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HomeMy WebLinkAboutDeed of Trust with Assignment of Rents �' � JULIE RODEWALD f�ASK H;;�.�rd::d at the Request ot San Luis Obispo County—CIerWRecorder 4/03�2013 Old Repub�ic Ti?le Con�pany Fr.rorAee�llherequeslol 9:47 AM , p�klend �7 " Public C l I��" ' o o c k: 2013018879 Titles: 2 Pages: RECORDING REQUESTED BY 14 CND WA oyo G aO�RDED MAIL "f0: IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII oMere 0.00 3 0 0 Eas[ Branc h Street PA�D 50.00 Arroyo Grande, CA 93421 Atm: Ciry Clerk (SPnCIi AHOVG FOR RGCORDIiN'S USf:) This Deed o( Trust is recorded at the request and for the benefii of the City of Artoyo Grande and is exempt from the payment of a recording fee pursuant to Govemment Code Sections 6I03 and 27383. DEED OF TRUST WITH ASSIGNMENT OF RENTS (This Deed of Trust Contains an Acceleration Clause) THIS DEED OF TRUST is made this 28'" day of March, 2013, between COURTLAND STREET APARTMENTS, L.P., a Califomia limited partnership ("Trustor"), whose address is 3533 Empleo Street, San Luis Obispo, CA 93401, FIRST AMERICAN TITLE INSURANCE COMPANY (`'Trustee"), and the CITY OF ARROYO GRANDE, a Califomia municipal corporation ("Beneficiary"). 1. Grant In Trust. For the purposes and upon the terms and conditions in this Deed of Trust, Trustor grants, transfers, and assigns to Trustee, in trust, with power of sale and right of entry and possession, the following property and any interest therein (collectively, the `Trust Estate"): (i) the real property located in the City of Arroyo Grande, County of San Luis Obispo, State of California described in Exhibit "A" attached hereto and incorporated herein by this reference ("Real Property"); (ii) all buildings and other improvements and structures now or hereafter located on the Real Property (collectively, the "Improvements" and together with the Real Property shall sometimes be referred to as the "Property"); (iii) all existing and future leases, subleases, subtenancies, licenses, agreements and concessions relating to the use, occupancy or enjoyment of all or any part of the Property, together with any and all guaranties and other agreements relating to or made in connection with any of the foregoing (individually, a "Lease", and collectively, the "Leases"); and (iv) all rents, issues, income, revenues, royalties. profits, proceeds and earnings now or hereaRer payable with respect to or othenvise derived from the ownership, use, management, operation, leasing or occupancy of the Property, including, without limita[ion, cash or securiry deposited under any of the Leases to secure the performance by the lessees of their obligations thereunder (collectively, the "Rents"). 2. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following: (i) payment of the sum of Nine Hundred Thirty Thousand Dollars ($93Q000.00), with in[erest thereon according to the terms of a promissory note or notes of even date herewith made to Trus[or, payable to the order of Beneficiary, and any extensions or renewals thereof(the `'Note"), and all other amounts due under the Note; (ii) Trustor's payment and performance obligations under this Deed of Trust and (iii) payment of additional sums and interest thereon which may hereaRer be loaned to Trustor, or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. 88b02W76-0OOJ 31857i62o0i28�U � 3. Right of Acceleration upon Sale/Encumbrance, Default. In the event Trustor shalL• (i) direcdy or indirecdy, voluntarily or involuntarily, sell, assign, transfer, dispose of, alienate, encumber, lease, or agree to sell, assign, transfer, dispose of, alienate, encumber, or lease all or any portion of any interest in the Property (excluding the lease of the units on the Property in accordance with that certain Regulatory Agreement and Declaration of Covenants and Restrictions between Trustor and Beneficiary dated on or about the date hereof and recorded against the Real Property ("Regulatory Agreement"), the lien of the Permitted Encumbrances, a Permitted Transfer, and any other assignment, transfer, or encumbrance approved in writing by Beneficiary); or (ii) refinance any lien or encumbrance for a loan amount in excess of the then outstanding sum secured by such lien or encumbrance or extend the term of any loan secured by any such lien or further encumber the Property; or (iii) default on any of its obligations set forth in the Loan Documents and fail to cure the default within the applicable cure period, or (d) default on any obligations under any documents relating to any other financing that is secured by the Property, then, or at any time thereafter, Beneficiary, at its option, may declare the entire indebtedness evidenced secured by this Deed of Trust immediately due and payable. This term "Loan Documents" shall mean this Deed of Trust, [he Note, [he Affordable Housing and Loan Agreement between Trustor and the former Arroyo Grande Redevelopment Agency ("Agency") dated March 8, 201 I ("Loan Agreement"), and the Regulatory Agreement, as such agreements may be amended from time to time. Pursuant to Assembly Bill 26 from the 201I-12 First Extraordinary Session of the Califomia Legislature, which was signed by the Governor on June 28, 201 I ("ABxl 26"), all redevelopment agency activities, except continued performance of "enforceable obligations," were immediately suspended. A lawsuit was filed, challenging the constitutionality of ABx I 26 and companion bill ABxI 27 (which would have allowed redevelopment agencies to remain in existence and continue redevelopment, if the legislative bodies that established the agencies elected to participate in a "voluntary al[emative redevelopment program" and make certain remittance payments). The Califomia Supreme Court upheld the constitutionality of ABxI 26, revising the effective dates of certain provisions, and struck down as unconstimtional ABx I 27. (Calrjornia Redevelopment Assn. v. Matosanlos (201 I) 53 Cal.4th 231 (the "CRA Case"). ABxI 26 is chap[er 5, Statutes 2011, First Extraordinary Session, which added Part 1.8 (suspension provisions) and Pan I.85 (dissolution provisions) ("Part 1.85") of Division 24 of the Health and Safety Code. Under the CRA Case, all redevelopment agencies dissolved February I, 2012. On June 27, 2012, the California Legislature passed, and the Govemor signed, Assembly Bill 1484 ("AB 1484"), which, among other things, made certain revisions to certain of the statutes added by ABx I 26, and added Chapter 9 to Part I.85. Pursuant to Health and Safety Code section 34176(a), added by Part I.85 and amended by AB 1484, the City Council of the City of Arroyo Grande adopted its Resolution No. 4421 on January 10, 2012, electing to retain the housing assets and functions previously performed by the Agency. Pursuant to said resolution, all housing assets of the Agency were transferred to Beneficiary on February l, 2012. Pursuant to subdivision (e)(2) of Health and Safety Code section 34176, which subdivision was added by AB 1484, the loan proceeds to be provided pursuant to the Loan Agreement are one of the "housing assets" of [he Agency that was so transferred to Beneficiary. Any capitalized terms contained in this Deed of Trust which are not defined herein shall have the meaning given in the Loan Agreemen[, unless expressly provided to [he contrary. SBL02A136-000J S 187JJ6 2 00728113 '2' 4. Assignment of Rents and Performance of Leases. 4.1 Assignment of Rents and Leases. Trustor hereby irrevocably absolutely and unconditionally assigns and transfers to Beneficiary all of Trustor's right, title and interest in and to the Leases and the Rents; provided, however, [hat so long as no Event of Default (as defined in Section 5.1 below) has occurred and is continuing, Trustor shall have the right under a license granted hereby to collect and receive all Rents as trustee for the benefit of Beneficiary and to apply the amounts so collected first to the payment of costs and expenses associated with the ownership maintenance, operation and leasing of the Property, including, principal, interest and all other amounts required to be paid under the Loan Documents, before using or applying such Rents for any other purpose. No Rents or such other income shall be distributed or paid to Trustor, unless such costs and expenses which are then due have been paid in full. Thereafter, so long as no Event of Default has occurred and is continuing, the balance may be distributed to Trustor. If an Event of Default has occurred and is continuing, Trustor's right to collect and receive the Rents under the license granted hereby shall cease and the license shall be revoked automatically and, pursuant to Section 5.2.1 hereof, Beneficiary shall have the sole right, with or without [aking possession of the Property, to collect all Rents; provided, however, if such Event of Default is cured, then such license shall be automatically reins[ated. This is an absolute assignment and not an assignment for security only. 4.2 Covenants Regarding Leases. Trustor shall not, without the prior written consent of Beneficiary, (i) collect any rent from any lessee for a period of more than one (I) month in advance, or (ii) execute any further assignment of any of its right, tide and interest in the Leases and the Rents, except in connection with financing othenvise approved by the Beneficiary. Trustor shall (i) observe, perform and discharge each and every obligation, term, covenant, condition and agreement of Trustor under the Leases in all material respects, (ii) enforce the performance of each and every obligation, term, covenant, condition and agreement in the Leases to be performed by any lessee or guarantor thereof in all material respects, (iii) use good faith commercially reasonable efforts to keep the Property leased a[ a good and sufficient rental (but at affordable rents in accordance with the Regulatory Agreement) and on such other [erms and conditions as are reasonably acceptable to Beneficiary, and (iv) execute and deliver to Beneficiary upon demand, at any time and from time to time, any and all assignments and other instruments which Beneficiary may deem reasonably advisable to carry out the true purposes and intent of the assignment set forth in Section 4.1 above. 5. Events of DeCault and Remedies. 5.1 Events of Default. Any of the following events shall, at Beneficiary's option,constitute an event of default (an "Event of DefaulY') hereunder. 5.1.1 Failure to Pay. The failure of Trustor to pay (i) within ten (10) days of its due date, any installment of principal or interest under the Note (except at maturity, by acceleration or as part of a prepayment hereunder); (ii) all outstanding principal and accrued interest under the Note at mawrity, by acceleration or as part of a prepayment thereunder, or (ii) within ten (10) days after written notice that same is due, any sum as provided in this Deed of Trust or any other Loan Document or any other instrument or agreement secured hereby (other than as described in the foregoing (i)and (ii)). eavozasa-0oo� sies.�b.:ooarzan� -3- 5.1.2 Failure to Perform. The failure of Trustor to promp[ly and completely observe or perform any term, condition, covenant, agreement or obligation contained in this Deed of Trust, any other Loan Document or any other instrument or agreement secured hereby, and the continuation of such failure following the expiration of any applicable notice, cure or grace period, if any, provided for therein or herein; provided, however, that in the event no cure or grace period is otherwise provided for herein or [herein, such failure shall not be an Event of Default hereunder if Trustor observes or performs such term, condition, covenant, agreement or obligation within thiny (30) days of receipt of written notice from Beneficiary of Trustor's failure to observe or perform any such term, condition, covenan[, agreement or obligation (or if not reasonably susceptible of cure within thirty (30) days, then for a reasonable time thereafter provided the cure is commenced in thirty (30) days and diligenNy and continuously prosecuted to a cure within ninety (90) additional days thereafter). 5.1.3 Other Defaults. The occurrence of any "default" or "Event of DefaulP' under any of the other Loan Documents (as defined therein) or any other instrument or agreement secured hereby and the continuation of such "defaulP' or"Event of DefaulP' following the expiration of any applicable notice, cure or grace period, if any, provided for in such other Loan Document or such other instrumen[or agreement secured hereby. 5.1.4 Limited Partner Cure Rights. During any period in which there is a tax credit investor admitted as a limi[ed partner of Trustor, in the event Trustor fails to commence or complete a cure of a Trustor default within any applicable cure period set forth above and such limited partner notifies Beneficiary in wri[ing prior to the expira[ion of the required time period to commence the curing of the default that the limited partner will cure the default (or if Trustor timey commences the cure but fails to compete the cure within the applicable cure period, the notice shall be provided before [he expiration of the cure period), then [he cure period provided for any monetary default shall be extended by ten (10) days and Ihe cure period provided for any non-monetary default shall be extended by thirty (30)days. 5.2 Remedies. During the existence of any Event of Default, Beneficiary may, at its option, declare all indeb[edness secured hereby, and Ihe same shall thereupon become, immediately due and payable without any presentment, demand, protest or notice of any kind. Thereafter, Beneficiary may, at its option: 5.2.1 Termination of License. Subject to the provisions of Section 5.1 hereof, terminate Trustor's right and license to collect the Rents, and either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of its security, en[er upon and take possession of the Trust Estate or any part thereof, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Trust Estate, or any part thereof or interest therein, make, modify, enforce, cancel or accept the surrender of any Lease, increase the income therefrom or protect the security hereof and, with or without taking possession of the Trust Estate, sue for or othenvise collect the Rents, including those past due and unpaid, and apply the same, less reasonable, actual, out-of-pocket costs and expenses of operation and collection, including, without limitation, reasonable, actual, out-of-pocket attomeys' fees, upon any indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon and taking possession of all or any portion of the Trust Estate, the collection of such Rents and the application thereof as aforesaid, or any of such acts, shall not BBL07945b-0001 31833162 e0128/U '4- cure or waive any Event of Default or recorded notice of default hereunder or invalidate any notice or act done in response to such Event of Default or pursuant to such notice of default and, notwithstanding the continuance in possession of all or any portion of the Trust Estate or the collection, receipt and application of Rents, Trustee or Beneficiary shall be entided to exercise every right provided for in any of the Loan Documents or by law during the existence of any Event of Default, including the right to exercise the power of sale. Failure of Beneficiary at any time, or from time to time, to collect the Rents shall not in any manner affect the subsequent enforcement of Beneficiary of[he right to collect the same. 5.2.2 Appointment of Receiver. As a matter of ri�ht and without notice to Trustor or anyone claiming under Trustor, and without regard to the Ihen value of the Trust Estate or the interest of Trustor therein, to apply to any court having jurisdiction to appoint a receiver or receivers of the Trust Estate, and Trustor hereby irrevocably consents to such appointment and waives notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of entry as provided in this Deed of Trust and shall continue as such and exercise all such powers until the later of(i) the date of confirmation of sale of the Trust Es[ate, (ii) [he disbursement of all proceeds of the Trust Es[a[e collected by such receiver and the payment of all expenses incurred in connection therewith, and (iii) the termination of such receivership with the consen[ of Beneficiary or pursuant to an order by a court of competent jurisdiction. 5.2.4 Judicial Foreclosure of Deed of Trust. Commence an action to foreclose this Deed of Trust as a mortgage, or specifically enforce any of the covenants hereof. 5.2.5 Power of Sale. Deliver to Trustee a written declaration of default and demand for sale, and a written no[ice of default and election to cause Trustor's interest in the Trust Estate or any portion thereof to be sold, which notice Trustee or Beneficiary shall cause to be transmitted and recorded, if applicable, in accordance with goveming law. Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trus[. Trustee shall, without demand on Trustor or Obligor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and after Notice of Sale having been given as required by law, sell the Trust Estate at the time and place of sale fixed by it in said Notice of Sale, either as a whole, or in separate lots or parcels or items as Beneficiary shall deem expedient, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. Trustor hereby expressly waives any right which it may have to direct the order in which any of the Trust Estate may be sold when it consists of more than one lot or parcel, and such order of sale, whether in a single sale or in multiple sales held on different days or at different times, shall be at the sole discretion of Beneficiary. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of[he truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale to the extent permitted by law. After deducting all costs, fees and expenses of Trustee and of this Deed of Trus[ and all reasonable, acwal out-of-pocket costs, fees and expenses of Beneficiary, including reasonable, actual, out-of- pocket costs of evidence of tide, and attomeys' fees of Trustee and Beneficiary, in connection 88L014156-0007 S ILSA6 7 e07R8/U 'S- with such sale, and subject to applicable law, Trustee shall apply, in the following priority, the proceeds of sale to payment of: (i) first, all sums expended under the terms hereof, not then repaid, with interest thereon according to the terms of[he Debt Instrument, (ii) second, all other sums then secured hereby, in such order of priority and in such proportion as Beneficiary in its sole discre[ion may elect, and (iii) Ihe remainder, if any, to the person or persons legally entitled thereto. Subject to applicable law, Trustee may postpone the sale of all or any portion of the Trust Estate by public announcement at the time and place of such sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement or subsequently noticed sale, and without further notice make such sale at the time fixed by the last pos[ponement, or may, in its discretion, give a new notice of sale. 5.2.6 Other Remedies. Exercise all other rights and remedies provided herein, in any Loan Document or other document or agreement now or hereafter securing all or any portion of the obligations secured hereby, or provided by law. During the existence of an Event of Default hereunder, Beneficiary may proceed in any sequence to exercise its rights hereunder with respect to all or any portion of the Trust Estate. 5.3 Remedies Not Exclusive; Waiver. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the Loan Documents to Trustee or Beneficiary, or to which either of them may be otherwise entided, may be exercised concurrentty or independendy, from time to time and as often as may be deemed expedient by Trustee or Beneficiary. If there exists additional security for the obligations secured hereby, Beneficiary, at its sole option, and without limiting or affecting any of the rights or remedies hereunder, may exercise any of the rights or remedies to which it may be entiNed hereunder either concurrently with whatever rights it may have in connection with such other security or in such order and in such manner as Beneficiary may deem fit without waiving any rights with respect to such other security. 6. Actions Affecting Property. Trustor shall give Beneficiary and Trustee prompt written notice of the assertion of any claim with respect to, or the filing of any action or proceeding purporting to affect the Property, the security hereof or the rights or powers of Beneficiary or Trustee. Trustor shall appear in and contest any such action or proceeding and shall pay all costs and expenses, including cost of evidence of tide and attomey's fees, in any such action or proceeding. 7. Benefciary Expenditures. If any action or proceeding is commenced that would materially affect Beneficiary's interest in the Property, or ifTrustor fails to pay any indebtedness secured by the Property or that could result in a lien being recorded against the Property, or if Trustor fails to comply with any provision of this Deed of Trust or any Loan Documents, including bu[ not limited to Trustor's failure to discharge or pay when due any amounts Trustor is required to discharge or pay under this Deed of Trust or the Loan Documents, Beneficiary on Trustor's behalf may (but shall not be obligated to) take any action that Beneficiary deems appropriate, including but not limited to discharging or paying all taxes, liens, securiry interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insurins, maintaining and preserving the Property. All such expenses, together with interest thereon from the date of such expenditures at the rate of ten percent (10%) per annum or the 887/029i56-0003 7185J76 3 a0JR8l13 "6- maximum legal rate then applicable, whichever is less ("Default Interest Rate"), from the date of such expenditure until [he date paid, will become a part of the indebtedness secured by this Deed of Trust and, at Beneficiary's option, will (a) be payable upon demand, (b) be added to the balance of the Note and be payable on Ihe same terms as the original amount provided thereunder, or (c) be treated as a balloon payment which will be due and payable upon the maturiry date of[he Note. This Deed of Trust shall secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Beneficiary may be entitled upon a default. 8. Liens and Encumbrances. Trus[or shall pay and promptly discharge, at Trustor's cost and expense, all taxes and assessments, liens, encumbrances and charges upon the Property, or any part thereof or interest therein, including any other financing secured by the Property as such payments become due. If Trustor shall fail to pay any such amount or [o remove and discharge any such lien, encumbrance or charge, then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but shall not be obliga[ed [o, discharge the same, either by payin� the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by depositing in a court a bond or the amount claimed or othenvise giving security for such claim, or by procuring such discharge in such manner as is or may be prescribed by law. Trustor shall, immediately upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing rights, together with interest thereon from the date of such expenditure at the Default Interest Rate. This Deed of Trust shall secure payment of these amounts and all o[her amounts payable under this Deed of Trust. S. Extended Use Agreement. Beneficiary acknowledges that Trustor intends to enter into an extended use agreement with the Califomia Tax Credit Alloca[ion Committee (CTCAC), which constitutes the extended low-income housing commitment described in Section 42(h)(6)(B) of the Intemal Revenue Code (IRC), as amended ("Extended Use AgreemenY'). As of the date hereof, IRC Section 42(h)(6)(E)(ii) does not permit the eviction or termination of tenancy (other than for good cause) of an existing tenant of any low-income unit or any increase in the gross rent with respect to such unit not otherwise pertnitted under Section 42 for a period of three (3) years after the date the building is acquired by foreclosure or instrument in lieu of foreclosure. In the event such an Extended Use Agreement is recorded against the Property, the Beneficiary agrees to comply with the provisions set forth in IRC Section 42(h)(6)(E)(ii) with respect to any unit that is regulated by the Extended Use Agreement. 9. Incorporation of Fictitious Deed of Trust. To pro[ect the security of this Deed of Trust, and with respect to the Property above described, Trustor expressly makes each and all of the a�reements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in the book and at the page of Ofticial Rewrds in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUAT' OOOA PAGE COU]TY OOOA PAGF: COU\TV BOOK PAGG COU\TY BWA PAGIi Alamcdo 1788 556 Aings B58 713 Placcr 1038 3'!9 S�am J8 I87 Alp�ne J 130.31 I.oAe �l7 I10 Plww 166 UO] Snliyou 506 163 Amidor UJ �SB Ixun 191 J67 Rnrnide 1778 149 Solaro 128] 671 Bune U30 SU LmMgelcs T-Je]B 89a Sacmmento 7079 12d Soroma 1067 O]'! CWavvas 183 J78 Nvdcm 911 Ufi Son Bcmio 300 A03 Sunisl�us 19]0 56 88L079�56-0OOJ SI857)6.3 e07/!8/IJ '7" Caluso 33) J91 Mann 18C9 112 Sunl.ui�Ob�spo 6211 ]68 Suner 677 585 Conw Cosm 468a I Mnnposn 90 45) San Fmncisco A-8Pt 596 Tehamo �57 183 Del,�'ane 101 549 \fendoc�no 667 99 Sonlooquin 2835 ]83 Tnnity 108 595 lil Dorvdo ]0.1 673 Mcrc<d 1660 '!57 Son Luie Obispo 1311 137 Tulert 3570 108 Fas�ro 5057 62J Modoc 191 9) Son Mu�w a]]8 175 Tuolumnc I]] 160 Glenn �69 76 Mone 69 702 Sanu Berbuv 7065 A81 Venmm 1607 7)] Ilumbold� 801 8J Monmiey 157 279 SunloClnm 6626 66C Yolo ]69 16 Impenol 1189 701 Nepo 7W 7J2 tiunm Cw 16J8 607 Yuba J98 693 Inyo 165 6]2 �evuda 367 94 Shssu 800 bl3 Aem 7]56 690 Omnyc ]Ie7 IB Sen Dlcgo SERIFS 5 Book 1964,Pnge IJ977d shall inure to and bind the parties hereto, with respect to the Property. Said agreements, terms and provisions contained in said subdivision A and B are by the within reference [hereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein. (signatures on next page) aevo�ea�a-0ooa 7185A6 2 o0J/te/I7 'g" Trustor has caused this Deed of Trust to be executed as of the date set forth above. "TRUSTOR" COURTLAND STREET APARTMENTS, L.P., a Califomia limited partnership By: People's Self-Help Housing Corporation, a Califomia nonprofit public benefit corporation, its General Pa� By: Name: 1� E1 L'F��� �i AJ�N(� Tide: I?��S I� - lUJ esvo�wsQOOO} 51857361 o0JR8/13 -9- State of California ) Counry of.��*:,�5� ) On�r�rc �Qf�? , before me, �s��-arr<fP . �/r�.�u`n. l�bl c , (inxn name and itle of the o iccr) Notary Public, personally appeared Srr.r��e �7vncan , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(sX''�slare subscribed to the within instrument and acknowledged to me tha[-ke s�e,%Naey executed the same in '•hrs�i�"�kHeic authorized capacity(ics3, and that by his(��D/4�eir signa[urefs) on the instrument the person(s} or the entity upon behalf of which the person� acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is [rue and correct. W IT'NESS my hand and official seal. �Nico F.�qpa� Commisaion I 1923082 � •'D Nolary Public•Calllomle San�uis ODispo County . M Comm. Ex ues Feb 20.2015 r SignaWre .,�iu.2? � �n�zc� e �o � G�,� sevoz9us�000a 5185776.7 o03R8/17 '�Q' Thc following is a copy of Subdivisions A and B of thc fictiliou5 Dccd of Tnut mcordcd in each counly in California as stated in�hc forcgoing Deed of Truct end incorporated by rcference in snid Dccd of'I'rus�ss bcing a part�hercof as if set fonh at Icngth�hercin. A. To protect�he secunry of this Deed of Trus6 Truslor egrccs: I) To kcep said propeny in good condition and repair,not to rcmovc or demolish any building lhcrcon;to complcic or restore promplly end in a good end workmanlikc manncr any building which may be conswcle4 damagcd or desiroyed thcreon and lo pay �vhcn due ell claims for labor performcd and maleriels(umishcd Iherefor,to comply with all laws aRccting said propcny or requiring any al�crelions or improvcmcnLS�o bc madc�hcnron:not to commil or permit was�c�ha�eof,not to commit,sufTtt or pertnit any ecl upon said propcny in violation of law;to cultiva�e,irtigale, fcrtiliu, fumigatc,prunc and do ell othcr acis which Rom�hc charaqer or usc of said property may be reasonebly nccessary,lhe spccific cnumereiions hcrcin no1 ezcluding thc gcneral. 2) To providc, meinlain and dclivcr Io Beneficiery firc insurance salisfactory to and with loss payable to Bcncficiery. Thc emounl collec�cd undcr any fire or athcr insurance policy may be epplied by Dcncficiary upon eny indcbl�dness securcd hcreby end in such order as Beneficiary may detertninc. or at thc option of Dcncficiary Ihe entirc emounl so collectcd or any pan Ihcrco(may bc rcicazcd m Trustor. Such applicauon or rcicnsc shell nol curc or waive any defeull or notice of defeult hcrwnder or invahdate eny act donc pursuant to such nolice. 1) To appcar in and defend any action or procecding purponins lo effcct Ihe securiiy hcrcof or Ihe righLS or powers of Bcncficiary or Trustcc;end lo pay all costs end cxpcnses, includmg cos�of evidence of litic and atlomey's fccs in a reatonablc sum,in any such ac�ion or procecding in which Ijeneficiery or Trus�ec mey eppcar,end in any suit brought by 13eneficiary�o foreclose this Deed. 4) To pay: at IcaS�tcn days bcforc delinqucncy all tazes end ass�ssmcnts afTecung said propcny, including asscssments on appurtcnant weter slock:whcn due,all encumbrenccs,charges and liens,with intcros�,on said propcny or any part thcrmf, which appcar to be prior or superion c�rcto;all cos�s.(ces end ezpenses of Ihis Tnul. ShoWd Trustor fail io mekc any payment or to do any ecl az haein providcd, ihen 13eneficiary of Tnutec, bul wi�Aoul obligation w lo do end wilhoul no�icc to or demand upon Truslor and wilhoul relcating Trustor from eny obliga�ion hereof,mey:makc or do ihe same is such menncr and lo such exlcnt az ci�h«may deem necessary lo prolea Ihe ucurily hcrcof, Beneficiary or Trustec bcing aulhorirxd to cnlcr upon said pmpeny for such purposes:appear in and dcfcnd any aclion or procccding purponing lo affccl the sccurity hcreof or Ihe nghls or powcrs of Beneficiery or Truslce:pay,purcha5e,conlcst or compromise any rncumbrena:,charge or licn which in �hc judgmcnt of eiiher appeers to bc prior or superior herc�o; and, in cxercising any such powers, pay neccssary cxpenses. cmploy counsel and pay his reasonable fea. 5) To pay immediately and wilhoul demand all sums so cxpcndcd by Brne�ciary or Tnu0.c, wilh interest from lhc date of czpcnditure at Ihe emount alloaed by law in efTect al lhe dalc hncoL end lo pey for any slatcmcnt provided for by law in ciTecl at Ihc datc hereof regarding Ihc obligation secured hereby eny arnount demanded by Ihc 6cncficiary no��o excecd the maximum allowed by law el Ihc limc whcn said sletemenl is demendcd. B. II is mutually agrced: I) That any a�vard in conncclion wilh eny condemna�ion for public LLsc of or injury to seid property or any pan thcrcof is hcrcby assigneA and shall bc paid to Bcnc�ciery who may apply or rcicasc such moneys received by him in Ihe same menncr end wilh Ne same elTect as abovc providcd for disposilion of procceds of firc or olher insurence. 2) Thal by accepting pa��ncm of eny sum secured htteby eftcr iLS duc date, Beneficiery docs not waivc his nght cithcr to requirc prompt paymcnt when due of all olher sums so sccurcd or lo declere defeult for feilure so to pay. 3) That at eny limc or from lime ro lime,wilhout liabilily Iherefor and wilhoul nolicc,upon wniten requesl of Dcneficiary end pracnlelion of this 0.cd and said frole for cndorscmcm, and wilhoul alTectin6 Ihc personal Iiabiliiy of any person for paymrnt of Ihc indcbicMess ucured hereby,Trustce may:rcconvcy any pan of said propcny;cortscnt lo the making of eny map or plat thereof;join in grenling any easemcnl th«con,orjoin in any eztension agrccmcnt or eny agrcement subordinaung thc licn or charge hereof. 4) That upon wntlen requcst of Dcncficiary s�ating Iha�ell sums ucurcd hcrcby havc bcen paid,end upon surtcnder of this Dccd and seid nole Io"1'rusltt for canccllalion and retenlion or other disposition as l'rustce in its solc discretion may choose end upon paymcnt of its fees, 'I'rustcc shall reconvcy, wilhoW wartanty, the propeny Ihcn hcld hcrcunder. 'I'he recimis in such rcconveyance of any meucrs or facl5 shall be conclusivc proof of Ihc wlhfulness�hereof The GroNCC in such rcconveyence may bc dacribcd as"the person or persons legelly cnliticd thcreto" 5) 7Lat as addilional sceurity.'fnumr hereby gives lo end confcrs upan l3enefinary Ihc nght,powcr and authoriry,dunng Ihc con�inuencc of�hcsc Trusts,�o wllec��he rcnts,issues and profi�s of said property.rcserving umo Trustor�hc right,pnor co any Mfault by Tnutor in paymenl of eny indebteMcss sccurcd hereby or in Ihe performancc of any agreemenl hereunder,to collect end retein such rcnts, issues and pmfiLS az thcy bccomc duc and payable. Upon eny such Mfault.Bcne�ciary may el any timc withom notice,eilher in person,by egenl,or be a receiver to bc appoinlcd by a coun,and wilhout regerd lo Ihc adcquacy of any securiry far Ihc indeb�eMess hercby secured entcr upon and iakc posscssion of said propeny or nny pan�hcrcof,in his own name sue for or othcrwix collec�such renls, issucs.and profils, including those past duc end unpaid,end apply the same.less costs and cxpcnscs of operalion end collcttion, inctuding reazonable aitorney's tecs, upon eny indcbtcdncss sccured hercby, ond in such ordcr az Brneficiary may dcicrtninc. The cmcnng upon and taking possession of said propcny, thc collcctins of such renis, issucs and profiis and Ihe applice�ion ihcreof az e(oresoid,shall not curc or waivc any default or notice of defeuh hc¢undcr or invalidatc any aa done pursuant lo such noticc. 6) That upon dcfault by'I'rustor in payment of any indcbtedncss sccurcd hereby or in the perfortnancc of eny agreemem hereunder, Beneficiary may declere all sums secured hereby immedialcl}'due and payable by delivery to Tnutce of written declaration of dcfault and demand for sale end of wriltrn notice o(Mfaull end of clection to cause to be sold seid ptoprny, which notice Truslce shell cauu to be filed for record. Beneficiery also shall deposit w�th Tru5lee Ihis Deed said note and ell documenis evidencing czpendiiures sccurcd hcrcby. Afler 1he lapse of such lime as may lhen be required by lew following thc recordation of seid nolice of Mfault,and notice o( salc having bcen givrn a5 lhen required by law,Trustec.withoul dcmand on'I'rustor,shall sell said pmpcny al Ihc time nnd place fixcd by il in seid notice of sale,eilher as a whole or in separale parcels,end in such order es it may detertnine,el public euciion lo Ihe highes� biddcr for cash in lawful moncy of Ihe Unilcd Slales,payable et lime of salc. Trustcc may pos�ponc sale of all or eny portion of said propeny by public ennouncement at such time and place of sale, and From �ime �o time therealler may postpone such sale by public announcement a�the time fixed by Ihe preceding pos�ponement. l'rustee shall deliver lo such purchnser iLS deed conveying the propeny B87/019a56-000J 51853Jb7o0728/Il -� �' so soid but without any wvenanl or wertanty,capress or implied. 'I'he recitals in such deed of any matters or fac�s shall be conclusivc proof of Ihe wthfulness Ihereof. Any person, including'1'rusmr.Trustcc,or Bcneficiep�as hereinafter dcfined, may purchasc al such sale After deducting all cos6,fees and expertses of Truslcc and of ihis Trust,including wst of evidence of title in conneclion with salc, Truslee shell apply the procccds of ule lo payment of� ell sums cxpcnded under Ihe tertns hcrcof, not IAen repai4 with accrued imeresl el Ihe emount allowcd by law in effecl el the date hcrcof;all o�her sums then securcd hcrcby:and Ihe remeindcr,if any,to Ihe person or persons legally cmitled Ihereto. 7) Bcncficiary,or any successor m ownership of any indebtedness secured hcrcby,may Gom lime lo time,by ins[rumenl in writing, subslitWe a successor or succcssors to any "1'ruslce named herein or acting hereunder, which instnuncnt, cxeculed by Ihc Bcncficiary and duly acknowledged end recorded in the o1Tce of Ihe rewrder of thc county or counues where seid proptRty is suueted shall be conclutive proof of proper substi�ution of such successor Tnutec ar Trustep,who shall,without convcyancc from Ihe Trustcc predeccssor, succccd to all its title, eslate, nghts. powcrs and dWies. Said instrument must contain �hc name of the original Truslor, Tnulee and Bcneficiary hcreunder,the book and pagc whcre th�s Dced is recorded and ihc namc and address of Ihe new Ttus�ce. 8) "fhel this Deed epplics to,inures Io lhe benefit of,end bind5 all panies hereto,Iheir heirs,legatccs,devisees,administrators, cxecutors, successors and assigns. The lertn 6ene�ciary shall mean Ihe owner and holdcr, including pledgea, of thc nole secured hereby,whelher or not namcd as Beneficiary herein. In this Dccd,whcncver Ihe contezl w requires,thc mazculine gender includes Ihe feminine and/or neutcr,and tAC singular number includes lhe plural. 9) That Trustee accepts this Tnu�when this Ueed,duiy execWCd and acknowledgeA, a mede a public record at provided by law. Tnu�ec is not obligaled to noufy any party hereto of pcnding sale under any olher Iked of Tnul or of any aclion or procttding m which'fnutor,Heneficiary or Truslcc shall bc a party unlas brought by Trus�ce BBLO14776-0003 5185376 2 u0JR8/I J '�2' EXHIBIT "A" LEGAL DESCRIPTION OF REAL PROPERTY All that certain real property situated in the CITY OF ARROYO GRANDE, County of SAN LUIS OBISPO, State of CALIFORNIA, described as follows: PARCEL 2 AS DESCRIBED IN THAT CERTAIN CERTIFICATE OF COMPLIANCE RECORDED JULY I5, 2009 AS DOCUMENT NO. 2009-038586 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER AND MORE FULLY DESCRIBED AS FOLLOWS: A PORTION OF LOT I OF THE J.F. BECKETT'S GRAND AVENUE TRACT, IN THE CITY OF ARROYO GRANDE, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP FILED SEPTEMBER 26, 1891 IN BOOK B, PAGE 75 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND THAT PORTION OF BLOCK 114 OF THE TOWN OF GROVER, IN THE CITY OF ARROYO GRANDE, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP FILED NOVEMBER 23, 1892 IN BOOK A, PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND THAT PORTION OF REMAINDER OF TRACT 2471, IN THE CITY OF ARROYO GRANDE, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP FILED AUGUST 16, 2004 IN BOOK 24, PAGES 9, 10 AND I I OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OP SAID COUNTY, AND BEING THE SOUTH 172.25 FEET OF THE FOLLOWING DESCRIPTION; BEGINNING AT THE NORTHEAST CORNER OF LOT I OF TRACT 2158, IN THE CITY OF GROVER BEACH, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP FILED MAY 2, 1994 IN BOOK 17, PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE EASTERLY LINE THEREOF AND ALONG THE EAST LINE OF THE LAND DESCRIBED IN DEED TO JOHN BRADLEY FORDE AND ANITA MADELINE FORDE IN DOCUMENT NO. 2003-122906 FILED OCTOBER 22, 2003 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SOUTH 03° 14' S1" WEST, 645.07 FEET TO THE NORTH WEST CORNER OF LOT 7 OF SAID TRACT 2471; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT 2471 AND THE NORTHERLY LINE OF TRACT 2260 PHASE 1, IN THE CITY OF ARROYO GRANDE, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP FILED NOVEMBER 3, 2000, IN BOOK 19, PAGE 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY THEREOF, SOUTH 86° 45' 35" EAST, 411.86 FEET TO A POINT ON THE WESTERLY LINE OF AN EXISTING 50-FOOT EASEMENT FOR ROAD PURPOSES, AS SHOWN ON PARCEL MAP AG 00-301, IN THE CITY OF ARROYO GRANDE, COUNTY OF SAN LUIS OBISPO, STATE OF CAUFORNIA, ACCORDING TO MAP FILED JUNE 25, 2002 IN BOOK 56, PAGE 54 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, WHICH POINT IS 887/029J56-0003 51 BS1J6 2 o03R8/I J '�3" SOUTH 86° 45' 35" EAST, 7.00 FEET FROM THE NORTHEAST CORNER OF LOT 84 OF SAID TRACT 2260 PHASE 1; THENCE ALONG THE WESTERLY LINE OF SAID 50-FOOT EASEMENT FOR ROAD PURPOSES, NORTH 03° 14' 46" EAST, 645.00 FEET TO A POfNT ALONG THE SOUTHERLY RIGHT-OF-WAY OF EAST GRAND AVENUE; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LiNE THEREOF, NORTH 86° 45' 00" WEST, 41 1.84 FEET TO THE POINT OF BEGINNING. Assessor Parcel No(s).: 077-131-053 077-131-055 aevo��sb-000s S 185376 2 u0JR8/I3 '�4" �p pF DOCUMEN7