buyer and the Housing Trust will amend the Housing Trust Use Agreement pursuant to a recorded Assignment and Assumption and Modification Agreement (the "Housing Trust Loan Assignment & Modification"); and (ii) the Seller,the Buyer and the Housing Trust will enter into an unrecorded consent and modification agreement (the "Housing Trust Consent and Modification"). After the close of escrow, the Housing Trust Loan Deed of Trust will remain the second deed of trust on the Property. D. The Seller obtained a loan of CDBG program funds in the original principal amount of $239..491 (the "City 239k Loan")from the City. The City 239k Loan is secured by a deed of trust recorded September 3, 2009, as (Instrument No. 20420844 (the "City 239k Loan Deed of Trust") and a regulatory agreemE�nt recorded September 3, 2009, as Instrument Old Republic Title Company 1 Page 3 No. 20420846 (the "City 239k Loan Regulatory Agreement"). Through this escrow: W the Seller will assign its obligations under the City 239k Loan to the Buyer pursuant to an assignment and assumption agreement (the "City 239k Loan Assignment"). i After the close of escrow,the City 239k Loam Deed of Trust.will remain the third deed of trust on the Property. E. The Seller obtained a loan of CDBG program funds in the original principal amount of $196,195 (the "City 196k Loan")from the City. The City 196k Loan is secured by a deed r of trust recorded June 28,2011,as Instrument No.21219453(the City 196k Loan Deed of Trust") and a regulatory agreement recorded June 28, 2011, as Instrument No. 21219452 (the "City 196k Loan Regulatory Agreement"). Through this escrow: (i) the Seller will assign its obligations under the City 196k Loan to the Buyer pursuant to an assignment and assumption agreement (the "City 196k Loan Assignment"). After the close of escrow,the City 196k Loan Deed of Trust will remain the fourth deed of trust on the Property. II. Deposit of Funds and Documents Into Escrow: A. Seller Documents: The Seller will deposit the following documents into escrow: (i) the Grant Deed; (ii) a Bill of Sale; (iii) an Assignment of Leases (in counterpart with the Buyer); (iv) an Assignment of Contracts (in counterpart with the Buyer); and (v) a Purchase and Sale Agreement (in counterpart with the Buyer) . B. Buyer Funds and Documents: Buyer will deposit the funds necessary to pay the title,escrow and other closing costs as approved in the settlement statement and the following documents into escrow: W the Preliminary Change of Ownership Report; (ii} an Assignment of Leases (in counterpart with the Buyer); { J, l Old Republic Title Company l Page 4 (iii) an Assignment of Contracts (in counterpart with the Buyer); and (v) a Purchase and Sale Agreement (in counterpart with the Buyer) . C. City Documents: The City will deposit the following documents into escrow: W the City 1M Loan Assignment; (ii) the City 239k Loan Assignment; and (iii) the City 196k Loan Assignment. D. Housing Trust Document: The Housing Trust will deposit the following document into escrow: 0) the Housing Trust Loan Assignment &Modification; and (ii) the Housing Trust Consent & Modification. III. Conditions of Closing. You may close the above-referenced escrow only upon fulfillment of all of the following conditions: A. You hold the documents referred to in Section II above, duly executed and acknowledged where required and-the funds to be deposited pursuant to Section li- above, you have dated any undated documents as of the closing date and filled in any blanks relating to publicly available informal:ion, such as, recording information and have ensured that the proper legal description is attached to all documents to be recorded. B. You are prepared and irrevocably committed to issue to the Buyer an AL TA Owner's Title Policy (with a standard survey exception) insuring the Buyer's interest in the Property in the amount of the Purchase Price, free of all liens and encumbrances exce � for: (i)taxes for fiscal year 2014-2015,which are a lien not yet due and payable,and (ii) Exception Nos. 1 through 14, inclusive, as shown on that certain Preliminary Report dated as of May 6, 2014, The Purchaser's Title Policy will include an Owner's Comprehensive Endorsement (ALTA 9.2-06) and a Location Endorsement: (ALTA 22-06) (the "Owner Title Policy"). Old Republic Title Company Page 5 w i C. You are prepared and irrevocably committed to issue to the City ALTA Lender's Title Policies insuring the.City 1M Loan Deed of Trust in the amount of the City 1M Loan,the City 239k Loan Deed of Trust in the amount of the City 239k Loan and the City 296k Loan Deed of Trust in the amount of the City 296k Loan in conformance with these Instructions (collectively, the "City Title Policies"). i D. You are prepared. and irrevocably committed to issue to the Housing Trust an ALTA. Lender's Title Policy effective dated as of January 20,2009 insuring the Housing Trust Loan Deed of Trust in the amount of the Housing Trust Loan in conformance with the Proforma Title Policy approved by the Housing Trust and attached to these Instructions as Exhibit A (the "Housing Trust Title Policy"). E. You have had email or telephone contact with the Buyer's representative Scott R. Barshay or any attornay at Gubb & Barshay�LLP (sbarshay@eubbandbarshay.com/415- 781-6600) or Kathy Robinson at the Buyer.(KRobinson @c haritieshousing.org/408-550- 8311)that all other conditions of closing required by the parties hereto have been satisfied. 1V. Recording Requirements. A: Upon meeting the conditions of closing in Section III above, you are instructed to immediately record in the Official Records of the Santa Clara County; in the order set forth below,the following documents (collectively known.as the "Documents"). All requirements with respect to the Closing shall be considered as having taken place simultaneously, and no delivery or payment shall be considered to have been Trade until all closing transactions have been accomplished. (i) the Grant Deed; (ii) the City 1M Loan Assignment; (iii) the Housing Trust Loan Assignment & Modification; (iv) the City 239k Loan Assignment; and (v) the City 196k Loan Assignment. B. All City documents are to be recorded at no charge pursuant to California Government Code Section 27383. If the Santa Clara County Recorder requires a recording fee,such fees- shall be borne by the Seiler. C. Immediately upon recordation of the Documents, you are instructed to notify Scott R. Barshay and Kathy Robinson. i Old Republic Title Company Page 6 V. Deposit and Disbursement of iFunds. Funds will be deposited into this escrow to be credited towards closing costs, and title insurance premiums. Concurrently with recordation you are instructed to disburse the funds in the following order: A. You are to disburse the amount identified in your closing statement to Old Republic Title Company. if the funds on deposit are insufficient to pay this amount, you are to bill the Seller for any outstanding balance due. B, You are to disburse the amount of$3,139 to Gubb& Barshay LLP for legal fees. Mail the check to Gubb & Barshay LLP, 505 14th Street, Suite 1050, Oakland, CA 94612. C. You are to disburse the amount of$1, OS to McPharlin, Sprinkles &Thomas, LLP for the Housing Trust's legal fees. Mail the check to McPharlin,Sprinkles &.Thomas, LLP, 160 W. Santa Clara St.; Suite 400, San Jose, CA 95113. D. You are to disburse the remaining funds as approved in the final settlement statement. VI. Delivery of the Recorded Documents and Policies. You are instructed to deliver the following documents, which, where applicable, are to include recording information certified as correct by Old Republic Title Company within 72 hovers of the close of escrow: A. Deliver a set of all Documents(including documents not recorded)and a copy of the Owner Title Policy to Scott R. Barshay, Gubb & Barshay LLP, Email to: Iindahix@gubbandbarshay.com. B. Deriver a set of all Documents(including documents not recorded)and the original Owner Title Policy to Kathy Robinson,Charities Housing Development Corporation of Santa Clara County, 1400 Parkmoor Avenue, Suite 190, San Jose, CA 95126. C. Deliver a set of all Documents (including documents not recorded) and the original City 1 fill Torre �' i .'t.►1 rA ati014, Attn. Title rolicies to the City of Cupertino, L0 3001 Toy re r�renue, ..upe,�„no, Housing Division. D. Deliver a set of all Documents(including documents not recorded)and the original Housing i Old Republic Title Company Page 7 Trust Title Policy to the Housing Trust Silicon Valley, 95 S. Market Street, Suite 610, San Jose, CA 95113, Attn: Martha Lopez. VII. hosts and Fees. All escrow fees and closing costs incurred with this transaction shall be paid for by the.Buyer. VIII. Miscellaneous A. These Instructions may be revoked, amended or modified in a writing executed by all parties hereto at any time prior to the close of escrow. The Buyer authorizes Scott R. Barshay at Gubb & Barshay or Kathy Robinson of the Buyer to sign any revocation, w.� -' �+ �. r..,.d; ,..,t: *^+"ese Instru�,tions cn itS behalf,or to umcII- ;-ev�k.a� or a 111 end m e711.VI 111v Ifil Ca loll ll! 111 modify these Instructions orally. The Seller authorizes Dolly Sandoval to sign any revocation, amendment or modification to these Instructions on their behalf, or to amend, revoke, or modify these Instructions orally. The City authorizes to sign any revocation, amendment or modification to these Instructions on its behalf, or to amend, revoke, or modify these Instructions orally. The Housing Trust authorizes Martha Lopez to sign any revocation, amendment or modification to these Instructions on its behalf, or to amend,revoke, or modify these Instructions orally. B. Please acknowledge your agreement to and acceptance of these Instructions by signing a copy of this letter and emailing it to Scott R. Barshay at Gubb & Barshay and Kathy Robinson at the Buyer(along with the final settlement statement). Thank you for your assistance. BUYER: Cupertino Senior Homes LLC, a California limited liability company By: Charities Housing Development Corporation of Santa Clara County, a California nonprofit public benefit corporation, its sole/m r/ma _ By - Daniel Wu Executive Director SELLER: Senior Housing Solutions, a California nonprofit public benefit corporation By: `Dolly Sandoval Chair, Board.of Directors i i Old Republic Title Company i Page 9 CITY: City of Cupertino, a municipal corporation Signed in C®un#erpart By: Its: HOUSING TRUST: Housing Trust Silicon Valley, a California nonprofit public benefit corporation By: Its: uu Old Republic Title Company Page 9 CITY: City of Cupertino, a municipal poration Its: Ut-11 1CIKlr TRI ICT- ■ \V J Housing Trust Silicon-Valley, a California nonprofit public benefit corporation Signed in Counterpart By: Its: Old Republic Title Company Page 10 a I The undersigned acknowledges receipt of the above instructions and agrees to proceed in strict accordance therewith. Old Republic le pant' By: �, Date: 12014 old Republic Title Company Page 11 i i i Exhibit A. Housing Trust Proforma Title Policy [see attached] Amend=3 Loan Policy of Title Insurance American Land Title Association Loan Policy 6-17-06 iz xr Policy Number PROFORMA Issued by Old Republic National Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 17 of the Conditions. JK COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAINED IN'SCHEDULE B,AND THE CONDITIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota corporation(the"Company")insures as of Date of Policy and, to the extent stated in Covered Risks 11, 13,and 14,after Date of Policy, against loss or 63mage,not exceeding the Amount of Insurance,sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence, duress,incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged, notarized, or delivered; (Iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified,expired,or otherwisE!invalid power of attorney; (vi) a document not properly filed,recorded,or indexed In the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land, 3. Unmarketable Title, 4. No right of access to and from the Land. 5• The violation or enforcement of any law, ordinance,permit,or governmental regulation(including those relating to building and zoning) restricting, regulating,prohibiting,or relating to: (a) the occupancy, use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public F:ecords setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. g• The invalidity or unenforceability of the lien of the Insured Mortgage upon the Title, This Covered Risk includes but is not limited to insurance against loss from-any of the following impairing the lien of the Insured Mortgage (a) forgery,fraud,undue influence,duress,incompetency, incapacity,or impersonation; (b) failure of any person or Entity to have authorized a transfer or conveyance; (c) the Insured Mortgage not being properly created, executed,witnessed,sealed,acknowledged, notarized,or delivered; (d) failure to perform those acts necessary to create a document by electronic means authorized by law; (e) a document executed under a falsified,expired,or otherwise inva lid power of attorney; (f) a document not properly filed,recorded,or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (g) a defective judicial or administrative proceeding, (Continued on Next Page) Amend-3 Loan Policy American Land Title Association Loan Policy 6-17-06 � n � Policy Number PROFORMA 10. The lack of priority of the lien of the Insured Mortgage upon the Title over any other lien or encumbrance. 11. The lack of priority of the lien of the Insured Mortgage upon the Tide (a) as security for each and every advance of proceeds of the loan sE:cured by the Insured Mortgage over any statutory lien for services,labor, or material arising from construction of an improvement or work related to the Land when the improvement or work is either (i) contracted for or commenced on or before Date of Policy;or (ii) contracted for,commenced,or continued after Date of Policy if the construction is financed,in whole or in part, by proceeds of the loan secured by the Insured Mortgage that the Insured has advanced or is obligated on Date of Policy to advance; and (b) over the lien of any assessments for street improvements under construction or completed at Date of Policy. 12. The invalidity or unenforceability of any assignment of the Insured Mortgage,provided the assignment is shown in Schedule A, or the failure of the assignment shown in Schedule A to vest title to the Insured Mortgage in the named Insured assignee free and clear of all liens. 13. The invalidity,unenforceability,lack of priority,or avoidance of the lien of the Insured Mortgage upon the Title (a) resulting from the avoidance in whole or in part,or from a court order prodding they enrof the remedy,of any Mortgage becaruse all or any priorptransfer the title to or any interest In the Land occurring prior to the transactcon creating constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency,or similar creditors'.rights laws; or (b) because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws by reason of the failure of its recording in the Public Records (1) to be timely,or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 14. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 13 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the Insured Mortgage in the Public Records, The Company will also pay the costs,attorneys'fees,and expenses incurred in defense of any matter insured against by this Policy,but only to the extent provided in the Conditions. Issued through the Office of: Old Republic Title Company Old Republic National Title Insurance Company 400 Second.Avenue South 224 Airport Parkway,Suite 170 Minneapolis, Minnesota 55401 San Jose,CA 95110 SPECIMEN "PRO FORMA " A � Sacrotary Authorized Signatory Amend-3 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs, attorneys'fees,or expenses that arise by reason of; regulation(including those relating to building and zoning)restricting, regulating, prohibiting,or 1. (a) Any law,ordinance,permit,or governmental relating to (i) the occupancy,use,or en joyme��t of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the subdivision of land; or governmental regulations. This Exclusion 1(a)does (iv) environmental protection; or the effect of any violation of these laws,ordinances,or g 9 not modify or limit the coverage provided under Covered Risk 5. b Any govemmental police power, This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters (a) created,suffered,assumed, or agreed to by the Insured Claimant; b not Known to the Company,not recorded in the Public Records at Date of Policy, but Known Insured to the Insured Cl iman;and not disclosed in writing ( ) to the Company by the Insured Claimant prior to the date the Insured Claimant became (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11, 13,or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage, 4. Unehfarceability of the lien of the Insured Mortgage because of the inabili'_y or failure of an Insured to comply with applicable doing-busyness laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law, n claim b reason of the operation of federal bankruptcy, state insolvency,or similar creditors'rights laws,that the transaction creating the lien of 6. A y Y the Insured Mortgage,is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 13(h)of this policy. 7. An lien on the Title for real estate taxes or assessments Imposed by governmental authority and created or t or attaching the coverrage provided tu der Covered Y the date of recording of the Insured Mortgage in the Public Records,This:Exclusion doe Risk II(b). * P R 0 F DR. M A NOTE: This is a PRO FORMA POLICY furnished to or on behalf of the party to be insured. It does not reflect the present status of title and is NOT A COMMITMENT to insure the estate or interest as shown herein, nor does it evidence the willingness of the Company to provide any affirmative coverage shown herein. Any such commitment must be an express written undertaking on appropriate forms of the Com zany Old Republic National Title Insurance Company 400 Second Avenue South Minneapolis, Minnesota 55401 SCHEDULE A Policy No: PROFORMA Amount of Insurance; $100,000.00 Order No: 0616011133P-SL Premium: $0.00 Date of Policy: January 20, 2009 Address Reference: 19935 Price Avenue - Cupertino, CA 95014 Loan No: 1. Name of Insured: Housing Trust Silicon Valley, formerly known as Housing Trust of Santa Clara County, a California nonprofit public benefit corporation 2. The estate or interest in the Land that is encumbered by the Insured Mortgage is Fee 3, Title Is vested In: Cupertino Senior Homes LLC, a California limited liability company 4, The Insured Mortgage and its assignments, if any, are described as follows: Deed of Trust to secure an indebtedness of the amount stated below, Amount $100,000.00 Trustor/Borrower : Senior Housing Solutions, a California nonprofit public benefit corporation Trustee Cornerstone Title Company Beneficiary/Lender Opportunity Fund Northern California, a California nonprofit public benefit corporation Dated January 9, 2009 Recorded : January 20, 2009 in Official Records under Recorder's Serial Number 20105260 Page 1 of 7 Pages OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY The record beneficial interest under said Geed of Trust as a result of the last recorded assignment thereof is, Vested In Housing Trust of Santa Clara County, a California nonprofit public benefit corporation By Assignment From Opportunity Fund Northern California, a California nonprofit public. benefit corporation Dated December 10, :1012 Recorded January 18, 20:13 in Official Records under Recorder's Serial Number 22056696 Loan No. 5132 Assignment and Assumption and Modification Agreement, pertaining to said Deed of Trust. Recorded in Official Records under Recorder's Serial Number of Santa Clara, City of Cupertino,State of California,and is described as 5. The Land referred to in this Policy is situated in the County follows: Lot 81, "Tract No. 4461 Williston Park Unit No. 2", which Map was recorded in Book 236, Page 19 and 20 of Maps, records of Santa Clara County, California". Excepting therefrom the underground water rights, with no rights of surface entry, as conveyed of California Water.Service Company, a California corporation; by Deed recorded in Book 8119, Page 196 of Official Records. Also excepting therefrom the underground water rights as conveyed to the City of Cupertino, a municipal corporation, by Deed recorded in Book 8140, Page 215, ol: Official Records. APN: 369-05-035 6. This policy incorporates by reference those ALTA endorsements selected below: ❑ 4-06 Condominium ❑ 4.1-06 ❑ 5-06 Planned Unit Development ❑ 5.1-06 ❑ 6-06 Variable Rate ❑6.2-06 Variable Rate—Negative Amortization ❑ 8.1-06 Environmental Protection Lien Paragraph b refers to the following state statute(s): NONE ❑9-06 Restrictions, Encroachments, Minerals ❑ 13.1-06 Leasehold Loan ❑ 14-06 Future Advance-PI for I y ❑ 14.1-06 Future Advance-Knowledge [] 14.3-06 Future.Advance-Reverse Mortgage ❑ 22-06 Location,The type of improvement is a a single farnily residence, and the street address is as shown above. Page 2 of_7 Pages OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Policy No PROFORMA SCHEDULE B Part I Exceptions From iCoverage Except as provided in Schedule B Part II, this policy does not insure against loss or damage, and the Company will not pay costs, attorneys'fees, or expenses that arise by reason of; 1. Taxes and assessments, general and special, for the fiscal year 2014 - 2015, a lien, but not yet due or payable. 2. Intentionally omitted. 3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the Sir-ate of California. 4, Any special tax which is now alien and that may be levied within the Santa Clara County Library District, notice(s) for which having been recorded. NOTE: Among other things, there are provisions in said notice(s) for a special tax to be levied annually, the amounts of which are to be added to and collected with the property taxes. NOTE: The current annual amount levied against this land is $33.66. NOTE: Further information on said assessment or special tax can be obtained by contacting: Name Fiscal Agent of the Santa Clara County Library District, Joint Powers Authority Address 14600 Winchester Blvd., Los Gatos, CA 95032 Telephone No. (408) 293-2326, Ext. 3004 5. An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as shown on the filed map. For Public utilities Affects Southerly 10 feet For Sanitary Sewer Affects Easterly 4 feet Page 3 of 7Pages SPECIMEN w:WpRO FORNIA ' OLD REPUBLIC NATIONAL 77LE INSURANCE COMPANY Policy No PROFORMA 6. Covenants, Conditions, Restrictions, Limitations, Easements, Assessments, Reservations, Exceptions, Terms, Liens or Charges, but.omitting any covenants or restrictions if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons, as provided in an instrument. Recorded April 19, 1968 in Book 8093 of Official Records, Page 426 Said Covenants, Conditions and Restrictions provide that a violation thereof shall not defeat or render invalid the lien of any Mortgage or Deed of Trust made In good fait and for value. NOTE: "If this document contains any restriction based on race, color, religion, sex,, sexual orientation, familial status, marital status, disability, national origin, source f income as defined in subdivision (p) of section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older ai persons shall not be construed as restrictions based on fare ilia! status." 7. Deed of Trust to secure an indebtedness of the amount stated below and.any other amounts payable under the terms thereof, Amount $1,090,000.00 Trustor/Borrower Senior Housing Solutions, Inc., a California nonprofit corporation Trustee First American Title C(Dmpany Beneficiary/Lender The City of Cupertino,, a municipal corporation Dated January*15, 2009 Recorded 3anua y 20, 2009 in C)fficiai Records under Recorder's Serial Number 20105259 g, Intentionally omitted. 9. Intentionally omitted. 10, Intentionally omitted. 11. Intentionally omitted. 12. Intentionally omitted. Page -1 or.7 Pages S P E C I M E N **PRO FORMA +<� OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Policy No PROFORMA 13. Intentionally omitted. 14. Intentionally omitted. 15. Intentionally omitted. Page 5 of_7 Pages S P E C I I'A E N x :PRQ F0RN,IA OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Policy No PROFORMA SCHEDULE: B Part IT In addition to the matters set forth in Part I of this Schedule,the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage, 1, Terms and provisions as contained in an instrument, Entitled Regulatory Agreement Dated 3anuary 15, 2009 Recorded ; January 20, 2009 in Official Records under Recorder's Serial Number 20105261 2, Terms and provisions as contained in an instrument, Entitled Use Restriction Agreement Dated 3anuary 9, 2009 Recorded January 20, 2009 in Official Records under Recorder's Serial Number 20105262 3. Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount $239,491.00 Trustor/Borrower Senior Housing Solutions, Inc., a California nonprofit public benefit corporation Trustee Stewart Title Company Beneficiary/Lender The City of Cupertino, a municipal corporation Dated August 24, 2009 Recorded September 3; 2009 in'Official Records under Recorder's Serial Number 20420844 4, Deed of Trust to secure an indebtedness of the amount stated below and any other amounts payable under the terms thereof, Amount $196,195,00 Trustor/Borrower Senior Housing Solutions, Inc., a California nonprofit public benefit corporation Trustee Chicago Title Company, a California corporation Beneficiary/Lender The City of Cupertino, a municipal corporation Dated Tune 21, 2011 Re�O"de`i Juno 28, 2011 in o ficial Records under Recorder's Serial Number 21219453 Page 6 cf_7Pages 5PECIMEf,,j ** PR0 FORMA ** OLD REPUBLIC NATIONAL lTTLE INSURANCE COMPANY Policy No PROFORMA 5. Terms and provisions as contained in an instrument, Entitled Regulatory Agreement and Declaration of Restrictive Covenants Executed By City of Cupertino, a municipal corporation and Senior Housing Solutions, Inc:, a California nonprofit public benefit corporation Dated August 25, 2009 Recorded September 3, 2009 in Official Records under Recorder's Serial Number 20420846 6. Terms and provisions as contained in an instrument, Entitled Regulatory Agreement and Declaration of Restrictive Covenants Executed By City of Cupertino, a municipal corporation and Senior Housing Solutions, Inc., a California nonprofit public benefit corporation Dated August 25, 2009 . Recorded June 28, 2011 in Official Records under Recorder's Serial Number 21219452 Page 7 of 7 Paqes S P E C I Pyl E hJ — **PRO FORMA ''"'` OLD REPUBLIC NATIONAL TT-LE INSURANCE COMPANY ®®RS E M Ea Polic NT Attached y.No: PROFORMA Order No: 0616011133P-SL OLD REPUBLIC. N.1k-TIONAL 'T'ITLE INSURANC COMPANY a Corporation, of Minneapolis, Minnesota The Company hereby assures the Insured that the Company will riot deny liability under the policy or any endorsements issued therewith solely on the grounds that the policy and/cr endorsement(s) were issued electronically and/or lack of signatures in accordance with Paragraph 14(c) of the Conditions. ed as part of the policy. Except as it expressly states, it does not(i) modify any of the terms and This endorsement is issu ( provisions of the policy, ed modify any prior endorsements, extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement,this endorsement controls. Otherwise,this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis,Minnesota 55401 (612)371-1111 ey r �J'9S1�8f�C Countersigned: SPECIMEN tj� � By "PRO FORMA ' A W �° r� Validating Officer Page 1 of'I Pages E E M E Polic : T Attached y No: PROFORMA Order No: 0616011133P-SL * "- OLD REPUBLIC N.-A `I O NA.L TITLE INSURANCE E COMMA a corporation,of Minneapolis, Minnesota A The insurance afforded by this endorsement is only effective if the land is used or is to be used primarily for residential purposes. The Company insures against loss or damage sustained by the Insured by reason of lack of priority of the lien of the insured Mortgage over: (a) any environmental protection lien that, at Date:of Policy; is recorded in those records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers.for value and without Knowledge, or is filed in the records of the clerk of the United States district court for the district in which the Land is located,except as set forth in Schedule B;or (b) any environmental -protection lien provided by any state statute in effect at Date of Policy, except environmental protection liens provided by the following state statutes: NONE This endorsement is issued as part of the policy, Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous. endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior'endorsements, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis,Minnesota 55401 (612)371-1111 By Countersigned: SPEC If;IEN By ** PRO FORMA Validating Officer ALTA Form 8.1-06 Page 1 of 1 Pages Environmental Protection Lien(06-17-06) Attached to: ENDORSEMENT Policy No: PROFORMA Order No: 0616011133P-SL l�-�`I�NAL REPUBLIC N- - I i i� Ir�SURA.Nv � OOMPANY a Corporation,of Minneapolis, Minnesota n 7e 1, ct to the exclusions in Section 5 of this endorsement; and the The insurance provided by this endorsement is subje Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy. 2. For the purposes of this endorsement only: a.. "Covenant"means a covenant,condition,-limitation or restriction in a document or instrument in effect at Date of Policy. b, "Improvement"means an improvement,including any lawn, shrubbery,or trees, affixed to either the Land or adjoining land at Date of Policy that by law constitutes real property. 3, The Company insures against loss or damage sustained by the Insured by reason of: a. A violation of a Covenant that; I. divests, subordinates, or extinguishes the lien of the Insured Mortgage, results in the Invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage, or causes a loss of the Insured's Title acquired in satisfaction or partial satisfaction of the Indebtedness; b, A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule 8 of the policy identifies the violation; C. Enforced removal of an Improvement located on the land as a result of a violation,at Date of Policy, of a building setback line shown on a plat of subdivision recorded trr filed in the Public Records,unless an exception in Schedule B of the policy identifies the violation; or d. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notia., unless an exception in Schedule B of the policy identifies the notice of the violation. 4. The Company insures against loss or damage sustained by reason of: a. An encroachment of: i. an Improvement located on the Land, at Date of Policy, onto adjoining land or onto that portion of the Land subject to an easement; or ii. an Improvement located on adjoining land on1.o the Land at Date of Policy unless an exception.in Schedule B of the policy identifies the encroachment otherwise insured against in Sections 4,a.i. or 4.a.ii.; b. A final court order or judgment requiring the removal from any land adjoining the Land of an encroachment identified in Schedule 8; or C. Damage'to an Improvement located on the Land, at Date of Policy: i, that is located on or encroaches onto that potion of the Land subject to an easement.excepted in Schedule 6, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved; or ii, resulting from the future exercise of a right to use the surface of the Land_for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B. (Continued on Next Page)- ALTA Form 9-06 Restrictions,Encroachments,Minerals(04-02-12) Page 1 of-.Z_-Pages Attached to: T Policy No: PROFORMA Order No: 0616011133P-SL OLD REPUBLIC NAT10NAL TITLE INST�JRANC E.' v1�i�` NY a Corporation,of Minneapolis, Minnesota (Continued From P,,evious Page) 5, This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from; any Covenant contained in an instrument creating a lease; a. b, any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; C, except as provided in Section 3.d, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters,conditions, or substances; d. contamination, explosion,fire, fracturing,vibration,earthquake or subsidence; or e. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) odify any of the terms and provisions of the policy, (it) modify any prior endorsements, (iii; extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock.Company 400 Second Avenue South,Minneapolis, Minnesota 55401 (612)-371-1111 n BY �1r3�,131�t Countersigned: uT E N s By no FR rY� ue. Validating Officer ALTA.Form 9-06 Restrictions,Encroachments,Minerals(04-02-12) Pace of 2 Paces -�° Attached to: E � � t+R E Policy No: PROFORMA Order No: 0616011133P-SL OLD REPUBLIC C I° ATIONAL - TITLE IN S U R AN . 1G' �0��p a Corporation, of Minneapolis, Minnesota The Company insures against loss or damage sustained by the Insured if, at Date of Pol`ycYthe Street the Land does physically and have both actual vehicular and pedestrian access noora r to m e Price (the or entries(along that portion of the Street abutting publicly maintained;or (iii) the Insured g the Land. I it This endorsement is issued as part of the policy. Except as it expressly states Date ofePol�y,((or (�)'increase the Amount of provisions of the policy, (ii} modify any prior endorsements, us extend the Insurance, To the extent a provision of the policy or a previous endorses b ectsto all ofs the tterms and provisions oflthe policy endorsement, this endorsement controls. Otherwise, this endorsement is and of any prior endorsements. OLD REPUBLIC NATIONAL TF7LE IIVSURA�'CE COMPANY A Stock company 400 Second Avenue South,Minneapolis, Minnesota 55401 (612)371-1111 By K- Countersigned: e�c� S P E C I ivl E N yF:* PR0 F0Rf'M fA W�+: Ai2�Si _ BY --- Validating Officer ALTA Form 17-06 Access and Entry(06-17-06) Pane 1 of 1 Paaes Attached to: E D®' SE E T Policy No:.PROFORMA Order No: 0616011133P-SL OLD E � UBLIC NAT-_Q��L 11 I LE INSU ANCJ�lj COMPAN"i'L7 ' a Corporation,of Minneapolis, Minnesota 4.. The Company insures against loss or damage sustained by the Insured by reason of the failure of a single family residence, known as 19935 Price Avenue, Cupertino, CA 95014,to be located on the Land at Date of Poli r. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. OLD REPUBLIC NATIONAL TITLE IN5UPANC'e COMPANY A stock Company 400 Second Avenue South, Minneapolis,Minnesota 55401 (612)371-1111 Countersigned: r P R 0 FORMA " Art�xss By Validating Officer A.LTA Form 22-06 Location(06-17.66) Paoe I of 1 Paoes Attached to: ENDORSEMENT Policy No: PROFORMA Order No' 0616011133P-SL OLD REPUBLIC NATIONAL m ►� O 1�� COMPANY a Corporation,of Minneapolis, Minnesota The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (1) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (N) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612)371-1111 Countersigned; ** PRO FORMA SPECliV1Ef•J Y _ Validating Officer ALTA 26•.06iCLTA 1.(.6,8-06 Subdivision(10-1.6-08) Paae 1 of 1 Paaes °� Attached to: E N D 0 R S ' ; E Policy No: PROFORMA Order No: 0616011133P-SL OLD REPUBLIC NATIONAL a Corporation, of Minneapolis, Minnesota The Company insures against loss or damage sustained by the Insured by reusodnb f the invalidity sured Mortgage�iola e+s'the usury law f the Insured Mortgage as security for the Indebtedness because the loan sec Y of the state where the Land is located. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and the provisions of the policy, (ii) modify any prior endorsements, (iii) extend Data of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement ct is to all nof thette with sms and provision of theopolicy endorsement, this endorsement controls. Otherwise, this endorsement and of any prior endorsements. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612)371-1111 BY Countersigned' d SPECIMEN BY r ,�e%r:ei3v *PRO FORMA *m AW .� t.. Validating Officer ALFA Form 27-06 Usury(10-16-D8} Paae i of 1 Paaes p{ t Attached to; E N D O RS E M E;II�T Policy No: PROFORMA Order No. 0616011133P-SL OLD REPUBLIC NATIONAL -VJL * TITLE INSURANCE COMIDnN a Corporation,of Minneapolis,(Minnesota The Company insures against loss or damage sustained by the Insured if the exercise of the granted or reserved rights to use or maintain the easement(s)referred to in Exception(s)5 of Schedule B results in; 1. damage to an existing building located on the Land,or an existing building located on the-Land. 2. enforced removal or alteration of the terms and This endorsement is Issued as part of the policy. Except as it Expressly states, it does not (ormN nc easel the Amount o provisions of the policy, (ii) modify any prior endorsements, (iii',) extend the Date of Policy, (iv) Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South,Minneapolis,Minnesota 55401 (612)371-1111 By �- �f651Cf�t Countersigned: SPECIMEN" PRO SX rotary Attest �. By ROS FC�Rf�IA ' Validating Officer ABTA form 28.06 Easement-Damage or Enforced Removal(02-03.10) Paae 1 of 1 Paoes FTGIS 100.19-06 ENDORSEMENT Attached to Policy No. PROFORMA Order No: 0616011133P-SL OLD REPUBLIC C 1l AT I O NAL TITLE INSURANCE C OMP±1L a Corporation,of Minneapolis, Minnesota The Company insures against.loss or damage sustained by reason of any existing violations on the Land of the covenants, conditions and restrictions referred to in paragraph 6 of Schedule 13. As used in this endorsement, the words "covenants, conditions or restrictions" do not refer to or include any covenant, condition or restriction (a) relating to obligations of any type to perform maintenance, repair or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, iricluding hazardous or toxic matters, conditions or substances except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy and is not excepted in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612)371-1111 By Countersigned: !/ SPECIMEN By *,* PRO FORMA W" Se,;rerary Validating Officer CLTA Form 100,19-06 (Rev.03-09-07) ALTA-Owner or Loam Paoe 1 cf 1 Paoes TIM 37-06 Attached to: ENDORSEMENT Policy No: PROFORMA Order No: 0616011133P-SL LLD RE .-PUBLIC NATIONAL TITLE iNSURANC14, �' a Corporation, of Minneapolis, Minne;>ota The paragraph titled"ARBITRATION"in the Conditions of this Policy Is hereby deleted. This endorsement Is issued as part of the policy. Except as it expressly states, it does not(i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii)extend the Date of Policy or(Iv) Increase the Amount of Insurance, To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement,this endorsement controls. Otherwise,this endorsement is subject to all terms and provisions of the policy and of any prior endorsements. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612)371-1111 Countersigned: SPECIfW1E(J � r By **PRO FORf�iA > �rcasr , �.. . � Srafy Validating Officer TTM 37.06(Rev.06-01-07) Deletion of Arbitrator Paoe 1 of 1 Paoes Attached to: ENDORSEMENT Policy No: PROFORMA Order No: 0616011133P-SL OLD REPUBLIC NAITIONAL /y TITLE INStJRANCJ'E CO1MPAN y a Corporation,of Minneapolis, Minnesota The Company insures against loss or damage sustained by reason of: 1. The failure of that certain agreement executed by Housing Trust Silicon Valley, formerly known as Housing Trust of Santa Clara County, a California nonprofit public benefit corporation, and Cupertino Senior Homes LLC, a California limited liability company and recorded in Official Records under Recorder's Serial Number ***TBD*** to modify the Insured Mortgage or the obligation secured thereby; 2. The priority of any lien or encumbrance over the lien of the Insured Mortgage as modified by the above mentioned agreement, except for those matters shown in Schedule 6 as prior to the Insured Mortgage, and the following matters: This endorsement does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses, by reason of any claim that arises out of the transaction creating the Modification by reason of the operation of federal bankruptcy, state insolvency, or similar creditors'rights laws that is based on: 1. the Modification being deemed a fraudulent conveyance or fraudulent transfer; or 2. the Modification being deemed a preferential transfer except where the preferential transfer results from the f allure a. to timely record the instrument of transfer; or b. of such recordation to impart notice to a purchaser for value or to a judgment or lien creditor. This endorsement is issued as part of the policy. Except as it expressly states, it does not(i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements,(iii)extend the Date of Policy,or(iv) increase.the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement,this endorsement controls. Otherwise,this.endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. OLD REPUBLIC,NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612)371-1111 BY BSK18 t1t Countersigned; SPECIMEN S0Cf0t2;<, By *'" PRO FORMA Validating Officer C!TA Form 110.5-06 Modification of Mortgage(04-10.10) Paae 1 of 1 Paoes CONDITIONS secured by the Insured Mortgage, or any part of it, whether named as an Insured or not; 1. DEFINITION OF TERMS (ii) With regard to(A), (B),(C),(D),and(E)reserving,however, The following terms when used in this policy mean: all rights and defenses as to any successor that the would have had against any predecessor Insured, unless thCompane y (a) "Amount of Insurance":The amount stated in Schedule A,as successor acquired the Indebtedness as a purchaser for value may be increased or decreased.by endorsement to this policy, without Knowledge of the asserted defect,lien,encumbrance,increased by Section 8(b), or decreased by Section 10 of these or other matter insured against by this policy. Conditions. (f) "Insured Claimant": An Insured claiming loss or damage. (b) "Date of Policy":The date designated as"Date of Policy"in (g) "Insured Mortgage":The Mortgage described in paragraph 4 of Schedule A. Schedule A. (c) "Entity": A corporation, partnership;trust,limited liability (h) "Knowledge"or"Known": Actual knowledge,not constructive company, or other similar legal entity, knowledge or notice that may be imputed to an Insured by reason (d) "Indebtedness":The obligation secured by the Insured Mortgage of the Public Records or any other records that impart constructive including one evidenced by electronic means authorized by law, notice of matters affecting the Title. and if that obligation Is the payment of a debt,the Indebtedness (i) "Land":The land described in Schedule A,and affixed is the sum of: improvements that by law constitute real property.The term (i) the amount of the principal disbursed as of Date of Policy; "Land"does not include any property beyond the lines of the area (ii) the amount of the principal disbursed subsequent to Date described in Schedule A,nor any right,title,interest,estate,or of Policy; easement in abutting streets, roads, avenues,alleys,lanes, ways, (iii) the construction loan advances made subsequent to Date or waterways,but this does not modify or limit the extent that a of Policy for the purpose of financing in whole or in part right of access to and from the Land is insured by this policy. the construction of an improvement to the Land or related (j) "Mortgage": Mortgage,deed of trust,trust deed,or other security to the Land that the Insured was and continued to be instrument,including one evidenced by electronic means obligated to advance at Date of Policy and at the date of authorized by law. the advance; (k) "Public Records": Records established under state statutes at Date (iv) interest on the loan; of Policy for the purpose of imparting constructive notice of (v) the prepayment premiums,exit fees,and other similar fees matters relating to'real property to purchasers for value and or penalties allowed by law; without Knowledge.With respect to Covered Risk 5(d),"Public (vi) the expenses of foreclosure and any other costs of Records"shall also include environmental protection liens filed in enforcement; the records of the clerk of the United States District Court for the (vii) the amounts advanced to assure compliance with laws or district where the Land is located. to protect the lien or the priority of the lien of the Insured (1) "Title":The estate or interest described in Schedule A. Mortgage before the acquisition of the estate or interest in (m) "Unmarketable Title":Title affected by an alleged or apparent the Title; matter that would permit a prospective purchaser or lessee of the (viii)the amounts to pay taxes and insurance; and Title or lender on the Title or a prospective purchaser of the (Ix) the reasonable amounts expended to prevent deterioration Insured Mortgage to be released from the obligation to purchase, of improvements; lease,or lend if there is a contractual condition requiring the but the Indebtedness Is reduced by the total of all payments delivery of marketable title. and by any amount forgiven by an'Insured. (e) "Insured":The Insured named in Schedule A. 2. CONTINUATION OF INSURANCE (i) The term"Insured"also includes The coverage of this policy shall continue.in force as of Date of Policy in (A) the owner of the Indebtedness and each successor in favor of an Insured after acquisition of the Title by an Insured or after ownership.of the Indebtedness,whether the owner or conveyance by an Insured,but only so long as the Insured retains an successor owns the Indebtedness for its own account estate or interest in the Land,or holds an obligation secured by a or as a trustee or ether fiduciary,except a successor purchase money Mortgage given by a purchaser from the insured, or who s an obligor under the provisions of Section only so long as the Insured shall have liability by reason of warranties in w i g ho of these Conditions; any transferor conveyance of the Title,This policy shall not continue in I. the person or Entity who has"control"of the force in favor of any purchaser from the Insured of either(i)an estate or interest in the Land,or(ii)an obligation secured by a purchase "transferable record,"if the Indebtedness is evidenced money Mortgage given to the Insured, by a 'transferable record,' as these terms are defined by applicable electronic transactions law; ;3, NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT ii, successors to an Insured by dissolution,merger, consolidation,distribution,or reorganization; The Insured shall notify the Company promptly in writing(i)in case of iii, successors to an Insured by its conversion to another any litigation as set forth in Section 5(a)of these Conditions,(ii)in case kind of Entity; Knowledge shall come to an Insured of any claim of title or interest that is adverse to the Title or the lien of the Insured Mortgage,as insured, Iv, a grantee of an Insured under a deed delivered and that might cause loss or damage for which the Company may be without payment of actual valuable consideration liable by virtue of this policy,or(iii)if the Title or the lien of the Insured conveying the Title Mortgage,as insured,is rejected as Unmarketable Title.If the Company (1) if the stock,shares,memberships,or other is prejudiced by the failure of the Insured Claimant to provide prompt equity Interests of the grantee are wholly-owned notice,the Company's liability to the Insured Claimant under the policy by the named Insured, shall be reduced to the extent of the prejudice. (2) if the grantee wholly owns the named Insured, yr Vii. DD.r%nr:r)F i QCs (3) if the grantee is wholly-owned by an affiliated In the event the Company is unable to determine the amount of loss Entity of the named Insured,provided the or damage,the Company may,at its option,require as a condition of affiliated Entity and the named Insured are both payment that the Insured Claimant furnish a signed proof of loss. The wholly-owned by the same person or Entity; proof of loss must describe the defect, lien,encumbrance,or other F) any government agency or Instrumentality that is an matter insured against by this policy that constitutes the basis of loss insurer or guarantor under an insurance contract or or damage and shall state,to the extent possible,the basis of guaranty insuring or guaranteeing the Indebtedness calculating the amount of the loss or damage.. 5. DEFENSE AND PROSECUTION OF ACTIONS shall terminate any liability of the Company under this policy as to (a) Upon written request by the Insured,and subject to the options that cialm, contained in Section 7 of these Conditions, the Company,at its own cost and without unreasonable delay, shall provide for the 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; defense of an Insured in litigation in which any third party TERMINATION OF LIABILITY asserts a claim covered by this policy adverse to the Insured. In case of a claim under this policy,the Company shall have the This obligation is limited to only those stated causes of action following additional options: alleging matters insured against by this policy. The Company (a) To Pay or Tender Payment of the Amount of Insurance or to shall have the right to select counsel of its choice(subject to the Purchase the indebtedness. right of the Insured to object for reasonable cause)to represent (i) To pay or tender payment of the Amount of Insurance under the Insured as to those stated causes of action.. It shall not be this policy together with any costs,attorneys'fees, and liable for and will not pay the fees of any other counsel. The expenses incurred by the Insured Claimant that were Company will not pay any fees,costs,or expenses incurred by authorized by the Company up to the time of payment or the Insured in the defense of those causes of action that allege tender of payment and that the Company is obligated to pay; matters not insured against by this policy. or (b) The Company shall have the right,in addition to the options (ii) To purchase the Indebtedness for the amount of the contained in Section 7 of these conditions, at its own cost,to Indebtedness on the date of purchase,together with any institute and prosecute any action or proceeding or to do any costs, attorneys'fees,.and expenses incurred by the Insured other act that in its opinion may be necessary or desirable to Claimant that were authorized by the Company up to the time establish the Title or the lien of the Insured Mortgage,as of purchase and that the Company is obligated to pay. insured,or to prevent or reduce loss or damage to the Insured. When the Company purchases the Indebtedness,the Insured The Company may take any appropriate action under the terms shall transfer,assign,and convey to the Company the of this policy,whether or not it shall be liable to the Insured. Indebtedness and the Insured Mortgage, together with any The exercise of these rights shall not be an admission of liability collateral security, or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so Upon the exercise by the Company of either of the options diligently. provided for In subsections(a)(i)or(ii),all liability and obligations of the Company to the insured under this policy, other than to (c) Whenever the Company brings an action or asserts a defense as make the payment required in those subsections,shall terminate, required or permitted by this policy,the Company may pursue including any liability or obligation to defend,prosecute,or the litigation to a final determination by a court of competent continue any litigation. jurisdiction,and it expressly reserves the right,in its sole discretion,to appeal any adverse judgment or order. (b) To Pay or Otherwise Bettie With Parties Other Than the insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the 6, DUTY OF INSURED CLAIMANT TO COOPERATE name of an Insured Claimant any claim insured against under (a) In all cases where this policy permits or requires the Company this policy. In addition,the Company will pay any costs, to prosecute or provide for the defense of any action or attorneys'fees,and expenses incurred by the Insured proceeding and any appeals,the Insured shall secure to the Claimant that were authorized by the Company up to the time Company the right to so prosecute or provide defense in the of payment and that the Company is obligated to pay;or action or proceeding,including the right to use, at its option, (il) to pay or otherwise settle with the Insured Claimant the loss the name of the Insured for this purpose.Whenever requested or damage provided for under this policy,together with any by the Company,the Insured,at the Company's expense,shall costs,attorneys'fees, and expenses incurred by the Insured give the Company all reasonable aid(i)in securing evidence, Claimant that were authorized by the Company up to the time obtaining witnesses,prosecuting or defending the action or of payment and that the Company is obligated to pay. proceeding,or effecting settlement,and(il)in any other lawful Upon the exercise by the Company of either of the options provided for act that in the opinion of the Company may be necessary or in subsections(b)(i)or(ii),the Company's obligations to the Insured desirable to establish the Title,the lien of the Insured Mortgage, under this policy for the claimed loss or damage,other than the or any other matter as insured. If the Company is prejudiced by payments required to be made,shall terminate, including any liability or the failure of the Insured to furnish the required cooperation, obligation to defend, prosecute,or continue any litigation, the Company's obligations to the Insured under the policy shall terminate,including any liability or obligation to defend, g, DETERMINATION AND EXTENT OF LIABILITY prosecute,or continue any litigation,with regard to the matter This policy is a contract of indemnity against actual monetary loss or or matters requiring such cooperation, damage sustained or incurred by the Insured Claimant who has (b) The Company may reasonably require the Insured Claimant to suffered loss or damage by reason of matters insured against by this submit to examination under oath by any authorized policy. representative of the Company and to produce for examination, (a) The extent of liability of the Company for loss or damage under inspection,and copying,at such reasonable times and places as this policy shall not exceed the least of may be designated by the authorized representative of the (i) the Amount of Insurance, Company,all records, in whatever medium maintained, (ii) the Indebtedness, including books,ledgers,checks,memoranda,correspondence, (iii) the difference.between the value of the Title as insured and reports,e-mails,disks,tapes, and videos whether bearing a the value of the Title subject to the risk insured against by date before or after Date of Policy, that reasonably pertain to this policy,or the loss or damage, Further, if requested by any authorized (iv) if a government agency or instrumentality is the Insured representative of the Company,the Insured Claimant shall grant Claimant,the amount it paid in the acquisition of the Title or its permission, in writing,for any authorized representative of the Insured Mortgage in satisfaction of its insurance contract the Company to examine, inspect, and copy all of these records or guaranty. in the Custody or control of a third party that reasonably pertain d 1 f these (b) If the Company pursues its rights under Sc�iivn�a, to the loss or damage. All information designated as Conditions and is unsuccessful in establishing the Title or the lien confidential by the Insured Claimant provided to the Company of the Insured Mortgage, as insured, pursuant to this Section shall not be disclosed to others unless, (I) the Amount of Insurance shall be increased by 10%, and in the reasonable judgment of the Company, it is necessary in nl the Insured Claimant shall have the right to have the loss or the administration of the claim. Failure of the Insured Claimant damage determined either as of the date of the claim was to submit for examination under oath, produce any reasonably made by the Insured Claimant or as of the date it is settled requested information,or grant permission to secure reasonably and paid. necessary information from third parties as required in this subsection,unless prohibited by law or governmental regulation, (c) In the event the Insured has acquired the Title in the manner the Insured Mortgage. described in Section 2 of these Conditions or has conveyed the (ii) If the Insured exercises a right provided in(b)(i),but has Title,then the extent of liability of the Company shall continue as Knowledge of any claim adverse to the Title or the lien of the set forth in Section 8(a)of these Conditions. Insured Mortgage insured against by this policy,the Company (d) In addition to the extent of liability under(a),(b),and(c),the shall be required to pay only that part of any losses insured Company will also pay those costs,attorneys'fees,and expenses against by this policy that shall exceed the amount, if any, incurred in accordance with Sections 5 and 7 of these Conditions. lost to the Company by reason of the impairment by the Insured Claimant of the Company's right of subrogation. 4. LIMITATION OF LIABILITY (c) The Company's Rights Against Noninsured Obligors (a) If the Company establishes the Title,or removes the alleged defect,lien,or encumbrance,or cures the lack of a right of The Company's right of subrogation includes the Tnsured's rights against non-insured obligors including the rights of the Insured to access to or from the Land,or cures the claim of Unmarketable Title,or establishes the lien of the Insured Mortgage,all as indemnities,guaranties,other policies of insurance,or bonds, notwithstanding any terms or conditions contained in those insured,in a reasonably diligent manner by any method, instruments that address subrogation rights. including litigation and the completion of any appeals,it shall have fully performed its obligations with.respect to that matter The Company's right of subrogation shall not be avoided by and shall not be liable for any loss or damage caused to the acquisition of the Insured Mortgage by,an obligor(except an Insured. obligor described in Section 1(e)(1)(F)of these Conditions)who (b) In the event of any litigation,including litigation by the Company acquires the Insured Mortgage as a result of an indemnity, or with the Company's consent, the Company shall have no guarantee,other policy of insurance,or bond,and the obligor will liability for loss or damage until there has been a final not be an Insured under this policy. determination by a court of competent jurisdiction, and disposition of all appeals,adverse to the Title or to the lien of the 13. ARBITRATION Insured Mortgage,as insured. Either the Company or the Insured may demand that the claim or (c) The Company shall not be liable for-loss or damage to the controversy shall be submitted to arbitration pursuant to the Title Insured for liability voluntarily assumed by the Insured in settling Insurance Arbitration Rules of the American Land Title Association any claim or suit without the prior written consent of the ("Rules"). Except as provided in the Rules,there shall be no joinder or Company, consolidation with claims or controversies of other persons. Arbitrable matters may include,but are not limited to,any controversy or claim 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION between the Company and the Insured arising out of or relating to this OF LIABILITY policy, any service in connection with its issuance or the breach of a (a) All payments under this policy,except payments made for costs, policy provision,or to any other controversy or claim arising out of th c attorneys'fees,and expenses,shall reduce the Amount of transaction giving rise to this policy, All arbitrable matters when the Insurance by the amount of the payment. However,any Amount of Insurance is$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters payments made prior to the acquisition of Title as provided in when the Amount of Insurance is in excess of$2,000,000 shall be Section 2 of these Conditions shall not reduce the Amount of Insurance afforded under this policy except to the extent that the arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding payments reduce the Indebtedness. upon the parties. Judgment upon the award rendered by the (b) The voluntary satisfaction or release of the Insured Mortgage Arbitrator(s)may be entered in any court of competent jurisdiction, shall terminate all liability of the Company except as provided in Section 2 of these Conditions. 14. LIABILITY LIMITED TO THIS POLICY; POLI Y ENTIRE CONTRACT 11: PAYMENT OF LOSS (a)� This policy together with all endorsements,if any,attached to it by When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions,the payment shalt be the Company is the entire policy and contract between the Insured made within 30 days. and the Company. In interpreting any provision of this policy,this policy shall be construed as a whole. 12. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (b) Any claim of loss or damage that arises out of the status of.the Title or lien of the Insured Mortgage or by any action asserting (a) The Company's Right to Recover such claim shall be restricted to this policy. Whenever the Company shall have settled and paid a claim (c) Any amendment of or endorsement to this policy must be in under this policy,it shall be subrogated and entitled to the rights writing and authenticated by an authorized person,or expressly of the Insured Claimant in the Title or Insured Mortgage and all incorporated by Schedule A of this policy. other rights and remedies in respect to the claim that the (d) Each endorsement to this policy issued at any time is made a part Insured Claimant has against any person or property,to the of this policy and is subject to all of its terms and provisions, extent of the amount of any loss, costs,attorneys'fees,and Except as the endorsement expressly states, it does not(i)modify expenses paid by the Company. If requested by the Company, any of the terms and provisions of the policy, (ii)modify any prior the Insured Claimant shall execute documents to evidence the endorsement,(iii)extend the Date of Policy,or(iv)increase the transfer to the Company of these rights and remedies. The Amount of Insurance. Insured Claimant shall permit the Company to sue,compromise, or settle in the name of the Insured Claimant and to use the 1!i. SEVERABILITY name of the Insured Claimant in any transaction or litigation In the event any provision of this policy, in whole or in part,is held involving these rights and remedies. invalid or unenforceable under applicable law, the policy shall be If a payment on account of...a claim does not fully cover the loss deemed not to include that provision or such part held to be invalid, of the Insured Claimant,the Company shall defer the exercise of but all other provisions shall remain in full force and effect. its right to recover until after the Insured Claimant shall have recovered its loss, ?.!�. C!�!Oie_F OF LAU1t;FORUM (a) Choice of Law:The Insured acknowledges the Company has (b) The Insureds Rights and Limitations underwritten the risks covered by this policy and determined the (i) The owner of the Indebtedness may release or substitute premium charged therefor in reliance upon the law affecting the personal liability of any debtor or guarantor,extend or interests in real property and applicable to the interpretation, otherwise modify the terms of payment, release a portion rights, remedies,or enforcement of policies of title insurance of of the Title from the lien of the Insured Mortgage,or the jurisdiction where the Land is.located. release any collateral security for the Indebtedness,if it does not affect the enforceability or priority of the lien of Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title or the lien of the Insured Mortgage that are adverse to the Insured and to-interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 17. NOTICES,WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 400 Second Avenue South, Minneapolis, Minnesota 55401-2499. � iLr-)i Lo RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: RECORDED AT THE REQUEST OF Old Republic Title Company hereby OLD REPUBLIC TITLE COMPANY certifies that the within instrument is a City of Cupertino true and correct copy of the original Attn: Housing Division instrument recorded in the ice of th 10300 Torre Avenue Recorder of the County o Cupertino, CA 95014 Sate of California on -� Recorder's a o. 2 L4 Old R. ubli it ompany NO FEE FOR RECORDING PURSUANT TO BY' GOVERNMENT CODE SECTION 27383 AND 6 103 SPA C AB E T ME FOR RECORDER'S USE ASSIGNMENT AND ASSUMPTIO jG EN (1993 5 PRICE AVENUE, CUPE TINO, A) This Assignment and Assumption Agreement (the "Agreement") is td �d for reference purposes only August 1, 2014, and is by and between the CITY OF CUPERTINO, a municipal corporation (the "City"), SENIOR HOUSING SOLUTIONS, a California nonprofit public benefit corporation (the "Assignor"), and CUPERTINO SENIOR HOMES LLC, a California limited liability company (the "Assignee"). City, Assignor, and Assignee shall collectively be referred to as the "Parties". RECIT�.LLS A. The City has provided a loan in the principal amount of One Million Ninety Thousand Dollars ($1,090,000) (the "Loan") to Assignor for the acquisition of the real property located at 19935 Price Avenue, Cupertino, California, as more particularly described in Exhibit A attached hereto (the "Property"). B. The Loan is evidenced by: 1. A Revocable Grant Agreement executed by the City and the Assignor(the "Grant Agreement"); 2. A Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, executed by the Assignor, as Trustor, dated January 15, 2009 and recorded on January 20, 2009, in the Official Records of Santa Clara County ("Official Records") as Instrument No. 20105259 (the "Deed of Trust"); and 3. A Regulatory Agreement executed by the Assignor and the City, dated January 15, 2009 and recorded on January 20, 2009, in the Official Records as Instrument No. 20105261 (the "Regulatory Agreement"). The Grant Agreement, the Deed of Trust, the Regulatory Agreement and any other documents evidencing or securing the Loan are collectively ref--rred to as the "Loan Documents". 1 Assign-City IM Grant(2) C. Assignor owns a fee interest in the :Property. Concurrently with the recordation of this Agreement in the Official Records, the Assigner has, or will, convey its fee interest in the Property to the Assignee. In accordance with the Loan Documents, the Assignor desires to assign all of the Assignor's rights, title and obligations under the 'Loan Documents to the Assignee, the Assignee desires to assume all of the Assignor's rights, title and obligations under the Loan Documents from the Assignor, and the City desires to consent to such assignment and assumption of the Loan Documents and to consent to the transfer of the Property from the Assignor�nGr to the A cci cr b' b� AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises of the Parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows: 1. . Assignment of Loan Documents by_.Assi.anor. Assignor hereby assigns and delegates to Assignee all of the Assignor's continuing rights, title, and interest in and obligations under the Loan Documents. 2. Acceptance of Assignment and AssUmption of Loan Documents by the Assignee. The Assignee accepts the above assignment of the Assignor's right, title and interest in, and assumes all of Assignor's obligations under the Loan.Documents, and agrees to perform all of Assignor's obligations and covenants under the Loan Documents as if the Assignee were the original signatory thereto. All references in the Loin Documents to the Assignor shall be deemed to be references to the Assignee. 3. Representations. a. The Assignor represents and warrants that it has not previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the Loan Documents. b. Each Party represents and wC rrants that it is duly formed, validly existing, and in good standing under the laws of the State of California, and has the power and authority to execute this Agreement and perform its respective obligations under this Agreement. 4. Consent of the City. City hereby consents to the assignment to, and assumption of, the Assignor's rights, duties, and obligations under the Loan Documents by the Assignee and hereby releases the Assignor from the rights, duties,, and obligations set forth in the Loan Documents. City further consents to the transfer of-iffie Property from Assignor to Assignee. 5. Effective Date. This Agreement shall be effective as of the date this Agreement is recorded in the Official Records (the "Effective Date"). 6. California Law. This Agreement shall be governed by and interpreted in accordance with laws of the State of California. 2 Assian-City 1 M Grant(2) t 7. Invalidity. Any provision of this Agreement which is determined by a court to be invalid or unenforceable shall be deemed severed herefrom, and the remaining provisions shall remain in full force and effect as if the invalid or unenforceable provision had not been a part hereof. 8. Headings. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement. 9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. [Remainder of Page Deft Intentionally Blank] J Assign-City 1M Grant(2) IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. ASSIGNOR: SENIOR HOUSING SOLUTIONS, a California noi:iprofit public benefit corporation By: Dolly Sandoval Chair, Board of Directors AS SIGNEE: CUPERTINO SENIOR HOMES LLC, a California limited liability company By: Charities Housing Development Corporation of-Santa Clara County, a California nonprofit public benefit corporation, its sole member/manager �BY: Daniel Executive Director 4 Assign-City 1 M Grant(2).doca CITE': CI'T'Y OF CUPERTINIO, a municipal corporation B y I David Brandt, City Manager APPROVED AS TO FORM: By: Its: 5 Assign-City 1M Grant(2) STATE OF CALIFORNIA } i COUNTY OF v ) On _� - _ , before me, i �f �, , Notary Public, personally appeared V ►�I�� %`E� , who proved to me on the basis of satisfactory evidence to be the person(s�whose name(,s�is/'subscribed to the within instrument and acknowledged to me that he/,fie/executed the same in his/h2e-t1>rr authorized capacity(jk!o-, and that by his/1)eTtt `signature(.54-6n the instrument the person(/r 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. LO 'r GRACE SCHMIDT Commission * 1923164 '� e Notary Public-California z. � f � Name: Santa Clara County MY Comm.Expires Feb 21,201 st Notary Public STATE OF CALIFORNIA } COUNTY OF , On i!1 , before me, f'i"In Op , Notary Public, personally appeared t CAp� �L& , who proved to me on.the basis of satisfactory evidence to be the pe ori(s) whose name(s i re subscibed to the within instrument and acknowledged-W me th he;she/they executed the same in6i her/their authorized ca acit ies - and that b h' `/h r/thir 7 p y( ), e e sil,nature(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. J. HINKLE � � Commission #2013626 Z7. e Notary Public -California z ame: _ San Joaquin County D My Comm.Expires Mar 22,2017 Notary Pu j STATE OF CALIFORNIA ) COUNTY OF v �'�- � Ct �► � ) On ��j , before me, ` h . x'14' ? , Notary Public, personally appeared D)o�1 &.n Ac who proved to me on the basis of satisfactory evidence to be the person(s) whose names isiare subscrib d to the within instrument and acknowledged to nher'hat he she the executed h g � y the same m his /their authorized capacity(ies), and that by his khei r 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. J. Name: n kl Commissioon n ## 2 2013826 — .. Notary Public -California z Notary Pub z ��•_�. San Joaquin County D �" My Comm. Expires Mar 22,2017 EXHIBIT A LEGAL DESCRIPTION The land referred to is situated in the County of Santa !Clara, City of Cupertino, State of California, and is described as follows: Lot 81, "Tract No. 4461 Williston Park Unit No. 2", which Map was recorded in Book 236, Page 19 and 20 of Maps, records of Santa Clara County, Ca:d.ifornia". Excepting therefrom the underground water rights, with no rights of surface entry, as conveyed of California Water Service Company, a California corporation, by Deed recorded in Book 8119, Page 196 of Official Records. Also excepting therefrom the underground water rights as conveyed to the City of Cupertino, a municipal corporation, by Deed recorded in Book 8140, Page 215, of Official Records. APN: 369-05-035 A-1.