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HomeMy WebLinkAboutDeed of Trust with Assignment of Rents (2) • JULIE RODEW - RT —� San Luis Obispo C CIerWRecorder 9/04/2013 Recorded at the request of 9:42 AM Public D o C t : 2013051251 Titles: 2 Pages: 14 RECORDING REQUESTED BY Taxes 0.00 City of Arroyo RGEdRDED MAIL TO: I IIII II III I III 1010 11111 Taxers 0.00 300 East Branch Street PAID $0.00 Arroyo Grande, CA 93420 Attn: City Clerk (SPACE ABOVE FOR RECORDER'S USE) This Deed of Trust is recorded at the request and for the benefit of the City of Arroyo Grande and is exempt from the payment of a recording fee pursuant to Government Code Sections 6103 and 27383. DEED OF TRUST WITH ASSIGNMENT OF RENTS (This Deed of Trust Contains an Acceleration Clause) THIS DEED OF TRUST is made this 13 thy of August, 2013, between COURTLAND STREET APARTMENTS, L.P., a California limited partnership ("Trustor"), whose address is 3533 Empleo Street, San Luis Obispo, CA 93401, FIRST AMERICAN 111 LE INSURANCE COMPANY ("Trustee"), and the CITY OF ARROYO GRANDE, a California 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 hereafter payable with respect to or otherwise derived from the ownership, use, management, operation, leasing or occupancy of the Property, including, without limitation, cash or security 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 Four Hundred Thousand Dollars ($400,000.00), with interest thereon according to the terms of a promissory note or notes of even date herewith made to Trustor, 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 of its obligations under this Deed of Trust; and (iii) payment of additional sums and interest thereon which may hereafter 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. I I 88210294560003 57758142 0328/13 3. Right of Acceleration upon Sale/Encumbrance, Default. In the event Trustor shall: (i) directly or indirectly, 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 residential units on the Property to income-eligible households in accordance with that certain Regulatory Agreement and Declaration of Covenants and Restrictions between Trustor and Beneficiary dated March 28, 2013 and recorded against the Real Property on April 3, 2013, as Instrument No. 2013-018875 ("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, the Note, the Affordable Housing and Loan Agreement between Trustor and the former Arroyo Grande Redevelopment Agency ("Agency") dated March 8, 2011, as modified by that certain Amendment No. 1 to Affordable Housing and Loan Agreement dated on or about the same date hereof("Loan Agreement"), the Promissory Note Secured by Deed of Trust executed by Trustor and dated March 28, 2013 ("First City Loan Note") the Deed of Trust with Assignment of Rents dated March 28, 2013 executed by Truster and recorded against the Real Property on April 3, 2013, as Instrument No. 2013-018879 ("First City Loan Deed of Trust"), and the Regulatory Agreement, as such agreements may be amended from time to time. Pursuant to Assembly Bill 26 from the 2011-12 First Extraordinary Session of the California Legislature, which was signed by the Governor on June 28, 2011 ("ABa1 26"), all redevelopment agency activities, except continued performance of "enforceable obligations," were immediately suspended. A lawsuit was filed, challenging the constitutionality of ABxl 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 alternative redevelopment program" and make certain remittance payments). The California Supreme Court upheld the constitutionality of ABx1 26, revising the effective dates of certain provisions, and struck down as unconstitutional ABx1 27. (California Redevelopment Assn. v. Matosantos (2011) 53 Ca1.4th 231 (the "CRA Case"). ABx1 26 is chapter 5, Statutes 2011, First Extraordinary Session, which added Part 1.8 (suspension provisions) and Part 1.85 (dissolution provisions) ("Part 1.85") of Division 24 of the Health and Safety Code. Under the CRA Case, all redevelopment agencies dissolved February 1, 2012. On June 27, 2012, the California Legislature passed, and the Governor signed, Assembly Bill 1484 ("AB 1484"), which, among other things, made certain revisions to certain of the statutes added by ABx1 26, and added Chapter 9 to Part 1.85. Pursuant to Health and Safety Code section 34176(a), added by Part 1.85 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 1, 2012. Pursuant to subdivision (e)(2) of Health and Safety Code 882/029456-0003 57758143 a03128/13 -2- • • section 34176, which subdivision was added by AB 1484, administration of the Loan Agreement is a housing function of the Agency that was so transferred to the City, and the loan proceeds to be provided pursuant to the Loan Agreement are one of the "housing assets" of the 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 Agreement, unless expressly provided to the contrary. 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, that so long as no Event of Default (as defined in Section 5.1 below) has occurred and is continuing, Truster 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 fast 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 Truster, 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 Truster. 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 taking possession of the Property, to collect all Rents; provided, however, if such Event of Default is cured, then such license shall be automatically reinstated. 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 (1) month in advance, or (ii) execute any further assignment of any of its right, title and interest in the Leases and the Rents, except in connection with financing otherwise approved by the Beneficiary. Truster shall (i) observe, perform and discharge each and every obligation, term, covenant, condition and agreement of Truster 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 at a good and sufficient rental (but at affordable rents in accordance with the Regulatory Agreement) and on such other terms 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 Default 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 Default")hereunder: 6821024156-0003 snsmia0326n3 -3- 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 Now at maturity, 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)). 5.1.2 Failure to Perform. The failure of Trustor to promptly 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 therein, such failure shall not be an Event of Default hereunder if Trustor observes or performs such term, condition, covenant, agreement or obligation within thirty (30) days of receipt of written notice from Beneficiary of Trustor's failure to observe or perform any such term, condition, covenant, 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 diligently and continuously prosecuted to a cure within ninety (90) additional days thereafter). 5.13 Other Defaults. The occurrence of any "default" or "Event of Default" under any of the other Loan Documents (as defined therein) or any other instrument or agreement secured hereby and the continuation of such"default" or"Event of Default" following the expiration of any applicable notice, cure or grace period, if any, provided for in such other Loan Document or such other instrument 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 limited 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 writing prior to the expiration 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 the expiration of the cure period), then the cure period provided for any monetary default shall be extended by ten (10) days and the 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 indebtedness secured hereby, and the 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, enter 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 8811029456-0003 5775814.2.0328/13 -4- • • 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 otherwise 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 attorneys' 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 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 entitled 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 the right to collect the same. 5.2.2 Appointment of Receiver. As a matter of right and without notice to Trustor or anyone claiming under Trustor, and without regard to the then 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 Estate, (ii) the disbursement of all proceeds of the Trust Estate collected by such receiver and the payment of all expenses incurred in connection therewith, and (iii) the termination of such receivership with the consent 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 notice 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 governing 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 Trust. 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 882/029456-0003 57758141 403/28/13 -5- • 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 the truthfulness thereof. My 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 Trust and all reasonable, actual out-of-pocket costs, fees and expenses of Beneficiary, including reasonable, actual, out-of- pocket costs of evidence of title, and attorneys' fees of Trustee and Beneficiary, in connection 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 the Debt Instrument, (ii) second, all other sums then secured hereby, in such order of priority and in such proportion as Beneficiary in its sole discretion may elect, and (iii) the 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 postponement, 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 entitled, may be exercised concurrently or independently, 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 entitled 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 title and attorney's fees, in any such action or proceeding. 7. Beneficiary Expenditures. If any action or proceeding is commenced that would materially affect Beneficiary's interest in the Property, or if Trustor fails to pay any indebtedness secured by the Property or that could result in a lien being recorded against the Property, or if a82n294560003 57758141 03i2*/13 -6- • • Trustor fails to comply with any provision of this Deed of Trust or any Loan Documents, including but 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, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, 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 maximum legal rate then applicable, whichever is less ("Default Interest Rate"), from the date of such expenditure until the 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 the same terms as the original amount provided thereunder, or (c) be treated as a balloon payment which will be due and payable upon the maturity date of the 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. Trustor 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 to 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 obligated to, discharge the same, either by paying 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 otherwise 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 other amounts payable under this Deed of Trust. 8. Extended Use Agreement. Beneficiary acknowledges that Trustor intends to enter into an extended use agreement with the California Tax Credit Allocation Committee (CTCAC), which constitutes the extended low-income housing commitment described in Section 42(h)(6)(B) of the Internal Revenue Code (IRC), as amended ("Extended Use Agreement"). 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 permitted 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. 8821029456-0003 5775814.2.0328/13 -7- • S . 9. Incorporation of Fictitious Deed of Trust. To protect the security of this Deed of Trust, and with respect to the Property above described, Trustor expressly makes each and all of the agreements, 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 Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Rings 858 713 Placer 1028 379 Siva 38 187 Alpine 3 130-31 Lake 437 110 Plumes 166 1307 Sisluyou 506 762 Amnia 133 438 lasses 192 367 Rib,.side 3778 347 Solaro 1287 621 Butte 1330 513 Los Angela T-3878 871 Saamemo 5039 124 Sonoma 2067 427 Calavass 185 338 Madera 911 136 San Benito 300 405 Sumislam 1970 56 Cohen 323 391 Marro 1849 122 Sem leis Obispo 6213 768 Saner 655 585 Coma Costa 4684 1 Mariposa 90 453 San Fnmcisco A-804 596 Tebama 457 183 Del None 101 549 Mendo®o 667 99 Sm Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Maced 1660 753 Sao Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Mod= 191 93 Sao Memo 4778 175 Tuolumne 177 160 GI® 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monaey 357 239 Septa Clan 6626 664 Yolo 769 16 hnpaial 1189 701 Napa 704 742 Septa Cruz 1638 607 Yuba 398 693 luyo 165 672 Nrvada 363 94 Shasta 800 633 Kam 3756 690 Orange 7182 18 Sao Diego SERIFS 5 Book 1964,Page 149774 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 thereto, 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) 882/029456-0003 57758141 a03)28/13 -8- S Truster has caused this Deed of Trust to be executed as of the date set forth above. "TRUSTOR" COURTLAND STREET APARTMENTS, L.P., a California limited partnership By: People's Self-Help Housing Corporation, a California nonprofit public benefit corporation, its General P. •• -r i By: aim / // Name. //, in- / OW(CY Title: r f of P 882/029656-0003 57758141.0328/13 -9- • • State of California ) County of_Sclaeirs Otispo ) On 4t cist g 41cL3 , before me, h�R name ie u4 ta4 , RIIi f C Notary Public, personally appeared -John&cs'/er who proved to me on the basis of satisfactory evidence to be the persons) whose name(s)6e subscribed to the within instrument and acknowledged to me that/D- = • executed the same i (P' .• authorized capacity4ies), and that by p' - - signature(s) on the instrument the person(s);or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 1Nico F. G 19 Y SA.?A Casry Puion• taIb i Natery PuDlie-Ctllhlay San Luis Obispo County ,�y�jy� l M tomm E. res Feb 20 1 Signature c it eL. S ea • 887A29456-0003 57758141 40328/13 -1 0- • • The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as staled in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein A. To protect the security of this Deed of Trust,Truster agrees: 1) To keep said property in good condition and repair,not to remove or demolish any building thereon;to complete or restore promptly and in a good and workmaatilke manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor,to comply with all laws affecting said properly or requiring any alterations or improvements to be made thereon;not to commit or permit waste thereof,not to commit,suffer or permit any act upon said property in violation of law,to cultivate,irrigate,fertilize,fumigate,prune and do all other acts which from the character or use of said property may be reasonably necessary,the specific enumerations herein not excluding the general. 2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any pan.thereof may be released to Truster. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee;and to pay all costs and expenses,including cost of evidence of title and attorney's fees in a reasonable sum,in any such action or proceeding in which Beneficiary or Trustee may appear,and in any suit brought by Beneficiary to foreclose this Deed. 4) To pay at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock;when due,all encumbrances,charges and liens,with interest,on said property or any part thereof;which appear to be prior or superior hereto;all costs,fees and expenses of this Trust Should Truster fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Truster and without releasing Truster from any obligation hereof mar make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof Beneficiary or Trustee being authorized to enter upon said property for such purposes;appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee;pay,purchase,contest or compromise any encumbrance,charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee,with interest from the date of expenditure at the amount allowed by law in effect at the date hereof and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed I) That any award in connection with any condemnation for public use of or injury to said property or any pan thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time,without liability therefor and without notice,upon written request of Beneficiary and presentation of this Deed and said note for endorsement,and without affecting the personal liability of any person for payment of the indebtedness secured hereby,Trustee may reconvey any part of said property,consent to the making of any map or plat thereof;join in granting any easement thereon,or join in any extension agreement or any agreement subordinating the lien or charge hereof 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid,and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees,Trustee shall reconvey,without warranty,the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof The Grantee in such reconveyance may be described as"the person or persons legally entitled thereto." 5) That as additional security,Truster hereby gives to and confers upon Beneficiary the right,power and authority,during the continuance of these Trusts,to collect the rents, issues and profits of said property,reserving unto Truster the right,prior to any default by Truster in payment of any indebtedness secured hereby or in the performance of any agreement hereunder,to collect and retain such rents,issues and profits as they become due and payable. Upon any such default,Beneficiary may at any time without notice,either in person,by agent,or be a receiver to be appointed by a court,and without regard to the adequacy of any security for the indebtedness hereby secured,enter upon and take possession of said properly or any part thereof in his own name sue for or otherwise collect such rents, issues,and profits,including those past due and unpaid,and apply the same,less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid,shall not rue or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Truster in payment of any indebtedness secured hereby or in the performance of any agreement hereunder,Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said plu1xaty,which notice Trustee shall cause to be filed for record Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default,and notice of sale having been given as then required by law,Trustee,without demand on Truster,shall sell said property at the time and place fixed by it in said notice of sale,either as a whole or in separate parcels,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 time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public amounceman at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property 882)029456-0003 5775814_2 203/28/13 -11- • • 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 the truthfulness thereof Any person,including Trustor,Trustee,or Beneficiary as hereinafter defined,may purchase at such sale. After deducting all costs,fees and expenses of Trustee and of this Trust,including cost of evidence of title in connection with sale,Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof,not then repaid,with accrued interest at the amount allowed by law in effect at the date hereof all other sums then secured hereby;and the remainder,if any,to the person or persons legally entitled thereto. 7) Beneficiary,or any succssor in ownership of any indebtedness secured hereby,may from time to time,by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees,who shall,without conveyance from the Trustee predecessor,succeed to all its title, estate,rights,powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder,the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to,mores to the benefit of and binds all parties hereto,their heirs,legatees,devisees,administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby,whether or not named as Beneficiary herein. In this Deed,whenever the context so requires,the masculine gender includes the feminine and/or neuter,and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed,duly executed and acknowledged,is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor,Beneficiary or Trustee shall be a party unless brought by Trustee. MA294560003 57758111.03/29/13 -12- . • • 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 15, 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 11 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND BEING THE SOUTH 172.25 FEET OF THE FOLLOWING DESCRIPTION; BEGINNING AT THE NORTHEAST CORNER OF LOT 1 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' 51" WEST, 645.07 FEET TO THE NORTHWEST 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 I, 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 CALIFORNIA, 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 r 882/129456-0003 5775814.2.08.07/13 -13- • • SOUTH 86° 45' 35" EAST, 7,00 FEET FROM THE NORTHEAST CORNER OF LOT 84 OF SAID TRACT 2260 PHASE I; THENCE ALONG THE WESTERLY LINE OF SAID 50-FOOT EASEMENT FOR ROAD PURPOSES, NORTH 03° 14' 46" EAST, 645.00 FEET TO A POINT ALONG THE SOUTHERLY RIGHT-OF-WAY OF EAST GRAND AVENUE; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE THEREOF, NORTH 86° 45' 00" WEST,411.84 FEET TO THE POINT OF BEGINNING. Assessor Parcel No(s).: 077-131-053 077-131-055 882/029456-0003 -14- 57758141 103/28/1 3 END OF DOCUMENT