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AHA-2006-001 RESOLUTION NO. AHA-2006-0l RESOLUTION OE. THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENT TO THE INDENTURE OF TRUST, AUTHORIZING THE EXECUTION AND DELIVERY OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT AND APPROVING OTHER RELATED DOCUMENTS AND OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the Anaheim Housing Authority (the "Authority") has previously issued its Anaheim Housing Authority Multifamily Housing Revenue Bond (The Fountains at Anaheim Hills) 2000 Series A (the "Bonds") to provide financing for the acquisition and construction of a multifamily residential rental project known as the The Fountains at Anaheim Hills (the "Project''); and .--.. I WHEREAS, in connection with such financing, the Authority and Wells Fargo Bank, National Association, as trustee (the "Trustee"), entered into that certain Indenture of Trust (the "Indenture"), dated as of July 1,2000 (the "Indenture''); and WHEREAS, in connection with the issuance of the Bonds, the Authority, the Trustee and Anaheim Hills Fountains Senior Apartments, LLC, a Delaware limited liability company (the "Owner'') have executed and delivered that certain Regulatory Agreement and Declaration of Restrictive Covenants dated as of July 1, 2000 (the "Regulatory Agreement") with respect to the Project; and ,- WHEREAS, the Owner desires to sell the Project to FG Anaheim Hills Senior Apartments, LP, a Delaware limited partnership (the "New Owner"), at which time the Bonds will be redeemed in full, and all of the obligations of the Owner under the Bond Documents (as such term is defined in the Indenture) other than the Regulatory Agreement will be satisfied in full; and WHEREAS, the Owner desires to assign the obligations of the Owner under the Regulatory Agreement for the period from and after the New Owner's acquisition of the Project, and the New Owner desires to assume the obligations of the Owner under the Regulatory Agreement for the period from and after the New Owner's acquisition of the Project, pursuant to that certain Assignment and Assumption Agreement, by and among the Owner, New Owner, the Trustee and the Authority, dated as of May 1,2006 (the "Assignment and Assumption Agreement''); and WHEREAS, the fonn of an Assignment and Assumption Agreement has beeJ;l submitted to the Authority for approval; and WHEREAS, the Authority desires to consent to the transfer of the Project and the assumption of the Regulatory Agreement by the New Owner; and WHEREAS, on the da.te the New Owner acquires t....e Project, the Bonds will be redeemed and paid in full and will no longer be Outstanding; and WHEREAS, under the Indenture the Bonds may be redeemed on any Interest Payment Date; and DOCSOC/116473Sv3/022620-0028 WHEREAS, the Bonds are in a Weekly Variable Rate Period, and, pursuant to Section 3.2(a)(1) of the Indenture, the Bonds may be redeemed on any Interest Payment Date from Available Moneys; and . WHEREAS, Newman & Associates, a division of oMAc Commercial Holding Capital Markets Corp., (''Newman'') is the owner of all of the Outstanding Bonds; and WHEREAS, the Owner and Newman desire the Authority and Trustee to amend the definition of Available Moneys in the Indenture to allow for the Bonds to be redeemed on any date prior to June 30, 2006, without prior notice, from any moneys so long as Newman is the owner of all of the Outstanding Bonds; and WHEREAS, the Authority and the Trustee, with the consent of the Owner, Newman, Fannie Mae and the Loan Servicer, desire to amend the Indenture pursuant to that certain First Supplemental Indenture of Trust, by and between the Authority and the Trustee, dated as of May 1,2006 (the "First Supplement of the Indenture"); and .-. WHEREAS, the fonn of the First Supplement to the Indenture has been submitted to the Authority for approval; and WHEREAS, capitalized terms not otherwise defined herein shall have the meaning set forth in the Indenture. NOW, THEREFORE, THE ANAHEIM HOUSING AUTHORITY DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: 1. The above recitals, and each of them, are true and correct. 2. The Authority hereby consents to the transfer of the Project to the New Owner. 3. The proposed form of First Supplement to the Indenture presented at this meeting is .- hereby approved as the fonn of First Supplement to the Indenture. The Cbainnan or the Executive Director and the Secretary of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Supplement to the Indenture in substantially the fonn presented, with such additions thereto or changes therein as are recommended or approved by Authority Counsel and Bond Counsel and approved by such officers. The approval of such officers shall be evidenced conclusively. by the execution and delivery of the First Supplement to the Indenture. . 4. The proposed fonn of Assignment and Assumption Agreement presented at this meeting is hereby approved as the fonn of Assignment and Assumption Agreement. The Chainnan or the Executive Director and the Secretary of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Supplement to the Indenture in substantially the form presented, with such additions thereto or changes therein as are recommended or approved by Authority Counsel and Bond Counsel and approved by such officers. The approval of such officers shall be evidenced conclusively by the execution and delivery of the Assignment and Assumption Agreement. 5. All actions heretofore taken by the officers and agents of the Authority with respect to the First Supplement to the Indenture are hereby approved, confirmed and ratified. Upon approval 2 DOCSOC/116473Sv3/022620-0028 of Authority Counsel and Bond Counsel, the proper officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents, including, but not limited to, those descnbed in the Indenture and form of First Supplement to the Indenture and the Assignment and Assumption Agreement herein approved which they, or any of them, may deem necessary or advisable in order to consununate the lawful execution and delivery of the F~rst Supplement to the Indenture and the Assignment and Assumption Agreement in accordance with this Resolution. The Chairman, the Executive Director and the Secretary of the Authority are hereby authorized and directed to execute and deliver from time to time any certificates, statements, requests, notices or orders as are required with respect to certain discretionary actions that may be taken by the Authority under the Indenture or the First Supplement to the Indenture or the Assignment and Assumption Agreement in order to carry out the execution and delivery of the First Supplement to the Indenture or the Assignment and Assumption Agreement. 6. This Resolution shall take effect immediately upon its adoption. , ,,-... ,-. 3 DOCSOC/116473Sv3/022620-0028 TIlE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY TIlE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY TIllS NINTH (9TH) DAY OF MAY, 2006, BY THE FOLLOWING ROLL CALL VOTE: AYES: .Chairman .Pringl.e, Authority Members Sidh~, Hernande.z, Galloway, Chavez NOES: . None ABSTAIN:. Noue ABSENT: . 'None ~'* .-.. ATfEST: ~ xiLH&k fG NCY ECRETARY APPROVED AS TO FORM: STRADLING YOCCA CARLSON & RAUTH, as Bond Counsel - By: APPROVED AS TO FORM: . Woodhead IV Assistant City Attorney 4 DOCSOC/1164735v3/022620-0028 Stradling Yocca Carlson & Rauth April 25, 2006 FIRST SUPPLEMENTAL INDENTURE OF TRUST by and between ANAHEIM HOUSING AUTHORITY and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Dated as of May 1, 2006 Relating to $20,244,000 ANAHEIM HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS, (THE FOUNTAINS AT ANAHEIM Hll..LS) 2000 SERIES A DOCSOC/1164372v4l022620-0028 FIRST SUPPLEMENTAL INDENTURE OF TRUST THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST dated as of 1, 2006 (the "First Supplement"), by and between Anaheim Housing Authority, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Authority")and Wells Fargo Bank, National Association, a national banking association (the ''Trustee''). All defined terms not defined herein have the meanings set forth in the Indenture (as defined below). RECITALS: WHEREAS, the Authority issued its $20,244,000 Multifamily Housing Revenue Bonds (The Fountains at Anaheim Hills) 2000 Series A, currently outstanding in the approximate aggregate principal amount of$ (the "Bonds") pmsuant to an Indenture of Trust dated as of July 1, 2002, by and between the Authority and the Trustee (the "Indenture''); and WHEREAS, the proceeds of the Bonds financed the acquisition, development and construction of the certain real property in the County of Orange, California, known as ''The Fountains at Anaheim Hills Apartments" (the "Project'') owned by Anaheim Hills Fountains Senior Apartments, LLC, a Delaware limited liability company (the ''Owner''); and WHEREAS, the FG Anaheim Hills Senior Apartments, LP, a Delaware limited partnership (the ''New Owner'') desires to acquire and the Owner desires to sell, convey, and transfer to the New Owner, the Owner's entire ownership interest in the Project; and WHEREAS, the New Owner shall assume the rights, duties, and obligations of the Owner under the Regulatory Agreement pursuant to the AssigJ1ment and Assumption Agreement, dated as of _ 1, 2006, by and among the Owner, New Owner, Authority and Trustee (the "Assignment and Assumption Agreement'') relating to the period from and after the date of recordation in the Official Records of the Assignment and Assumption Agreement and of the grant deed transfening ownership of the Project to the New Owner (the "Effective Date''); and WHEREAS, on the Effective Date, the Bonds will be redeemed and paid in full and will no longer be Outstanding; and WHEREAS, under the Indenture the Bonds may be redeemed on any Interest Payment Date; and WHEREAS, the Bonds are in a Weekly Variable Rate Period, and, pursuant to Section 3.2(a)(I), the Bonds may be redeemed on any Interest Payment Date from Available Moneys; and WHEREAS, Newman & Associates, a division of GMAC Commercial Holding Capital Markets Corp., (''Newman'') is the owner of all of the Outstanding Bonds; and . WHEREAS, the Owner and Newman desire the Authority and Trustee to amend the definition of Available Moneys in the Indenture to allow for the Bonds to be redeemed on any date prior to June 30, 2006, without prior notice, from any moneys so long as Newman is the owner of all of the Outstanding Bonds. 1 DOCSOC/1164372v4l022620-0028 NOW, THEREFORE, this First Supplement, adopted pursuant to the provisions of Section 12.2 of the Indenture, hereby amends the Indenture as follows: Section 1.1. Recitals True and Correct. The above recitals are true and correct. Section 1.2. Amendment of Definition of Available Moneys. The definition of Available Moneys in the Indenture is hereby amended and restated in its entirety as follows: "Available Moneys" means, as of any date of determination, any of (i) the proceeds of the Bonds, (ii) remarketing proceeds received from the Remarketing Agent or any purchaser of Bonds (other than funds provided by the Borrower or the Issuer), (iii) moneys received by the Trustee pursuant to the Credit. Facility, (iv) any other amounts, including the proceeds of refunding bonds, for which, in each case, the Trustee has received an Opinion of Counsel to the effect that the use of such amounts to make payments on the Bonds would not violate Section 362(a) of the Bankruptcy Code (or that relief from the automatic stay provisions of such Section 362(a) would be available from the bankruptcy court) or be avoidable as preferential payments under Section 544, 547 or 550 of the Bankruptcy Code. should the Issuer or the Borrower become a debtor in proceedings commenced under the Bankruptcy Code; (v) any moneys, including without limitation proceeds from the sale of the Project, but only so long as Newman owns all of the Outstanding Bonds; and (vi) Investment Income derived from the investment of moneys described in clause (i), (ii), (iii), (iv) or (v), but only so long as Newman owns all of the Outstanding Bonds. Section 1.3. Amendment of Section 3.2(a)(I). Section 3.2(aXl) of the Indenture is hereby amended and restated in its entirety as follows: (1) On any Interest Payment Date within a Weekly Variable Rate Period and on any Adjustment Date at a redemption price equal to 100 percent of the principal amount redeemed plus accrued interest to the Redemption Date; provided that, notwithstanding the above, so long as Newman is the owner of all of the Outstanding Bonds, the Bonds may be redeemed on any date at a redemption price equal to 100 percent of the principal amount redeemed plus accrued interest to the Redemption Date. Section 1.4. Waiver of Notice Provisions. Newman, Fannie Mae and the Loan Servicer hereby waive the notice requirements in Section 3.4 of the Indenture in connection with the optional redemption of the Bonds, provided such redemption occurs before June 30, 2006. Section 1.5. Cancellation and Discharge of the Indenture. Upon satisfaction of the conditions set forth in Section 9.1(b) of the Indenture, including return of the Credit Facility to the Credit Provider, the Trustee shall cancel and discharge the Indenture and the pledge and assignment of the Security. Section 1.6. Provisions of Indenture in Effect. Except as expressly modified herein, all of the provisions of the Indenture shall remain in full force and effect. Section 1.7. No Other Supplements. Except as amended herein, all other provisions of the Indenture shall remain in full force and effect. 2 DOCSOC/1164372v4/022620-0028 Section 1.8. Execution in Counterparts. This First Supplement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 1.9. Governing Law. This First Supplement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such state. 3 OOCSOC/1164372v4l022620-0028 IN WITNESS WHEREOF, the Authority and the Trustee have caused this First Supplement to the Indenture to be executed on their behalf by their duly authorized representatives, all as of the date first above written. ANAHEIM HOUSING AUTHORITY By: Executive Director ATTEST: Secretary WELLS FARGO BANK, NATIONAL ASSOCIATION., as Tmstee By: Its: Authorized Officer S-l DOCSOC/1164372v4l022620-0028 ACKNOWLEDGED, CONSENTED TO AND ACCEPTED BY: NEWMAN & ASSOCIATES, a division ofGMAC Commercial Holding Capital Markets Corp. By: Name: Title: A-2 DOCSOC/1164372v4l022620-0028 ACKNOWLEDGED, CONSENTED TO AND ACCEPTED BY: "CREDIT PROVIDER" FANNIE MAE By: Name: Title: A-3 DOCSOC/1164372v4l022620-0028 ACKNOWLEDGED, CONSENTED TO AND ACCEPTED BY: "LOAN SERVICER" DEUTSCHE BANK TRUST COMPANY AMERICAS By: Name: Title: A-4 DOCSOClll64372v4l022620-0028 Stradling Yocca Carlson & Rauth April 25, 2006 WHEN RECORDED MAIL TO: stradling Y oeca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attention: E. Kurt Yeager, Esq. space above this line for recorder's use ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assumption Agreemenf') is made and entered into as of the first day of .2006, by and among Anaheim Hills Fountains Senior Apartments, LLC, a Delaware limited liability company (the "Owner''), FG Anaheim Hills Senior Apartments, LP, a Delaware limited partnership (the ''New Owner''), the Anaheim Housing Authority, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Authority"), and Wells Fargo Bank, National Association, as trustee (the ''Trustee'') under the Indenture (as defined below). WHEREAS, the Owner is the owner of certain real property in the County of Orange, California, known as "The Fountains at Anaheim Hills Apartments" (the "Project") and as described in Exhibit A hereto; and WHEREAS, the acquisition, development and construction of the Project and certain related amenities were financed from the proceeds of the Authority's $20,244,000 Multifamily Housing Revenue Bonds (The Fountains at Anaheim Hills) 2000 Series A (the "Bonds''). The Bonds were issued pursuant to the terms of an Indenture of Trust dated as of July I, 2000, between the Authority and the Trustee (the "Indenture"); and WHEREAS, the Authority, the Trustee and the Owner have executed and delivered that certain Regulatory Agreement and Declaration of Restrictive Covenants dated as of July I, 2000 among the Authority, the Trustee and the Owner (the "Regulatory Agreemenf'), as recorded on September 8, 2000 as Document No. 20000470977 of the Official Records of the County of Orange, California (the "Official Records''), with respect to the Project; and WHEREAS, the New Owner is acquiring the Project on the Effective Date (defined below). at which time the Bonds will be defeased in full and will no longer be Outstanding (as such term. is defined in the Indenture), and all of the obligations of the Owner under the Bond Documents (as such term. is defined in the Indenture) other than the Regulatory Agreement have been satisfied as of the Effective Date (as such term is hereinafter defined in Section 4.6); and WHEREAS. the New Owner desires to acquire and the Owner desires to sell, convey. and 1ransfer to the New Owner, the Owner's entire ownership interest in the Project, which sale, conveyance, and transfer requires the assumption by the New Owner of the rights, duties, and obligations of the Owner under the Regulatory Agreement relating to the period from and after the Effective Date. NOW, THEREFORE, in consideration of the consent of the Authority to the transfer of the Project to the New Owner, the parties hereto hereby agree as follows: OOCSOC/1164371 v3/022620-0028 I. Recitals and Definitions. The recitals set forth above are true and accurate and are incorporated herein by reference. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture. 2. Assumption ofRe2Ulatory A2I'eeIllent. 2.1 The Owner hereby assigns to the New Owner all of its rights, duties and obligations under the Regulatory Agreement, from and after the Effective Date, and, the New Owner unconditionally accepts and assumes all such rights, duties and obligations and agrees to perform all such obligations from and after the Effective Date in accordance with the terms of the Regulatory Agreement. 2.2 The New Owner hereby represents and warrants that the performance of the New Owner's obligations under the Regulatory Agreement and compliance with the terms thereof will not result in a breach of any of the terms and provisions of, or constitute a default under, any contract, lease, indenture, deposit agreement, mortgage, deed of trust or other agreement to which the New Owner is a party or by which it is bound 2.3 The New Owner acknowledges that it has received and reviewed copies of all of the Bond Documents, and all other documents, instruments and agreements related to the Bonds, and that it understands the provisions, contents and effect thereof. The Administrator (as defined in the Administration Agreement) is independent from and not under the domination of the New Owner or any entity comprising the New Owner, does not have any interest or business relationship, direct or indirect, in the New Owner or any entity comprising the New Owner nor does the New Owner have any interest or business relationship, direct or indirect, with the Administrator. 2.4 The Authority hereby consents to the 1ransfer of the Project to the New Owner, and the Authority and the Trustee acknowledge the satisfaction of the conditions to 1ransfer set forth in Section 10 of the Regulatory Agreement. The Authority and the Trustee hereby release the Owner from any liability under the Regulatory Agreement arising from and after the Effective Date, excluding the Owner's continuing obligations under Section 7 of the Regulatory Agreement and under Section 5.9 of the Financing Agreement. 3. No Defaults. 3.1 The Owner represents, warrants and covenants that (i) no event of default or default (as such terms are used in the Regulatory Agreement) has occurred under the Regulatory Agreement, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute an event of default or default under the Regulatory Agreement, (ii) all amounts owing under the Regulatory Agreement are current, (Hi) it has not received any notice of default relating to amounts owing under the Bond Documents, and (iv) all of the Owner's obligations under the Bond Documents (other than the Regulatory Agreement) have been satisfied as of the Effective Date and the Bond Documents (other than the Regulatory Agreement) have been discharged as of the Effective Date. 3.2 The Trustee represents that (i) no event of default or default (as such terms are defined in the Bond Documents) has occurred under the Bond Documents, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute an event of default or default under the Bond Documents, (ii) all amounts owing under the Bond Documents 2 OOCSOC/1164371v3/02262D-0028 payable to the Trustee are current, (Hi) the Trustee has not given any notice of default relating to amounts owing under the Bond Documents, and (iv) all of the Owner's obligations under the Bond Documents (other than the Regulatory Agreement) have been satisfied as of the Effective Date and the Bond Documents (other than the Regulatory Agreement) have been discharged as of the Effective Date. 3.3 The Authority represents that (i) it has received no information which would cause it to believe that an event of default or a default (as such terms are defined in the Bond Documents) has occurred or with the giving of notice or passage of time, or both, would occur under the Bond Documents and (ii) it has not given any notice of default under any of the Bond Documents. 4. Miscellaneous. 4.1 The New Owner agrees to pay all costs and expenses incurred by the Authority and the Trustee, including legal' fees and expenses of their respective counsel, in connection with the transfer of the Project to the New Owner and in connection with the associated assumption of the Regulatory Agreement and related actions. 4.2 All correspondence and notices given or required to be given under the Regulatory Agreement may be addressed to the New Owner as follows: FO Anaheim Hills Senior Apartments, LP c/o J.P. Morgan Investment Management Inc. 1999 Avenue of the Stars, Suite 2600 Los Angeles, CA 90067 Attention: with a copy to: Stroock Stroock & Levan LLP 180 Maiden Lane New York, NY 10038 Attention: Steven P. Moskowitz, Esq. with a copy to: FOP Portfolio Management, Inc. 320 Commerce, Suite 100 Irvine, CA 92602 Attention: 4.3 Except as expressly set forth herein, the Regulatory Agreement is not altered, amended or modified by reason of this Assumption Agreement, and the Regulatory Agreement shall remain in full force and effect and its validity and enforceability are hereby ratified and confirmed. 4.4 This Assumption Agreement shall be binding upon the parties hereto, and upon their successors in interest and assigns. 3 DOCSOC/1164371v3/022620-0028 4.5 This Assumption Agreement may be executed in counterparts, each of which shall be deemed an original upon execution. 4.6 This Assumption Agreement shall be effective on the date of recordation in the Official Records of this Assumption Agreement and of the grant deed transferring ownership of the Project to the New Owner (the "Effective Date"). (The rest of this page intentionally left blank) 4 DOCSOClII64371v3/022620-0028 IN WITNESS WHEREOF, the parties hereto have executed this Assumption Agreement as of the date first above written. "NEW OWNER" FO ANAHEIM HILLS SENIOR APARTMENTS, LP, a Delaware limited partnership By: [FO ANAHEIM HILLS SENIOR . APARTMENTS OP, LLC, its general partner] By: Name: Title: (The rest of this page intentionally left blank) 8-1 DOCSOC/ll64371v3/022620-0028 "OWNER" ANAHEIM HILLS FOUNTAINS SENIOR APARTMENTS, LLC, a Delaware limited liability company By: By: Name: Title: (The rest of this page intentionally left blank) 8-2 DOCSOC/1164371v3/022620-0028 "TRUSTEE" WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer (The rest of this page intentionally left blank) 8-3 DOCSOC/1164371v3/022620-0028 "AUTHORITY" ANAHEIM HOUSING AUTHORITY By: Executive Director ATTEST: Secretary (The rest of~is page intentionally left blank) 8-4 OOCSOC/1164371v3/022620-0028 DOCSOC/1164371v3/022620-OO28 EXHIBIT A LEGAL DESCRIPTION OF LAND A-I STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On April-.J 2006 before me, . Notary Public, personally appeared . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislherltheir authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBUC DOCSOClll64371v3/02262~028 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On April-.J 2006 before me, . Notary Public, personally appeared . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal DOCSOClll64371v3/022620-0028 SIGNATURE OF NOTARY PUBUC STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On April-, 2006 before me, ' Notary Public, personally appeared . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC DOCSOCIll64371v3/022620-0028 STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On April-, 2006 before me, . Notary Public, personally appeared . personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC DOCSOC/1164371 v3/022620-0028