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HomeMy WebLinkAboutAGENDA REPORT 1997 0604 CC REG ITEM 09ICity of Moorpark Agenda Report TO: The Honorable City Council FROM: Richard Hare, Deputy City Manaig DATE: May 27, 1997 (CC Mtg. 6/11/97) !! ITEM CITY OF MOORPAM CALIFORNIA City Council Meeting of /; 199 G' AC ' ON: �, ��, C_ BY: RE: Loan Assumption - Le Club Apartment (City of Moorpark Variable Rate Demand Multi- Family Housing Refunding Revenue Bonds 1992 Series A) BACKGROUND In 1985, the City previously issued, sold and delivered its Multi - Family Housing Revenue Bonds for an apartment project known as the Le Club Apartments Project (the "Project "). The original issue was in the amount of $22,600,000. The 1985 bonds were issued for the purpose of providing funds for a first trust deed for the above referenced Project. The Developer and the City entered into a regulatory agreement in which the developer agreed to set aside at least 20 percent of the units to be rented only to low- or moderate - income persons or families as per the Internal Revenue Code of 1986 as amended and in accordance with Chapter 7 of part 5 of Division 3 of the Health and Safety Code of the State. of California (the "State ") and as per other conditions as required by the City. The Le Club Apartment Project consists of 37 buildings constructed on approximately 19.75 acres located a the southeast corner of Los Angeles and Moorpark Avenues. The Project is currently owned by Moorpark Le Club, Ltd., a California limited partnership. The sole general partner of the Developer is Palmer Moorpark Properties, Ltd., a California limited partnership (the "General Partner ") whose sole general partner is Geoff Palmer. The above referenced partnership was formed for the sole purpose of constructing and owning the Project. Neither the Developer nor its General Partner, nor any of its limited partners, are personally liable with respect to payments to be made under the Loan Agreement, as such the loan is a non- recourse obligation of the Developer. In 1992, the City of Moorpark issued it Variable Rate Demand Multi - Family Housing Refunding Revenue Bonds 1992 Series A in the amount of $21,700,000. The purpose of this bond issue was to refund the original 1985 bonds. The current owners of' Le Club Apartments are now in the process of wzs;! negotiating the sale of the Project to Security Capital Pacific Trust Inc., a Maryland Real Estate Investment trust based in Santa Fe, New Mexico. Security Capital Pacific Trust Inc., independently carries an A- rating from Standard and Poor's Corporation, as such it can be considered a stronger property owner than the existing owner. In order to sell the Project to Security Capital Pacific Trust Inc., it will be necessary for the City to take certain actions to permit the assignment and assumption of the existing bond issue obligations. It should be noted by members of the City Council that the 1992 Refunding Bonds as well as the original 1985 Bonds were never an obligation of the City of Moorpark as the City simply served as a "conduit" issuer for the financing in order for the bonds to be issued on a tax - exempt basis. It should also be noted that the City agreed that should the present owner ever want to refund the outstanding 1992 Bonds or sell the Project, the City again would only serve as a "conduit" issuer for the Refunding Bonds. In addition, it should also be noted that the City, as the issuer agreed by the execution of prior documents, cooperate in the transfer of the loan should the Developer request such assistance. Issues and Financial Implications 1. Under the proposed new Amended Regulatory Agreement, the City will receive 1/8 of one percent (1%) of the par amount of the outstanding bonds (27,125) as an issuer fee to pay for staff time related to the sale of the property assumption of the bonds. In addition, the City will receive an additional 1/8 of one percent (1%) based on the original 1992 issue size on an annual basis as an administrative fee. This fee will be paid on a semi - annual basis $13,562 commencing July 1997 through 2015. Security Capital Pacific Trust Inc., will pay for all other costs associated with the Projects transfer such as Bond Counsel fees and expenses, Credit Enhancers fees and expenses, Trustee fees, Rating Agency fees, Financial Advisor fees and any other costs associated with the assumption of the Bonds obligations. These fees are estimated to be approximately $1.50,000. Documents to be Approved by the City Council In order to effectuate the sale of the property it will be necessary for the City Council to approve the First Supplemental Indenture of Trust between the City of Moorpark and First Trust of California, National Association and the First Amendment to the Regulatory Agreement:- (Copies of both of these documents are attached for your review.', Recommendations 1. Approve the attached resolution entitled "A Resolution Authorizing Amendment of the Indenture and Various Other Documents Relating to the City of Moorpark Variable Rate 00(1233 Demand Multi - Family Housing Refunding Revenue Bonds (Le Club Apartments Project) 1992 Series A." 2. Authorize the City Manager or his /her designate at the request of Bond Counsel to make technical changes to the financing documents as may be requested prior to the transfer. Attachment: Resolution No. 97- , and Exhibits. C:AWPD005VCC.REPVLEf UJ'119 "'.WP[, 000234 THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST (this "Supplemental Indenture "), is made and entered into as of June _, 1997, by and between the CITY OF MOORPARK, a municipal corporation and general law city of the State of California (together with any successors and assigns, herein called the "Issuer "), and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America (together with any successors and assigns, herein called the "Trustee "). WITNESSETH WHEREAS, the Issuer and the predecessor to the Trustee entered into an Indenture of Trust, dated as of November 1, 1992 (as supplemented or amended as provided therein, the "Indenture "), securing the Issuer's Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Le Club Apartments Project) 1992 Series A (the "Bonds "); WHEREAS, the Issuer and Moorpark Le Club, Ltd., A California Limited Partnership (the "Original Developer ") entered into a Loan Agreement, dated as of November 1, 1992 (as more fully defined in the Indenture, the "Loan Agreement ") relating to the financing of a multifamily rental housing development in the City of Moorpark, California (as more fully defined in the Indenture, the "Project "); WHEREAS, Citibank, N.A. issued a letter of credit dated November 12, 1992 in favor of the Trustee to secure, among other things, the payment of principal and interest on the Bonds; WHEREAS, the Original Developer has sold and transferred the Project to Security Capital Pacific Trust (together with its successors and assigns, the "Developer "), and the Developer has arranged for the issuance of a replacement Letter of Credit by Commerzbank Aktiengesellschaft, acting through its New York Branch (together with its successors and assigns or the issuer of any substitute letter of credit, the "Credit Bank "); and WHEREAS, the Developer and the Credit Bank have requested that the Issuer and the Trustee modify the Indenture as set forth herein; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that the Issuer and the Trustee, in consideration of these premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows: SF2- 2550151.1 {2574004.1 to 2574004.2 redlined t00OZ98 IN WITNESS WHEREOF, the City of Moorpark and First Trust of California, National Association, as Trustee, have caused this Supplemental Indenture to be executed by their duly authorized officers, respectively. S� CITY OF MOORPARK By: ATTEST: Title: Title: FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee Authorized Signatory Attest: Authorized Signatory SF2- 2S50151.1 {2574004.1 to 2S74004.2 redlined} 4 )GOZ39 The undersigned hereby agree and consent to the terms of the foregoing Supplemental Indenture: COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH By: _ Title: By: _ Title: SECURITY CAPITAL PACIFIC TRUST By: _ Title: SF2- 2550151.1 {2S74004.1 to 2574004.2 redlined, 5 000300 Recording requested by and when recorded mail to: Orrick, Herrington & Sutcliffe LLP 400 Sansome Street San Francisco, CA 94111 Attention: Elaine R. Bayus, Esq. FIRST AMENDMENT TO REGULATORY AGREEMENT THIS FIRST AMENDMENT TO REGULATORY AGREEMENT, dated as of June _, 1997, amending that certain Regulatory Agreement dated as of December 1, 1985 (as herein and hereafter amended, the "Regulatory Agreement "), is by and among the CITY OF MOORPARK (the'"" s er" , FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as successor trustee (the "Trustee ") under that certain Indenture of Trust dated as of November 1, 1992, as amended to the date hereof (as so amended and as it may hereafter be amended, the "Indenture "), and SECURITY CAPITAL PACIFIC TRUST, as current owner of the Project subject to the Regulatory Agreement (the "Developer "). WITNESSETH WHEREAS, the IlWer issued its Multifamily Housing Revenue Bonds (Le Club Apartments Project) 1985 Series A (the "Original Bonds "), in order to provide financing for the Project, and subsequently refunded such bonds by issuing its Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Le Club Apartments Project) 1992 Series A (the "Bonds "); and WHEREAS, in connection with the issuance of the Original Bonds the Issuer required the execution and delivery of the Regulatory Agreement setting forth certain requirements with respect to the Project; WHEREAS, in connection with the sale and transfer of the Project to the Developer and the substitution of the Letter of Credit for the Bonds, it is desirable to amend the Regulatory Agreement as set forth herein; NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows: Section 1. The definition of "Qualified Project Period" in Section 1 of the Regulatory Agreement is hereby amended to read in its entirety as follows: "Qualified Project Period" means the period beginning on the later of the date of issuance of the Original Bonds or the first day on which at least 10% of the units in the Project are first occupied, and ending on the later of the following: SF2- 2S50151.1 {2S74004.1 to 2S74004.2 redlined ovo3ol (A) the date which is ten (10) years after the date on which at least fifty percent (50%) of the units in the Project are first occupied, (B) the date which is a "qualified number of days" (i.e., 50% of the total number of days from the date of issuance of the Original Bonds to and including the maturity date of the Bonds, or, in the case of a refunding of the Bonds, 50 % of the sum of the period that the Original Bonds and the Bonds were outstanding plus the longest term of any refunding obligation) after the date on which any of the units in the Project is first occupied, (C) the date on which any assistance provided with respect to the Project under Section 8 of the United States Housing Law of 1937 terminates, (D) the first date on which no Bonds remain outstanding, or (E) any later date required by Section 3 of this Regulatory Agreement. Section 2. Elgion 3 of the Regulgloa &=Int is hMe .ky a men b adding a new paragraph to such Section, immediately before the final paragraph thereof, to read in its entirety as follows: In addition to the amounts payable pursuant to Section 4.2 of the Loan Agreement and any additional amount paid by the Developer to the Issuer in connection with its acquisition of the Proieet the Developer also agrees to pay to the Issuer. on July 1_of each near, beginning July 1, 1998. and for the remaining Qualified Project Period an amount equal to e- onei th of one percent (1 /8 of 1%) of the aggregate principal amount of Bonds outstanding on such Afly 1. Section " J. The Servicer is hereby removed as a party to the Regulatory Agreement and the provisions of Section 4 thereof are hereby deemed deleted. Section 4. The " Issuer, the Trustee and the Developer each hereby reaffirms each of the provisions of the Regulatory Agreement, as amended hereby, and confirms that the Regulatory Agreement and each of the terms and provisions thereof shall remain in full force and effect for the term thereof, as amended. Section " 5. This Amendment 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. SF2- 2650151.1 (2374004.] to 2374004.2 redlined) 2 000302 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized representatives, as of the day and year first written above. 5 CITY OF MOORPARK By: ATTEST: Title: Title: Attest: Authorized Signatory FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee Authorized Signatory " SECURITY CAPITAL PACIFIC TRUST By: _ Title: 000303 SF2- 2550151.1 {2574004.1 to 2574004.2 redlined} 3 The undersigned hereby agrees and consents to the terms of the foregoing Amendment to Regulatory Agreement: COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH By: Title: By: _ Title: The undersigned hereby agrees and consents to its removal as a party to the Regulatory Agreement as provided herein: CITICORP REAL ESTATE, INC. By: _ Title: SF2- 2550151.1 {2574004.1 to 2574004.2 redlined'; 4 000304 DEVELOPER COMPLIANCE CERTIFICATE The undersigned, Security Cauital Pacific Trust (the "Developer "), in connection with the proposed amendment of documents relating to the multifamily rental housing development known as Le Club Apartments (the "Project ") and to the City of Moorpark Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Le Club Apartments Project) 1992 Series A (the "Bonds "), hereby certifies that, as of the date hereof, the Developer and the Project are in all respects in compliance with all requirements of the Loan Agreement and the Regulatory Agreement executed by the Developer in connection with the issuance of the Bonds. IN WITNESS WHEREOF, the Developer has executed this certificate as of June , 1997. SECURITY CAPITAL PACIFIC TRUST By: _ Title: SF2- 2550151.1 {2S74004.1 to 2S74004.2 redlined; 000305 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement ") dated this day of June, 1997, by and between MOORPARK LE CLUB, LTD., A CALIFORNIA LIMITED PARTNERSHIP, ('the "Seller "), and SECURITY CAPITAL PACIFIC TRUST, a Maryland real estate investment trust (the "Purchaser ") WHEREAS, pursuant to the terms of that certain Indenture of Trust dated as of November 1, 1992 (the "Indenture "), between the City of Moorpark (the "Issuer ") and Bank of American National Trust and Savings Association, as trustee (the "Trustee ") and that certain Loan Agreement dated as of November 1, 1992 (the "Loan Agreement"), among the Issuer and Moorpark Le Club, Ltd., a California limited partnership (the "Owner"), the Issuer issued its Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Le Club Apartments Project) 1992 Series A (the "Bonds'), in the original aggregate principal amount of $21,700,000, and loaned (the "Loan ") the proceeds derived from the We of the Bonds to the Owner to refund Bonds previously issued by the Issuer (the "Prior Bonds' j to finance the acquisition, construction, equipping and development of a multifamily residential rental development located in the City of Moorpark, California and more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Project "'), ind WHEREAS, in connection with the Loan and the issuance of the Bonds, the Owner executed and delivered that certain First Deed of Trust (with Assignment of Rents) and Fixture Filing dated as of November 1, 1992 and recorded on November 12, 1994, as Instrument No. 92- 205101 of the Official Records of the County of Ventura, California (the "Bond Mortgage ") and each of the other security, loan and financing documents, agreements, instruments and certificates more particularly described on Exhibit "B" attached hereto and incorporated herein by reference which evidence, secure or otherwise relate to the Loan or the Bonds, including the Regulatory Agreement described below (collectively, the "Existing Bond Documents "); and WHEREAS, the Issuer, the Owner, Security Pacific National Bank, as predecessor to the Trustee and Citicorp Real Estate, Inc (the "Servicer ") executed and delivered that certain Regulatory Agreement dated as of December 1, 1985 and recorded on December 23, 1985, as Instrument No. of the Official Records of the County of Ventura, California (the "Regulatory Agreement") prescribing the use of the proceeds of the Loan in compliance with Section 103(b)(4)(A) of the Internal Revenue Code of 1954, as amended, to protect the tax - exempt status of the interest payable on the Bonds; and WHEREAS, as a condition precedent to the issuance of the Bonds and the making of the Loan to the Owner, the Issuer required that the Owner deliver or cause to be delivered to the Trustee, for the benefit of the holders of the Bonds, an irrevocable letter of credit to secure the payment of the principal of, and interest on, the Bonds and to provide for the payment of the purchase price thereof in accordance with the terms of the Indenture; and WHEREAS, Citibank, N .A. (the "Original Bank") issued its irrevocable letter of credit to the Trustee, for the account of the Owner (said letter of credit, as heretofore modified, amended or substituted, together with any substitute letter of credit (other than the Letter of 000306 MOV OP 10'7 10-CZA MP's' 20 '97 0Q' 45 r r_ ^.6/22 Credit referred to below) and any extensions thereof or substitutions thereof, being hereinafter referred to as the "Original Letter of Credit "); and WHEREAS, in connection with the issuance of the Original Letter of Credit, the Owner executed and delivered that certain Letter of Credit and Reimbursement Agreement dated as of November 1, 1992 between the Servicer and the Owner (as heretofore modified or amended, the "Original Reimbursement Agreement "). and certain other security and other documents, agreements, instruments; and WHEREAS, the Seller is conveying the Project to the Purchaser, as a result of which the Seller desires to assign its rights under the Existing Bond Documents listed in Exhibit B (the "Existing Bond Documents ") to the Purchaser, and the Purchaser desires to assume the Existing Bond Documents, effective as of the date of such conveyance, and to take certain other actions required for conveyance of the Project under. the Existing Bond Documents, subject in all respects to the provisions of this Agreement; and WHEREAS, at the request of the Purchaser, Commerzbank Aktiengesellschaft, acting through its Los Angeles Branch ( "Commerzbank "), has agreed to issue its direct pay letter of credit (the "Letter of Credit ") in substantially the same form as the Original Letter of Credit in favor of the Trustee with certain changes described in the Indenture Amendments (as defined below), which Letter of Credit shall be pledged as security for the Bonds as of the effective date hereof pursuant to the Indenture securing the Bonds and which shall constitute a replacement for the Original Letter of Credit under the Indenture, whereupon the Original Letter of Credit shall be released and the Original Reimbursement Agreement shall terminate upon satisfaction of the Seller's Obligations to the Original Bank thereunder; and WIdEREAS, the Purchaser has agreed to execute and deliver a Reimbursement Agreement dated as of June 1997 by and between Commerzbank and the purchaser (the "Reimbursement Agreement ") In consideration of Commerzbank's issuing the Letter of Credit as security for the Bonds; and WHEREAS, the Issuer, the Trustee, Commerzbank and the Purchaser have agreed to certain amendments to the Indenture (the "Indenture Amendments') and to the Regulatory Agreement (the "Regulatory Agreement Amendments ", collectively with the Indenture Amendments, the "Amendments ") to facilitate the substitution of the Letter of Credit for the Original Letter in accordance with the terms of the Indenture and Regulatory Agreement; and WHEREAS, the consent of the Issuer, the Trustee and the Original Bank are required for certain of such actions under the Indenture and certain of the other Existing Bond Documents. NOW, THEREFORE, in consideration of the conveyance of the Project, the assignment of certain rights under the Existing Bond Documents, the assumption of the Existing Bond Documents, the foregoing premises and the mutual promises, covenants and agreements.set forth 000307 MnU ^ n a -- , —. r w MPY 20 '97 29: 47PM P. 7/22 herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. Recitals. The recitals set forth herein are true and accurate and are incorporated herein by reference. 2. Agreement to Purchase. The Purchaser has agreed to purchase the Project pursuant to the terms of that certain Agreement of Purchase and Sale dated as of April 14, 1997 between the Seller and the Purchaser (the "Purchase Agreement "), subject to the restrictions and limitations of the Regulatory Agreement as well as the covenants, conditions, terms and obligations contained in the Existing Bond Documents. 3. Assignment of Rights of Seller. The Seller hereby grants, bargains, sells, conveys, assigns and sets over to the Purchaser, its successors and assigns, all of the Seller's rights and benefits in, to and under the Existing Bond Documents from and after the Effective date hereof, without recourse, representation or warranty, express or implied, except as may be set forth in the Purchase Agreement. 4. Assumption of Obligations by Purchaser. The Purchaser acknowledges and accepts the terms of the Loan Agreement, the Bond Mortgage, the Indenture, the Regulatory Agreement and each of the .other Existing Bond Documents, in the case of the Indenture and Regulatory Agreement, as modified by the Indenture Amendments and Regulatory Agreement Amendments, respectively. The Purchaser hereby agrees to pay the principal of, premium, if any, and interest on the Loan, at the times, in the manner and in the amounts provided in the Existing Bond Documents. The Purchaser hereby assumes, from and after the, effective date hereof, the Seller's obligations, rights, responsibilities and liabilities set forth in each of the Existing Bond Documents (as modified by the Amendments). Further, the Purchaser agrees, from and after the effective date hereof, to observe and perform each and every term, covenant, provision and condition required to be observed or performed by the Seller under each of the Existing Bond Documents (as modified by the Amendments), and further agrees, from and after the effective date hereof, to perform all of the obligations and duties of the Seller under each of the Existing Bond Documents (as modified by the Amendments) as though said documents had been originally executed by the Purchaser. The Purchaser assumes no obligations under any other document not listed on Exhibit "B" hereto. As of the effective date of this Agreement, the Purchaser has absolutely no defenses, offsets, claims or counterclaims to the payment and performance of the obligations and duties assumed under this Section 4. Notwithstanding the foregoing, the Purchaser does not assume any liabilities or obligations for any violations by the Seller or any prior owner of the Project under the terms of the Existing Bond Documents which occurred prior to the effective date hereof. S. Release of Seller_ From and after the effective date hereof. the Seller is hereby released from any obligation, or liability under the Existing Bond Documents; provided, however, that the Seller is not released from any liability arising in connection with any violations of the +00308 Existing Bond Documents or arising in connection with any duty owed in connection with the Existing Bond Documents which occurred or arose prior to the effective date of this Agreement. 6. Consent to and Approval of Transfer. Based upon the representations, warranties and agreements by the Purchaser set forth herein and in material reliance thereon, the Issuer, Trustee, the Bank and the Servicer, by their execution of the consents in the form attached hereto, each hereby approve and consent to the transfer of the Project from the Seller to the Purchaser, the assignment to Purchaser of Seller's rights and benefits under the Existing Bond Documents and the assumption by Purchaser of Seller's obligations under the Existing Bond Documents in accordance with the terms hereof. The Trustee, by execution of its consent attached hereto, hereby represents and warrants that the outstanding principal amount of the Bonds of each maturity and the accrued interest thereon as of the day preceding the effective date hereof is as set forth on Exhibit "C" attached hereto. The Issuer, the Trustee, the Bank and the Servicer each hereby acknowledge and agree that all fees and expenses of the Issuer, the Trustee, the Bank and the Servicer, respectively, which accrued or became due prior to the effective date of this Agreement have been paid in full and that, relying upon opinions of counsel and certificates furnished to them in connection with the transfer, all of the other conditions precedent to transfer of the Project contained in the Indenture and the other Existing Bond Documents have been satisfied or duly and validly waived by the party entitled thereto. The respective parties hereto represent that the proper officers or representatives of each of the parties hereto are hereby, or by proper proceedings therefor; authorized and empowered, and each of the parties hereto agrees, to execute such further instruments as, in the opinion of counsel to the respective parties, are necessary in order to effectuate the transfer herein authorized. 7. Representations of Purchaser. The Purchaser represents to the Issuer, the Trustee, the Barak, the Servicer and Commerzbank that (a) The Purchaser has the creditworthiness and the management ability to operate the Project in the manner contemplated by the Existing Bond Documents; (b) Approval of this transfer by the Issuer and Trustee will not impair the security for repayment of the Loan or the security for the obligations under the Existing Bond Documents, as the case may be, and the performance of the obligations thereunder, nor will approval impair the ability of the Issuer, Trustee, or Commerzbank to enforce their respective rights.. remedies and recourse with respect to such security; (c) The Purchaser will reimburse the Issuer, the Trustee and the Original Bank for all reasonable costs and expenses incurred by such parties in connection with their consent and approval of the sale and transfer of the Project to the Purchaser (which the Issuer acknowledges is $ with respect to the Issuer, the Trustee acknowledges is $ with respect to the Trustee, the Bank acknowledges is $ with respect to the Bank, and the Servicer acknowledges is $ with respect to the Servicer); 4 000309 MPT' 20 '97 219: 4eP�,' SF_ _. .:. 0.9/22 (d) The Purchaser will pay the reasonable attorneys' fees and expenses of the Issuer, the Trustee, the Original Bank and the Servicer in connection with their consent and approval of the sale and transfer of the Project to the Purchaser; (e) The Purchaser agrees to execute such other modification agreements, supplemental mortgage documents and financing statements as the Issuer, the Trustee or Commerzbank may reasonably request to further evidence and/or secure the purchaser's assumption hereunder: (f) The Purchaser agrees to provide endorsements to any existing title insurance policies on the Project or, if required by the Issuer, the Trustee or Commerzbank, to acquire new title insurance policies, to insure the Issuer's or the Trustee's respective liens and security interests with respect to the project; and (g) The Purchaser is qualified to do business in the State of California. 8. Representations Of Seller. The Seller represents that: (a) The Project has been in compliance with the provisions of all requirements of the Regulatory Agreement continuously since the date of issuance of the Bonds; (b) The Seller is not in default under any of its obligations under the Existing Bond Documents as of the date hereof. 9. Representations of Parties. Each of the parties hereto severally represents, each with respect only to itself, as of the date hereof, as follows: (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power and authority to execute and deliver this Agreement, to enter into the transactions contemplated hereby and to perform all the duties and obligations to be performed by it hereunder; (b) It has duly authorized this Agreement and the transactions contemplated hereby and the performance of all the duties and obligations to be performed hereunder by all necessary governmental; corporate and/or partnership action; (c) It has duly executed and delivered this Agreement and this Agreement constitutes its valid, legal and binding obligation enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or similar laws or equitable principles relating to or limiting creditors' rights generally; and (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby will not violate any agreement by which it is bound or S 000310 MAY PA ' 97 1 R: SA OnD raa coon oor.c 71 _ 7,7 0.12/22 to which it or any of its assets are affected, or its organizational documents or any statute, regulation, rule, order or judgment applicable to it. 10. Notices. The parties hereto hereby agree that the address for notices to the "Purchaser," "Borrower," "Developer," "Mortgagor," "Assignor" or any other term used to refer to the obligor under the Existing Bond Documents, as the case may be, under the Existing Bond Documents is and shall be as follows: Security Capital Pacific Trust 125 Lincoln Avenue Santa Fe, New Mexico 87501 Attention: Kathy B. Farr, Corporate Finance Telecopier. ( X05) 820 -2996 and Security Capital Pacific Trust 7777 Market Center Avenue El Paso, Texas 79912 Attention: Controller Telecopier: (915) 877 -3301 With copies to Mayer, Brown & Platt 190 South LaSalle Street Chicago, IL 60603 Attention: Thomas S. Reif, Esq_ Telecopier: (312) 701 -7711 and that the address for notices to the "Original Bank" or any term referring to the issuer of the Letter of Credit under the Existing Bond Documents is and shall be as follows: Commerzbank AG Los Angeles Branch 633 West Fifth Street, Suite 6600 Los Angeles, CA 90071 Attention: Mr. Steven F. Larsen Telecopier: (213) 623 -0039 6 000 -311 MQY 7G1 ' P7 1 R: C:�G. _)nn nmc coos oncc *7-, MP'Y 20 '97 89:49PM SEN- F` With copies to: Brand Farrar Dziubla Freilich & Kolstad LLP 515 South Flower Street, Suite 3500 Los Angeles, CA 90071 Attention: Joan Marquardt, Esq. Telecopier: (213) 426 -6222 P. 11/22 11. Assam tion of Fees Costs. Etc. The Purchaser acknowledges that from and after the effective date hereof, the Purchaser will be responsible for all fees, costs or payments due in accordance with the Existing Bond Documents and assumed hereunder. 12. Qualified Project Period. The parties hereto and the parties whose consent is attached hereto each agree to cooperate with the Purchaser in establishing the end of the Qualified Project Period (as defined in the Regulatory Agreement). Notwithstanding the termination of the Qualified. Project Period, the Purchaser acknowledges its continuing obligations under the Existing Bond Documents to comply with certain restrictions on the use of the Project as set forth in the Regulatory Agreement. 13. Miscellaneous, (a) Modifications and Amendments. This Agreement may only be modified, altered or amended by an agreement in writing executed by all of the parties hereto. (b) Validity of Provisions. Any provision of this Agreement which may prove unenforceable under law shall not affect the validity of the other provisions hereof. (c) Construction. This Agreement shall be construed in accordance with the laws of the State of California without regard to the principles of conflicts of laws. (d) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. (e) Mercer. This Agreement constitutes the entire agreement among the parties with respect to the subject matter and merges with and supersedes all prior and contemporaneous agreements and understandings among the parties hereto. (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. (g) Recording. This Agreement shall be recorded in County of Ventura, California. The recording of this Agreement is not intended to affect the priority of the �A)0131Z MIPY 20 '97 29 : 49Pr" S _. p.12i22 Regulatory Agreement or the Existing Bond Documents and the Purchaser specifically agrees that the Regulatory Agreement is senior in status and priority to any other claims or liens against the Project. (h) Waiver of 1M Trial. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY. IRREVOCABLY AND INTENTIONALLY FOREVER WAIVE THE RIGHT TO AURIOF UNDER OR IN CONNECTION WITH LITIGATION BASED HEREON, ARISING O THIS AGREEMENT OR ANY OTHER DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS A OR THE EXISTING BOND DOCUMENTS OR IN ANY WAS' RELATING TO THE PROJECT (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL T14IS AGREEMENT ASSERTING TH.�1T THIS AGREEMENT DOCUMENTS, AND ANY CLAIM OR DEFENSE OR ANY OF THE EXISTING BOND DOCUMENTS WERE FRAUDULENTLY INDUCED OR ARE OTHERWISE VOID OR VOIDABLE), �)� ENTER NTOTHIS I AGREElvIEN MATERIAL INDUCEMENT FOR THE PARTIES HE (i) Third -P Benefici . The parties hereto acknowledge that Commerzbank is intended to be a third -party beneficiary of "his Agreement and may enforce the terms hereof 000313 "IPV 22 °.'3/22 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives all as of the date and year first above written. MOORPARK LE CLUB LTD. By: Palmer Moorpark Properties, Ltd., a California limited partnership, its general partner Geoff Palmer, its sole general partner SECURITY CAPITAL PACIFIC TRUST, a Maryland real estate investment trust By: Name: Title 9 May :)n I Q7 1 Q I S17 000314 State of iss. County of x.14/22 On June _, 1997 before me, (name of notary public) personally appeared (name of signer(s)) Geoff Palmer, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature [Affix Notarial Seal) to MOV ')M I07 1O•CZ7 000315 "P" ZP 'M7 P9: 5P°�,' ;r. 15i22 State of )ss. County of On June _, 1997 before me, (name of notary public) personally appeared (name of signer(s)) as of Security Capita] Pacific Trust, a Maryland real estate investment trust, personally known to me (or proved tom e the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in histher /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. WITNESS my hand and official seal. Signature [Affix Notarial Seal] Utxk3US MPS' 22 '97 06. 52pr' _ -- �. - - _' P.16/22 EXHIBIT A LEGAL DESCRIPTION The land is situated in the State of California, County of Ventura, City of Moorpark and is described as follows: Parcels A, and B, in the City of Moorpark, County of Ventura, State of California, as shown on a map filed in Book 43, pages 61 through 64 inclusive of Parcel Maps, in the office of the County Recorder of said County. EXCEPTING THEREFROM all oil, gas and other hydrocarbon substances and other minerals lying below a depth of 500 feet, with no rights of surface entry in said property. A -J 00031' MAY 'Dn IQ7 1 G: CQ nnn not rnnn I--- -- MP`r' 22 '97 29= 50Pr' SE.'' P. 17'22 EX HBIT B Existing Bond Documents 1. Indenture of Trust between the City of Moorpark, and Bank of America National Trust and Savings Association, as Trustee, dated as of November 1, 1992 (as modified by the Indenture Amendments). 2. Loan Agreement between the City of Moorpark and Moorpark Le Club, Ltd., a California limited partnership, dated as of November 1, 1992. 3. First Deed of Trust (with Assignment of Rents) with Fixture Filing by Moorpark Le Club, Ltd., a California limited partnership, as Trustor, to Bank of America National Trust and Savings Association, as Beneficiary, dated as of November 1, 1992, and recorded on November 12, 1992, as Instra rnent No 92- 205101 of the Officials Records of County of Ventura, California. 4. Regulatory Agreement by and among the City of Moorpark, Moorpark Le Club, Ltd., a California limited partnership, Security Pacific National Bank, as predecessor to the Trustee and Citicorp Real Estate, Inc. (the "Servicer"), recorded on November 23, 1992, as Instrument No. ! of the Official Records of County of Ventura, California. 5 Remarketing Agreement dated as of November 1, 1992 among Citicorp Real, Estate, Inc. and Moorpark Le Club, Ltd., a California limited partnership, Bank of America National Trust and Savings Association, and PaineWebber Incorporated. 6_ Assignment of Leases and Rents by Moorpark Le Club, Ltd., a California limited partnership, as Assignor in favor of Bank of America National Trust and Savings Association, as Assignee, dated as of November 1, 1992 and recorded on November 12, 1992, as Instrument No 92- 205102- of the Official Records of the County of Ventura, California. 7. Assignment of Plans and Specifications by Moorpark Le Club, Ltd., a California limited partnership, the Assignor, in favor of Bank of America National Trust and Savings Association, as Assignee, dated as of November 1, 1992. S. First Security Agreement by Moorpark Le Club, Ltd. in favor of Bank of America National Trust and Savings Association, dated as of November 1; 1992_ r3 MAY XR 'P7 1G:r.G OIA "Ip", 21? , 0-7 OC, 7, EXHIBIT (- EXISTING BONDS Outstanding Amount of Bonds as of June 1997: M Accrued Interest on the Bonds as of June 1997: S--, C-1 MOV 3ck y 07 1 0- tzc =. 16/22 000319 MPY 22 '97 P. 19/22 EXHIBIT D CERTIFICATE OF ISSUER Unless expressly defined herein, all capitalized terms used in this Certificate of Issuer (the "Consent Certificate ") shall have the meanings ascribed to them in the Assignment and Assumption Agreement dated June 1997 by and between the Seller and the Purchaser (the "Agreement") to which this Consent Certificate is attached. The undersigned consents to the transfer of the project from the Seller to the Purchaser, the assignment to the Purchaser of the Seller's rights and benefits under the Existing Bond Documents (as modified by the Amendments) and the assumption by the Purchaser of the Seller's obligations under the Existing Bond Documents (as modified by the Amendments). Nothing in this Consent Certificate shall be deemed to make the undersigned nor the Issuer a party to the Agreement for any purpose. CITY OF MOORPARK> as Issuer By: Its: Dated: .Tune , 1997 MnV nn i Mr7 e n • rn 000320 MPY 22 '9' - - p.20 „22 EXHIBIT E. CERTIFICATE OF TRUSTEE Unless expressly defined herein, all capitalized terms used in this Certificate of Trustee (the "Consent Certificate”) shall have the meanings ascribed to them in the Assignment and Assumption Agreement dated June _, 1997 by and between the Seller and the Purchaser (the "Agreement") to which this Consent Certificate is attached. The undersigned hereby consents to the Agreement and agrees to be bound thereby, as if the undersigned were a direct party to the Agreement. However, nothing in this Consent Certificate shall be deemed to make the undersigned nor the Trustee a party to the Agreement for any other purpose. Dated: June , 1997 BAND OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee By: Its: E_ I. 00032, MOY On I Q7 10, CQ ^inn - rn .- MAY 28 '97 09:51P l SE',' _. :,T; - P.2 1 .22 EXHIBIT F CERTIFICATE OF ORIGINAL BANK Unless expressly defined herein, all capitalized terms used in this Certificate of Original Bank (the "Consent Certificate ") shall have the meanings ascribed to them in the Assignment and Assumption Agreement dated June _, 1997 by and between the Seller and the Purchaser (the "Agreement") to which this Consent Certificate is attached. The undersigned hereby consents to the Agreement and agrees to be bound thereby, as if the undersigned were a direct party to the Agreement, and hereby assigns to the Trustee named in the Agreement all of its right, title and interest in and to the documents listed in Exhibit B to the Agreement. The undersigned furthermore represents to the Purchaser named in the Agreement that it is not aware of any violation by the Seller (or its predecessor) of any of the requirements of the Regulatory Agreement listed in Exhibit B to the Agreement. However, nothing in this Consent Certificate shall be deemed to make the undersigned nor the Original Bank a party to the Agreement for any other purpose. Dated: June , 1997 C.'ITJBANK, N.A., as Original Bank By: Its: F -1 O(322 MAY '-)A 'd7 1A:c-,Q IDn7) roc coon onr= n-2 MAY 20 97 89 51PM F,xHIBIT G CERTIFICATE OF SERVICER Unless expressly defined herein, all capitalized terms used in this Certificate of Servicer and (the "Consent Certificate ") shall have the meanings ascribed the Sell in the the Assignment (the Assumption Agreement dated June, 1997 by and between "Agreement ") to which this Consent Certificate is attached. �S undersigned hd 7eCt consents othe to the Agreement and agrees to be bound thereby, Agreement all of its right, title and Agreement, and hereby assigns to the Trustee named in the interest in and to the documents listed in Exhibit e A Agreement that ittis orteawareio any furthermore represents to the Purchaser named in the gY of the Regulatory violation by the Seller (or its predecessor) of any v�v� �requirements Consent Certificate Agreement listed on akthe under�gnAgreement. tervicer a party to the Agreement for any other shall be deemed purpose. CITICORP REAL ESTATE, INC., as Servicer By: Its,, Dated: June ---, 1997 G -1 X323 DRAFT 5/14/97 CERTIFICATE OF SECRETARY I, Jeffrey A. Klopf, do hereby certify as follows: 1. I am the duly elected and qualified Secretary of Security Capital Pacific Trust, a Maryland real estate investment trust ( "Paci fic "). 2. Attached hereto as Exhibit A is a true, correct and complete copy of the Restated Declaration of Trust of Pacific and each amendment and supplement, if any, thereto, as filed with the State Department of Assessments and Taxation of the State of Maryland. 3. Attached hereto as Exhibit B is a true, correct and complete copy of the By -Laws of Pacific, as in effect on the date hereof 4. Attached hereto as Exhibit C is a true, correct and complete copy of resolutions duly adopted at a meeting of the Board of Trustees of Pacific convened and held on , 1997, and which resolutions have not been revoked, modified, amended or rescinded and are still in full force and effect. 5. The following persons are duly elected officers of the Corporation, holding the offices indicated, and the signatures below are the respective true and genuine signatures of such officers: NAME TITLE SIGNATURE Charles E. Mueller, Jr. Vice President Jeffrey A. Klopf Pamela D. Porter Senior Vice President Vice President IN WITNESS WHEREOF, I have subscribed my name as Secretary of Pacific as of this day of , 1997 Jeffrey A. Klopf, Secretary 30150291.1 51997 908C 97363998 I, Charles E. Mueller Jr., in my capacity as a Vice President of Pacific, do hereby certify that: 1. Jeffrey A. Klopf has been elected and is now acting as Secretary of Pacific and that the signature on the foregoing Certificate is his genuine signature. I have hereunto set my hand as a Vice President of Pacific as of this day of , 1997. Charles E. Mueller, Jr., Vice President 30150241.1 51997 906C 97363998 0()()= DRAFT 5/16/97 EXHIBIT C RESOLUTIONS OF SECURITY CAPITAL PACIFIC TRUST , 1997 WHEREAS, Security Capital Pacific Trust, a Maryland real estate investment trust (the "Trust "), has entered into that certain Agreement of Purchase and Sale (the "Agreement "), dated April 14, 1997, with Moorpark Le Club, Ltd. ( "Seller "); and WHEREAS, the Property (as defined in the Agreement) was developed through the issuance of those certain $21,700,000 City of Moorpark Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Le Club Apartments Project) 1992 Series A (the "Bonds "), by the City of Moorpark (the "Issuer "); and WHEREAS, in connection with the issuance of the Bonds, the Seller (i) executed that certain Loan Agreement (the "Loan Agreement "), dated as of November 1, 1992, with the Issuer; and (ii) executed that certain Regulatory Agreement (the "Re ugulato1y Agreement "), dated as of December 1, 1985 with the Issuer, Security Pacific National Bank, as Trustee (predecessor to First Trust California, as Trustee (the "Trustee ")) and Citicorp Real Estate, Inc., and the obligations of the Seller under the foregoing agreements are secured by that certain First Deed of Trust (with Assignment of Rents) and Fixture Filing (the "Deed of Trust "), dated as of November 1, 1992, that certain First Assignment of Rents and Leases dated as of November 1, 1992 (the "Assignment of Rents") and that certain First Security Agreement dated as of November 1, 1992 (the "Security Agreement ") (the Loan Agreement, Regulatory Agreement, Deed of Trust, Assignment of Rents, Security Agreement and any other document executed in connection therewith are collectively referred to herein as the "Loan Documents "); and WHEREAS, the Trust has requested Commerzbank Aktiengesellschaft, Los Angeles Branch ( "Commerzbank ") to issue its irrevocable, transferable, direct pay letter of credit (the "Letter of Credit ") to support the payment of principal of and interest on, and the purchase price of, the Bonds; WHEREAS, Commerzbank has requested that the Trust enter into a certain Reimbursement Agreement with Commerzbank (the "Reimbursement Agreem ent "), providing, among other things, for the reimbursement by the Trust to Commerzbank of draws made under the Letter of Credit; and WHEREAS, the Board of Trustees has determined that it is in the best interest of the Trust that Commerzbank issue the Letter of Credit and that the Trust enter into, and perform its obligations under, the Reimbursement Agreement, 30150240.2 51997 907C 47363999 (+.0=f3 ,.. 02ttQ7�f57QqPW c:) E: /2P WHEREAS, in connection with the acquisition of the Property, the Trust intends to assume the obligations of the Seller under the Loan Documents; NOW, BE IT HEREBY RESOLVED, that the Agreement, and the consummation of the transactions contemplated therein (the "Acquisition "), be and hereby are approved; RESOLVED FURTHER, that the Trust be and hereby is authorized to execute and deliver that certain Assignment and Assumption Agreement (the "Assignment and Assumption Agreement "), between the Trust and Seller, and such other documents as are required to evidence the assumption of the Loan Documents (collectively, the "Assumption Documents "); RESOLVED FURTHER, that the Chairman, any Managing Director, any Senior Vice President, any Vice President, the Secretary and any Assistant Secretary (each, an "Authorized Signatory ") of the Trust, and each of them, be and he or she hereby is authorized to execute, in the name and on behalf of the Trust, and deliver the Assumption Documents and such other documents as such Authorized Signatory shall deem necessary or appropriate to effect the transactions contemplated by the Agreement and the Assignment and Assumption Agreement; RESOLVED FURTHER, that any Authorized Signatory and each of them is hereby authorized and directed to negotiate the terms of the Letter of Credit and negotiate, and execute, on behalf of the Trust, the Reimbursement Agreement, any amendments, supplements, modifications, extensions and renewals to the Reimbursement Agreement and any and all other documents contemplated by the terms of the Reimbursement Agreement that Commerzbank may request or require in connection with the consummation of the Reimbursement Agreement (collectively, the "Credit Enhancement Documents "); RESOLVED FURTHER, that any Authorized Signatory and each of them hereby is authorized in the name and on behalf of the Trust from time to time to take such actions and to execute and deliver such other certificates, instruments, agreements, notices and documents as may be required or as such Authorized Signatory may deem necessary, advisable or proper in order to carry out the intent and purposes of the foregoing resolutions and to perform the obligations of the Trust under the documents executed by the Trust pursuant to these resolutions, or under any other instrument or document executed pursuant to or in connection with the Agreement, the Assumption Documents or the Credit Enhancement Documents; all such actions to be performed in such manner, and all such certificates, instruments, notices and documents to be executed and delivered in such form, as the Authorized Signatory performing or executing the same shall approve, the performance or execution thereof by such Authorized Signatory to be conclusive evidence of the approval thereof by such Authorized Signatory and by the Board of Trustees; and RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the Trust shall certify any resolutions required by the foregoing documents as having been adopted by the Board of Trustees for the Trust on. this date, and, upon such certification, such resolutions shall be deemed adopted pursuant to this resolution;; and 327 30150140.2 51977 907C 97369999 M C, Q RESOLVED FURTHER, that any actions taken by or on behalf of the Trust by any Authorized Signatory of the Trust in furtherance of or in connection with the intent and purposes of the foregoing resolutions, and to effectuate fully the purposes and intents thereof or the transactions contemplated thereby, that have not heretofore been authorized or approved by the Board of Trustees of the Trust be, and the same hereby are, ratified as if such actions had been so authorized and approved at the time taken. 30150240.2 51997 907C 97363998 000328 Commerzbank Aktiengesellschaft Los Angeles Branch 660 South Figueroa Los Angeles, California 90017 First Trust California 550 South Hope Street Suite 500 Los Angeles, California 90071 DRAFT 5/15/97 , 1997 City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Re: $21,700,000 City of Moorpark Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Le Club Apartments Project) 1992 Series A Ladies and Gentlemen: We have acted as special counsel to Security Capital Pacific Trust, a Maryland real estate investment trust (the "Owner"), in connection with the execution and delivery of (a) the Reimbursement Agreement dated as of June , 1997 (the "Reimbursement Agreement") between the Owner and Commerzbank Aktiengesellschaft, Los Angeles Branch (the "Bank ") and (b) the Assignment and Assumption Agreement dated , 1997 (the "Assumption Agreement ") between Moorpark Le Club, Ltd., a California limited partnership (the "Prior Owner ") and the Owner. This opinion is furnished to the Bank pursuant to Section 3.1(e) of the Reimbursement Agreement. This opinion is furnished to the Issuer pursuant to the Assumption Agreement. In our capacity as special counsel to the Owner, we have examined such corporate records, certificates and other documents as appropriate for purposes of our opinion. Upon the basis of the foregoing, we advise you that, in our opinion: 1. The Owner is a real estate investment trust validly existing and in good standing under the laws of the State of Maryland and has all requisite power and authority to conduct its business and to own and lease its properties. 30150415.2 51997 909C 97363996 OWUS :1997 Page 2 2. The execution, delivery and performance by the Owner of the Reimbursement Agreement and the Assumption Agreement are within the Owner's powers, have been duly authorized by all proper and necessary action, do not contravene W any applicable law, ordinance or regulation, or (ii) any contractual restriction binding on or affecting the Owner, and do not result in or require the creation of any lien, security interest or other charge or encumbrance (except those in favor of the Bank or the Trustee as provided in or contemplated by the Reimbursement Agreement, the Loan Agreement or the Indenture) upon or with respect to any of the Owner's properties. 3. No authorization or approval or other action by, and no notice to or filing or registration with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Owner of the Reimbursement Agreement and the Assumption Agreement (except for routine filings in respect of Liens in favor of the Bank or the Trustee as provided in or contemplated by the Reimbursement Agreement., the Loan Agreement or the Indenture). 4. The Reimbursement Agreement and the Assumption Agreement have been duly executed and delivered by the Owner and are the legal, valid and binding obligations of the Owner enforceable against the Owner in accordance with their respective terms. Pursuant to the provisions of Assumption Agreement, all obligations under the various documents described in (Section 31 thereof (the "Existing Bond Documents ") have been fully and properly assumed by the Owner. S. To the best of our knowledge, no action or proceeding is currently pending or overtly threatened against the Owner which would have a material adverse effect on the Owner's ability to perform its obligations under the Reimbursement Agreement or the Assumption Agreement. The opinions hereinabove set forth are subject to the following qualifications and assumptions: 30150415.2 51997 908C 97363998 0__ ^ � 3© MGY _ I q17 A I :1997 Page 3 A. We have assumed (i) all natural persons who are signatories to the documents were legally competent at the time of execution; (ii) the genuineness of all signatures on all executed documents reviewed by us, with the exception of the signatures of the parties executing the documents on behalf of the Owner; (iii) the authenticity and completeness of all documents submitted to us as originals or copies; (iv) the accuracy of all statements contained in all documents reviewed by us; (v) the execution and delivery of the documents with respect to which we are giving an opinion and the entry into and performance of the transactions contemplated in the documents to which we are giving an opinion by all parties other than the owner have been duly authorized by all necessary actions; and (vi) the documents with respect to which we are giving an opinion constitute the legal, valid and binding obligations of all parties thereto other than the Owner, are in full force and effect and are enforceable against such parties, other than the Owner, in accordance with their respective terms. B. Wherever we indicate that our opinion with respect to the existence or absence of facts is based on our knowledge, our opinion is based solely on (i) the current actual knowledge of the attorneys currently with the firm who have represented Owner in connection with the negotiation, execution and delivery of the Reimbursement Agreement and the Assumption Agreement and of any other attorneys presently in our firm whom we have determined are likely, in the course of such representation, to have knowledge of the matters covered by this opinion, (ii) the representations and warranties of the Owner contained in the Reimbursement Agreement and the Assumption Agreement, and (iii) the attached Officer's Certificate. We have made no independent investigation as to such factual matters and have made no inquiries and conducted no due diligence with respect thereto. However, we know of no facts which lead us to believe such factual matters are untrue or inaccurate in any material respect. C. Enforceability of the Owner's obligations under the Reimbursement Agreement or the Assumption Agreement is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally. 30150915.2 61997 908C 97363998 000331 -997 Page 4 D. The availability of equitable remedies, including specific performance, for enforcement of the Owner's obligations under the Reimbursement Agreement or the Assumption Agreement is at the discretion of the court. E. Certain remedies against the Owner under, and other provisions of, the Reimbursement Agreement or the Assumption Agreement (or the Existing Bond Documents referred to therein) may be limited or rendered ineffective by applicable law, including public policy and judicial interpretations thereof, but such limitations do not render the Reimbursement Agreement or the Assumption Agreement (or such Existing Bond Documents) invalid as a whole. Examples of such remedies and provisions include the following; (i) provisions that purport to waive obligations of good faith, fair dealing, diligence and reasonableness; (ii) forum selection provisions that are not binding on courts in the selected forum; (iii) provisions that purport to allow exercise of all. available remedies; (iv) provisions that purport to allow a creditor to use force or cause a breach of the peace in enforcing rights; (v) provisions relating to sale or other disposition of collateral; (vi) provisions that purport to release, exculpate or exempt a party from, or that require indemnification of a party for, liability for such party's own act or inaction if involving negligence, recklessness, wilful. misconduct or unlawful conduct; (vii) severability provisions if the unenforceable provisions constitute as essential part of the bargain; and (viii) provisions that purport to limit judicial discretion regarding the determination of damages and entitlement to attorneys, fees and other costs. 30150415,2 51997 9080 91363999 000332 :997 Page 5 However, it is our view that there exists in the Reimbursement Agreement and the Assumption Agreement (and such Existing Bond Documents) legally adequate remedies for the practical realization of the principal benefits purported to be afforded thereby. Our opinions are limited to the laws of the State of California (except as set forth below) and the laws of the United States (except as set forth below) and the corporate laws of the State of Maryland in effect on the date hereof. We shall have no continuing obligation to inform you of changes in law or fact subsequent to the date hereof or of facts of which we become aware after the date hereof. We have not reviewed and do not opine as to Federal or state taxation, banking, securities or "blue sky" laws, rules or regulations. This opinion is limited to the matters set forth herein. No opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is rendered solely for your benefit and no other person or entity shall be entitled to rely on any matter set forth herein without the express written consent of the undersigned, although we understand that a copy hereof will be furnished to Standard & Poor's Rating Agency in connection with its rating of the Bonds and we hereby consent thereto. Very truly yours, MAYER, BROWN & PLATT By a partner of the Firm 30150915.2 51997 908C 97363999 OFFICER'S CERTIFICATE , 1997 The undersigned, Pamela D. Porter, being a Vice President of Security Capital Pacific Trust, a Maryland real estate investment trust (the "Owner "), hereby certifies as follows: 1. This certificate is made in reference to that certain W Reimbursement Agreement, dated as of June , 1997 (the " Reimbursement Agreement"), by and between Commerzbank Aktiengesellschaft, Los Angeles Branch (the "Bank ") and Owner and (ii) the Assignment and Assumption Agreement, dated , 1997 (the "Assumption Agreement "), by and between Moorpark Le Club, Ltd. (the "Prior Owner ") and the Owner. Al'. terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Reimbursement Agreement, 2. The undersigned is familiar with the transactions contemplated by the Reimbursement Agreement and the Assumption Agreement.. 3. In the course of my duties with the Owner, I am in a position to be familiar with, or I have made inquiry of those personnel of the Owner who are in a position to be familiar with, the following: (a) any judgments, orders, writs, injunctions, decrees, or rules of any court, administrative agency or other governmental authority, and any determination or award of any arbitrator affecting Owner and its execution and delivery of, and /or the performance by the Owner of the Reimbursement Agreement or the Assumption Agreement (the "Court Orders "), (b) any agreement or other instrument to which Owner is a party, or by which its properties or assets are bound, and affecting the execution and delivery of, and /or the performance by the Owner of, the Reimbursement Agreement or the Assumption Agreement (the "Other Agreements", (c) any agreement or other instrument (the "Encumbrance Agreements ") which could cause the creation of any lien, charge or encumbrance on any property or assets of Owner as a result of the execution and delivery of, and /or the performance by the Owner of, the Reimbursement Agreement or the Assumption Agreement by the Owner, and (d) any 'Legal or administrative proceedings pending or to my knowledge overtly threatened before any court or governmental agency against Owner or affecting that certain multi- fami'.y rental residential housing project located in the -. ty of MoorparK: California (the 11Litigation" ) 30150415.2 51997 908C 97363998 000334- 4. The signatures an the Reimbursement Agreement and the Assumption ;agreement on behalf of the Owner are genuine. 5. Except for the following, to my knowledge there are no Court Orders: ( _L _F none, so state) None 6. Except for the following, to my knowledge there are no Other Agreements; (if none, so state):.. None 7. Except for the following, to my knowledge there are no Encumbrance Agreements other than as expressly contemplated by the Reimbursement Agreement and the Assumption Agreement (if none, so state) : None 8. Except for the Following, to my knowledge there is no Litigation (if none, so state): None 9. The Declaration of Trust of Owner, Bylaws, Certificate of Incumbency, and Corporate Resolutions, as certified by the Owner's Corporate Secretary, are each accurate, complete and in full force and effect. None of these documents has been amended in any way. There are no articles of dissolution or other filings or agreements with respect to the existence, organization, or, operation or the Owner. The registered agent of the Owner continues to serve as such. All annual reports required to be filed with the Maryland Secretary of State have been filed and all required fees have been paid in connection therewith. There are no other resolutions of Owner relating i-o the transactions described herein. 10. The representations and warranties set forth in Article IV of the Reimbursement: Agreement are true and correct. This Certificate may be relied upon by Mayer, Brown & Platt in its opinion (the "Opinion") addressed to the Bank in connection with the transaction described herein and may be delivered to, and relied upon by, the Bank in connection with the Opinion. The undersigned consents to the issuance of the Opinion and acknowledges that it: has reviewed the form thereof. 30150415.2 51997 908C 97363998 i 0t)033 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of 1997. 30150915.2 51997 908C 97363998 Pamela D. Porter, a Vice President of Security Capital Pacific Trust -3.