Deed of Trust with Assignment of Rents 2006-0588461
~t ',-. . RECOJlDINGRHQUESTEDBV, . .
,.
.. FIRST AMERICAN -
\ DOC# 2006-0588461
WHEN RECORDED MAIL TO' 11111/1111111111111111111111111111111111111111111111111111111111111111
q4~ City ofP9way, Redevelopment Dept. AUG 17 2006 2:45 PM
Attn: Scott Edwards DFFILI.~.L I~ELCJF:[I':.
'=,,~r-J [IIEll0 [DUr'.JT'1 F:ECI]F:[IEF:":, !JFFIi::'E
~/ 13325 Civic Center Drive CiF:EI.1CIF:'t ,I ':,I'..lITH 1-1-IUnT'r F:EUJR[IEF:
poway CA. 92064 FEE: II UII II '/,j (C, :'
P~,I:;E; 1,~ [J,~ 1
WI~ Order No, O-SA-2473281 i01.S~ 1 1IIIIi 11111 IIIIIIII!I 11111 11111 11111 11111 11111 11111 11111 III 11111111111111111111
2006-0588461
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST is made as of AUGUST 08 , 2006 between
POW A Y PLAZA, LLC, A CALIFORNIA LlMITEDLIABlLITY COMPANY, herein called
TRUSTOR, whose address is 1660 Union Street, 4th Floor, San Diego, California 92101"POWAY
REDEVELOPMENT AGENCY, herein called TRUSTEE, and POWAY REDEVELOPMENT
AGENCY, a Public Agency, herein called BENEFICIARY
WITNESSETH. That Trustor grants to Trustee in trust, with power of sale, that property in
the City of San Diego, County ofSiuYDiego, State of California, described as:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
together with the rents, issues and profits thereof, subject, however, to the right, power and authority
hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits
for the purpose of securing (I) that promissory note in the amount of $320,000.00 made by
Trustor in favor of Beneficiary, and extensions or renewals,thereof (the "Promissory Note"), (2) the
performance of each agreement 6fTrustor incorporated by reference or contained herein, and (3)
payment of additional sums and,inierest thereon which may hereafter be loaned to Trustor, or his
successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by
this Deed of Trust.
To protectthe security ofthisDeed of Trust, arid with respectto 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 l!1I 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 Orange County August 17, 1964, and in all other counties August 18, 1964, 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-
'lHISImlWMENTfIlEDFOR RECORDBY
mst'AMERlCAN1TIU!COMl'ANY AS IN Aro>MODAnON
ONLY IT HASNOf BEENEXAMINEDASrorrSEXEa,IT1OIi
Exhibit F-l OIlASlODSEFl'ECfUPONTHEflLI. .
S0\469746.2
. .019:0
COUNTY BOOK PAGE COUNTY BOOK PAGE ,COUNTY, ,BOOK PAGE COUNTY BOOK PAGE
- - - -.- -
Alameda 1288 556" King~ 858 7J1 Placer ]028; 379 Sierra 38 187
AlpIne'> 3 130~31 Lake. 437 110 Plumas -166, 13,9.7 Siskiyou 50' 762
Amador J3y \43?' Lassen 192: 367 Ri~ersidc (}7?8 )47 Solano 1287 6il
'Butte 1330 ,'513 Los -\ngeies '(3878 874 Sacmmcnlo 5039 124 Sonoma 2067 427
Calaveras 185 338 Madera 91L 136 San''S'eniio' '300, 405 Stanislaus 1970 56
Colusa 323 391 Marin 1849 .122 S: B~;;a'rdino ,6213 '768 Sutter 655 585
co~inIC!lsta 4684 I M~po~~ 90 453 S. Fraridsco~ A.804 596 Tehama 457 183
De]N~rte 101 549 Mendocino, 667 99 S. Joaquin ~2855 283 Trinity lq8 595
iEI DoradQ 70~ 635 Merced f660 753 S.Lu,isqhispo 131] 137 Tulare 2530 10'
Fresno 5052 623 Madoc 191 93 San Mateo 4778 175 Tuolwnne 177 160
Glenn 469 76 'Mono 69 302 Sant'i.'Barhara' 2065 '81 Ventura 2607 2J7
HUn"1boldt 801 83 ~o!!tcrey m 2J9 SaritaCfar~r'" 66260 '664 Yolo 769 16
Imperial 1189 701 Napa 704 742 SantaCruz '1638 607 Yuba 398 6()3
Inyo 165 672 Nevada 363', 94 Shasta :800 633
Kern 3756 690 Orange 7182 18 San Diego 1964' 149774
Seiies5
shall inure to and bindtheparties,hereto,:with respect to the property,aiJove described,Said
agreements; terms and prov)sionscontained in said subdivisiorisAandH, (identical in,all counties,
and printedonpages.3 and 4 hereof)'iire by the within referehce,thereto, incorporated herein and
made a'part 6fthis Deed 6fTrust for'allpurposes as fully as sei(forth at)ength herein, and
Beneficiary m.ay charge for a,statement regarding,the obligationsecurect'hereby,provided the charge
theref6r does ri6t exceed the maximum.allowed by law
The undersigned Trustor, reql1eststhat a copy of any,noiiceof d~fault and any notice of sale
hereunder be mailed,to him athis ad<:Iress hereinbefore set forth,
~Qr. \
POWA:Y PLAZiA, .[JC, a California limited
liability 2~lTIpan~ f
By' \ ,
N' e:,Luis A!,_Lutteroth
Its , Manager! '
Exhibit F"2
SDl469746.2
. . 10191
'STATE OF CALIFORNIA )
~OJ\ UiCC'i:f ) ss,
COUNTY OF )
On d--ID-D~ , before'me, YeuJk. kA-~ , Notary Public,
(Prmt'Name otNotaryPubhc)
personally appe,ared LLL03 lu--ttUD+-h
ex: personally known to me
-Of."'"
0 proved;to:me on the basisof;satisfactory evidenceto,bethe person(s) whose mime(s) is/are subscribed
t6the within instrument and, acknowledged to l1)e that.he/she/they executed the same in his/her/their
authorized capacity(ies), and.that by his/her/their signattire(s) Oll'the Instrument,the person(s), orlhe
entity upon'behalfofwhichthe'person(s) acted,:executed the instrument.
j ~MU"A.KWAST ~ WITNESS myhandand'DfficiaI seal.
-. Comm.#1499088
~' I> ,NOfARYPUBlIC.CAlIfORNIA (J) \->~ C\ ' kuCUlt
~ 'San Die90 coun~; ...
. My.Comm, ExpIr" JUl 6;2006'"
Signature:OfNotary
OPTIONAL
Though the. data below is not required by law.,it'mayprove valuable to persons relying on the document and could prevent
. fraudulent reattachment of this fonn,
CAPACITY CLAIMED BYSIGI'IER DESCRIPTION OF ATTACHED DOCUMENT
0 Individual
0 Corporate Officer
Tille(s) Title Or Type Of. Document
0 Partner( s) 0 Limited
0 General
o ,Attomey,ln-Fact
0 Trustee,(s) Number Of Pages
0 Guardian/Conservator
0 Other'
Signef:is representi!1g: , Date Of Document
,'Name'Ot'Persori(s) Or,Ei1tity(ies)
Signer(s) Other Than Named Above
SD\469746.2
. . 10192
EXHIBIT A
LEGAL DESCRIPTION"
ExhibitA-1
50\469746.2
. .
10193
EXHIBIT A
LEGAL DESCRIPTION
Real property in the City of Poway, County of San Diego, State of California, described as follows:
PARCEL 1: APN 317-473-12~0
THE WESTERLY 375;00 FEET OF THE EAST HALF OF THE, NORTHEAST QUARTER OF THE
SOUTIi,V!fEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN
BERNARDINO BASE AND MERIDIAN, IN THE CITY OF POWAY;.IN THE COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF, EXCEPTING THEREFROM
THE SOUTHERLY 683:94 FEET THEREOF
PARCEL 2:
AN EASEMENT AND RIGHT QF WAY FOR ROAD PURPOSES OVER THE NORTHERLY 30,00 FEET
OF THE SOUTHERLY 683,94 FEET OF THE EASTERLY .'100.00 FEET OF THE EAST HALF OF THE
NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH,
RANGE 2 WEST, SAN BERfojARDINOBASE AND MERIDIAN, IN THE CITY OF POWAY, IN THE
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF.
PARCEL 3: APN 317-473-16~0
THE EAST ONE HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 13, TOWNSHIP 14 SOl.lT!-l,.RANGE 2 WEST, SAN BERNARDINO BASE AND MERIDIAN,
IN THE CITY OF POWAY, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING
TO OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE SOUTHERLY 683.94 FEET THEREOF.
ALSO EXCEPTING THE WEST 375 FEET THEREOF
ALSO EXCEPTING THE NORTH 267 FEET OF THE EAST 150 FEET THEREOF.
ALSO EXCEPTING THE NORTH 200 FEET OF SAID NORTHEAST QUARTER OF "[HE SOUTHWEST
QUARTER OF SECTION 13.
PARCEL 4:
THE RIGHT TO DRAIN, FLOW AND CHANNEL NATURAL SURFACE WATER FROM THE EAST
150,17 FEET TO THE \/VEST 525.17 FEET OF THE NORTH 225 FEET OF THE EAST HALF OF THE
NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13, OVER, UNDE.R AND
UPON THE WESTERLY 375 FEET,OFTHEEAST HALF:OF 1;HE NORTHEAST QUARTER OF THE
SOUTH\/VEST QUARTER OF SAID SECTION 13, TO\NNSH!P, 14 SOUTH, RANGE 2 WEST, SAN
BERNARDINO BASE AND,MERIDIAN"IN THE CITY, OF POWAY, IN THE COUNTY OF SAN DIEGO,
STATE OF 'CALIFORNIA, ACCORDING TO OFFICIAL pLAT niEREOF, EXCE'PTING THEREFROM
THE SOUTHERLy 683.94 FEET THEREOF, ALSO EXCEPTING THAT PORTION LYING WITHIN
PARCELS 1 AND 3.
PARCEL 5:
AN EASEMENT AND RIGHT OFWAY FOR INGRESS AND EGRESS OVER THE NORTH 225 FEET
OF THE EAST 35 FEET OF THE WEST 375 FEET OF THE EAST HALF OF THE NORTHEAST
QUARTER OF THE SOUTHWEST QUARTER OF SECTION 1~, TOWNSHIP 14 SOUTH, RANGE 2
Exhibit A-I
SD\469746,2
. . 10194
EST, SAN BERNARDINO BASE AND .MERIDIAN, IN THE CITY OF POWAY, IN THE COUNTY OF
SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF
PARCEL 6.
A NO~,EXCLUSIVE EASEMENT FOR INGRESS AND EG~ESS. FOR VEHICULAR AND FOOT
TRAFFIC OVER, ALONG AND ACROSS THAT PORTION OF THE E~ST HALF OF THE. NORTHEAST
.QU~RTE.R OF THE SOUTHWEST QUARTER, SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST,
SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
AN EASEMENT ACROSS A PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF
THE SOliTHWE.ST QUARTER' OF SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN
BERNARDINO BASE AND rv1E:RIDlAN, BEING A PARCEL OF LAND, SAID PARCEL BEING
DESCRIBED AS FOLLOWS AND FURTHER ILLUSTRATED AS EXHIBIT "B" ATTACHED HERETO:
COMMENCING AT THE CENTER OF SAID SECTION 13, SAID CENTER OF SECTION 13 BEING THE
CENTERLINE INTERSECTI9N OF THOSE PUBLIC STREETS KNOWN AS POWAY ROAD AND
COMMUNITY ROAD; THENCE LEAVING SAID CENTER OF SAID SECTION 13 AND THE
, '.
CENTERLINE OF SAID POWAY ROAD AND PROCEEDING SOUTH 02 DEG. 19'32" WEST ALONG
THE EASTERLY LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 13 AND THE
CENTERUNEOF SAID COMMU~ITvROAD A DISTANCE OF 224.54,F'EET; THENCE LEAVING SAID
CENTERLINE .OF COMMUNITY .ROAD AND PROCEEDING NORTH 87 DEG, 40'29" WEST A
DISTANCE OF 51.00 FEET TO A POINT ON THE RIGHT-OF-WAY OF SAID COMMUNITY ROAD,
THENCE .LEAVING SAID RIGHT-OF-WAY L:lNE AND CONTINUING NORTH 87 DEG. 40'29" WEST A
DISTANCE OF 92.07 FEET; TI-!.i:11tCi:: ~ORTH57 DEG. 40:29" WEST A DISTANCE OF 8.00 FEET TO
A POINT ON THE WESTERLY LINE OF THE EASTERLY 150.00 FEET OF THE NORTHWEST
" QUARTER OF THE SOUTHVliEST,ciqA~TER OF SAID SECTION 13; THENCE PROCEEDING NORTH
02 DEG, 19'32" EAST ALONG SAID WESTERLY LINE A DISTANCE OF 17;80 FEET TO A POINT ON
THE SOUTHERLY LINE OF THE NORTHERLY 200,00 FEE'T OF THE EAST HALF OF THE
NORTHEAST QUARTER OF THE SOUTHWEST OF SAID SECTION 13 AND THE TRUE POINT OF
BEGINNING; THENCE LEAVING SAID Wi:'STERL Y LINE AND PROCEEDING NORTH 88 DEG, 42'33"
WEST, ALONG SAID SOUTHERL V'L1NE A DISTANCE OF 30~00 FEET; THENCE LEAVING ~AID
"e_ ". .
SOUTHERLY LINE AND PROCEEplNG NORTH 02 DEG, 19'32" EAST A DISTANCE OF 30.00 FEET,
THENCE SOUTH 88 DEG. 42'33" EAST A DISTANCE OF 30:00 FEET TO A POINT ON SAID
WESTERLY LINE OF THE EASTERLY 150 FEET OF THE :NORTHWEST QUARTER OF THE
SOUTHWEST QUARTER OF SAID SECTION 13, THENCE SOUTH 02 DEG. 19'32" WEST, ALONG
SAID WESTERLY LINE, A DISTANCE OF 30,00 FEET TO THE TRUE POINT OF BEGINNING,
APN: 317-473-12-00 and 317-473-16~0
ExhibitA-2
SD\469746.2
. . 101'9,5
0-0 NOT RECORD
Thdollowingis a;copy of'SubdivisionsA and B;of!he fictitious Deed of Trustrecordedin
each'countyin,q~IjJorriiaias si~ted in,the,'foregoing Deed oITrust ilridi'iicorporated by reference in
said Deed of Tnistas oeing a parrthereofasifset forth at length therein,
A" To protect the;security of this Deed of Trust"Trustor agrees, subject to theterms and
conditiQns of the FirstLienLender;(a).ldefined in the Promis~oryNote) pursuant to the Subordination
and Standstill Agreement (as-defined iiithe Promissory Note):
.. (9 To ke'ep:saidjm:iperty in good conditi6mandrepair; not to remove or
demblish any.buildingthereon;'to cOffi,plete,or restore promptlYiand.ingQod and workmilnlike
manner any building~hic)1 may i,Je'constructed, damaged or destroyed;th-ereon.and tOipay when due
all clairiis'for lab6fpenormed and'materials furnishedtherefor;towmply-with,alllaws affecting said
property or requiringanyalteratio.f1-sor iJ11provements to be m,ade'thereon; noHo'commit or permit
waste'tbereof; not to'commit, suffer-or permit any act upon-said property in violation of law; to
cultivate irrigate, fertilize, furrii'ga:te, prune and do all otheracts,w!1icn 'from the character or use of
saia prQpertymay be reasonably nece.ssary, the specific enumerations herein not excluding the
general.
(2) To provi&e, maintain and deliver to, Beneficiary fire'insurance satisfacl,ory to,
and with loss"'payable.to Beneficiary 'fh~'amountcollected under .any fire or other insurance ,policy
J11ay be applied.by Beneficiary upon any.indebtedness,secured'hereby.'and in such order as
Beneficiary m~y determine,w at ,option of Beneficiary the entire amount so collected or any part
thereof-maybe released.l,o Trt!stor' ~uch application or release,shall not cure or waive any default or
notice of defaultlkreunder ohiwalidateiany act done pursuantto'such notice. I
(3) To appear"inand.defend any action or prQc.eedingpurportingto~ffect the
~ecurity hereof or the rights:or,po\\Ze,:s orBene~ciaryor T~ustee;Jand topay all c~sts'~nd expenses,
mcludmgcost of eVldence,.oftltle:and'attorney s attorneys fees m a.reasonable sum; m any such
aCtion or proceeding in,.which BenefiCiary:or Trustee may appear"and'in any suit'broughtby
B'eneficiaryto foreclose this Deed,
(4)topayatileast ten days before deiinejuency:all taxes and assessments
. .. ' I
affectirigsaid property, including assessments'on appurten~nt~atersto_ck; when due, all
encumbrances, charges:and liens, with'interest, on said pn5perty'or any part therehf, which appear to
. - - .'- -.- , . '" I
be prior or superior hereto; all ,costS;, fees and expenses of,this trust. :
I
Should Trustor fail t() m.ak~ any payment or, to do 'any act asherein'provided, then
Beneficiary or Trusfee"butwithout,obligation,so to,db and withoutnbtlce to'or;d~mand upon Trustor
and withoutreleasing Trustor from any obligation thereof;'lJ1liY' J11ilke or dothe ~ame,insuch
mannerang'lo such,extentas eithermay deem necessary'toprotect the seclirityh~reof, Beneficiary or
Tr~stee being;authbrized to enter upon said prope~y forjsuch purpose~; appear inland defend ilny .
action or proce,dmgpurportmg to affecHhe secuntY'her,of or the nghts or powers of BenefiCIary or
Trustee;:pay;,purchase;,contest'<5r compromise any encumbrance, charge or lien Johieh in the
judgment or.'t!Hher.appears to be prior or superior' hereto; and, in exercising anyshch powers, pay
necessary expenses, emRIoYCO~nSel a~d pay his reasonable:fees, I
(5) To Pay ImmedIately and Without demand all sums so expended by
-
I
5D\469746,2
. . 10196
Beneficiary,orTtustee, with interest from date.ofexpenditure:at.theamountallowed by Jaw'in effect
atthe datehereof,iandtopay 'for any'~tatement provided,for bX taw in effect at the .date:hereof
regardin~the obllgatio.11 ~te~ur~,d~~retJyany amount demanded ~ythe.Beneficiary not to,exceed the
maximum allowed by lawaHhe time'when.said statemenUs demahded,
B. Jt,is mutually agreed:
(1) That any,award of damages in connection ,^,ithany condemnation for public
usecof.or injury to:said propel1yqr anY'jJart thereof is hereby assigned and shall be paid.to
Beneficiary who 'may apply,or,release,such monies received:byhim inthe,same manner and with the
same effeCt as'above providedJor disposition of proceeds offire or o(her insurance.
(2) That by accepting p!iyment of any sum-cSe~ured hereby after its due date,
Beneficiary'does not waive his-right either to requireprompt,payment when due of all other sums so
secured or todecla're default fof'failureso to pay
(3) That at anytime.or from time to time;,withoufliability therefor and without
notice, upon written request ofBen~fi.ciary,and presentationof.this:Deed.and said note for
endorsemenLand without affecting the',personalliability Of any'personJor payment of the
indebtedness secured hereby, Trustee may' reconvey, any part-of'saisl property; consent to the
making,ohny map orplat thereof;join iii granting anyeasernent.tlfereon; or join in any extension
agreement or any agreement subordihatingtheJien or chargeihereoJ,
(4) That upon writien ~equest of Beneficiary statingthat all sums secured hereby
~ . .
have been,paid, and upon surren?er of this Deed'and said note'to Trustee for cancellation and
reteritiol1ior other disposition.as Trustee in its sole discretion may choose and upon payment of its
fees, Trustee shall reconvey; withollt warranty, the propertythen,held;hereunder Therecitals in such
reconveyance or any matters orfaCts shallbe conclusive proof of the truthfulness thereof. The
Grantee in such'reconveyancemay'hedescribed as "the person or persons legally entitled thereto,"
(5) Thatas,addWq,nal security, Trustor hereby,gives to and confers upon
Beneficiary the right, power and atithbrity"during the,contintianceofthese Trusts, to collect the
rents, issues and profits of said property, r~serving unto Trustor tl1~iright, prior to any default by
Trustor in payment of;my indebtedness~securedherebyor in performance ofariy agreeme'nt
hereunder, to collect imdretain stich,j-ents, issues and profits as:theybecome due and payable; Upon
any SUCh default, Beneficiary may, at'any iill1e'withoutnotic~;eiiher in p.erson, by agent, or,by a
receiverto.be appointed by a couft,and.wlthout regard to the adeq~acy of any security for ,the
indebtedness hereby secured, enter upon and takeijJo~s.ession of said. property or any partthereof,in
his o,^,n names\!e'for or otherwise,collect such rents, issues,af1d':]Jrofits,. including those,past due and
unpaid, ahd apply thesarne, less costs and:expenses of ()p~rationiand' collection, inc!udingreasonable
'. ' . . - . . .. .
attorney' s cll.itorneys' fees, upon,anyindebtedness secured hereby, and in stich order as Beneficiary
mayd~termihe, The enteringtip6h"and takingpossessi6h,onaid property, the collection of such
rents, issues:andprofits and ~heapplication thereof:ll.s afoIesaid,shalI. not cure orwaiveanydefault
or notice of de fa tilt hereunder or invalidilte any act done pursuant to such notice.
(6) That upon default Trustor in payrne'nt of any indebtedness, secured hereby or
in perf6rniance.6fanYiagreemeht'hereu'nder,.Beneficiary may deelare;all sums secured hereby
'immediatelydUe and payal:lleby d,eliv.~ry toTrllsteeofwril1~n declaration of default and demand for
sale and'ofwritten notice ofdefaultitnd of election to cause to be soldsaid property, which notice
2
S0\469746,2
. . 10197
Trustee shall,cause;tobefiled;forirecbrcl. Beneficiary a]sb:shali deposit with Trustee this Deed, said
note arid'ail.doctimeiIts evidenCingiexperiditures secured hereby
After the lapse ofsuchtimelas may then be required by La~ following the recordation of said
notice of default, and notice ofsl!lehavingbeen given:as the~n.required.bylaw, Trustee, without
demand,on Trustor; shall sell,said property at the time and ,place fixed,by it. in said noti~e of sale,
either,as:awhole orin,separate'parc.els, and in,such order as it may determine, at public auction to the
!Jighest iJidderforcashin lawfuL money bfthe United'Stlites;payable at time of sale, Trustee,may
postpone:saJeofall or any portioiI.ofsaidproperty by public.,announcem~ent atsuchtime and plllceof
sale"and..from'time to time'ther~after ll1ay postpone such sale 'by public announcement at tktime
fixed,bythe'P.fe,gep.ing postponement. Trustee shall deliver to,such"purchaser its deed conveying the
propertY,so..sold,.'but without any covenant or warranty, express or implied, The recitals in,suchdeed
ofany matters orfactsshalLbe conClusive proof ofthe truthflllness thereof. Any persori, including
Trustor, Trust~e, or'Beneficiary as hereinafter defined, may purchase,atsuch sale,
After deducting all costs,.fees and expenses' of Truste.e and of this Trust, including cost of
evidence of title in connection with sale, Trustee shall apply,the.:proceedsof sale to payment of all
sumsexpe~ded,under the terms hereof,'notthen repaid, with accrlied:iriterest at the .amount allowed
by law iri effect at the date hereof; all other sums then securedihereby;and the remainder,.if any, to
the person or persons legally entiile~d thereto.
(7) Beneficiary;.,ofJanysuccessor in ownershiP of any indebtedness'secured
.. -', ...
hereby, may from time to time, by instrument in writing, substitute a successor or successor,s to any
Trlisteeinamed herein or actirig'herelmder; which instrumept, ~xecuted,by the Beneficiary and duly
acknowledged and rec.orded in'the office,oftherecorder of the county or counties where,said
property iSisituated, shalLbe,conelusiveproof of propersubstitlliion o'fsuch successor Trustee,or
Trustees, who;shall"withoutco!1v~y'ance:rrom the Trustee predecessor, succeed to all its title, estate,
rights, powers and duties. saidinstrufuent must contain the name,ofthe'original Trustor, Trustee and
Beneficiary hereunder, the book'llnd page where this Deed is recorded andthe name arid address of
the new Trustee,
,(8) Thatthis Deed:applies to, iriuresto. the benefit of, and binds, all parties, hereto,
their heirs, legatees, devisees, administrators,' executors, sllccessors and assigns. The term
Beneficiary shall'.mean the owner and, holder, including pledgees, of the note secured hereby,
whether.or not named as Benefidafy',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) ThahTrustee ac-cepts this Trust .whenthisDeed, duly executed and
acknowledged, is made a pJ1Jlic;recorda~ provided,lJylaw: Trustee is notobligated,to notify any
party hereto'ofp,~nding sale under any,other Deed,ofTrust or,ofjiiriy:actibn or proceeding' in. which
Trustor; Berieficiaryiof Trustee shaILbe,a.partyunless brought by' Trustee ,
3
5D1469746.2
. . 10198
DO NOT RECORD,
REQUEST FOR FULL RE<c(jN~EYANCE
TO .TRUSTEE
, ,. . - ~
The undersigned is the legalowner'and'holder of the note or notes, and orall other
inde,\)teclDesssecured by the foregoing,Deed 6r"Trust. Saidnote"or notes; together with all other
indebtedness secured by said Deea,ofTrust, have been fully paid and satisfied; llndyouare hereby
requested:and directed on [layment to you of any sums owning owingJo you under the tems of said
Deed ()fTrust, to, cancel said note or'notes above'.mentioned, and all other evidences of indebtedness
secured.bysaid Deed of Trust oeliveredtoy6u herewith, together with,the sai<!De$'d of Trust, and to
reconvey,withoutwarraniy, to 'the IJarties designated by the:terms,bfsaid Deed of Trust, all the estate
now held by you ,under the same,
Dated:
Please.mail Deed of Trust,
Note and Reconveyance to
Do not lose, or des/roll thIs,Deed o(Trust OR1HE'NOTE which il secures. Botkln-ust be delivered/v 'the Trustee for cancellation before
reconvevance wi/f bitmilde
DEED OFTRUST
with powerofsale
TRUSTEE
4
SD\469746.2
. . 10199
.
ADDENDUM TO DEED OF TRUST WITH ASSI&NMENT OF RENTS
THIS ADDENDUM TG.DEED OF TRUST WITH ASSIGNMENT OF RENTS is made
a part ofthatcertain Deed of Trust with Assignment of Rents (the "Deed of Trust") dated as of
AUGUST 08, 2006, executed by POWAY PLAZA, LLC, A CALIFORNIA LIMITED
LIABILITY COMPANY ("Trustor"), in favor of THE POWA Y REDEVELOPMENT
AGENCY ("Beneficiary"),
1. Due on Sale, Transfer or Further Encumbrimce. If the Subject Property or any
interest therein shall be sold, transferred (including, without limitation, through sale or transfer of a
majority or controlling interest of the' corporate stock of Trustor), mortgaged, assigned, or further
encumbered or if Trustor enters into a lease of the Property which grants the lessee an option to
purchase the Property or a lease for a term (including all possible extensions) in excess of twenty
(20) years, whether directly or indirectly, whether voluntarily, involuntarily or by operation of Jaw,
without the prior written consent of Beneficiary, then Beneficiary in its sole discretion may declare
all Secured Obligations immediately due and payable,
2. Hazardous Materials.
a. Special Representations And Warranties. Without in any way limiting the
other representations and warranties set forth in this Deed of Trust, and after reasonable investigation
and inquiry, Trustor hereby specially represents and warrants to the best of Trustor's knowledge as of
the date of this Deed of Trust, except as previously disclosed to Beneficiary (including, without
limitation, through the delivery of [DESCRIBE ENVIRONMENTAL REPORT]):
(i) The Subject Property is not and has not been a site for the use,
generation, manufacture, storage, treatment, release, threatened release, discharge, disposal,
transportation or presence of any oil,.flammable explosives"asbestos, urea formaldehyde insulation,
radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials,
including, without limitation, any substances which are ';hazardous substances," "hazardous wastes,"
"hazardous materials" or "toxic substances" under the Hazardous Materials Laws, as described
below, and/or other applicable environmental laws, ordinances and regulations (collectively, the
"Hazardous Materials"). "Hazardous Materials" shall not include commercially reasonable amounts
of such materials used in the ordihary course o(operation of the Subject Property, which are used
and stored in accordance with all applicablc environmental laws, ordinances and regulations,
(ii) The Subject Property is ih compliance with all laws, ordinances and
regulations relating to Hazardous Materials ("Hazardous Materials Laws"), including, without
limitation: the Clean Air Act, as amended, 42U.S.C Section 7401 el seq" the Federal Water
Pollution Control Act, as amended, 33 U.S,C, Section 1251 el seq, , the Resource Conservation and
Recovery Act of 1976, as amended, 42 U.S,c. Section 6901 etseq., the Comprehensive Environment
Response, Compensation and Liability Act of 1980, as amended (including the Superfund
Amendments and Reauthorization Act of 1986, "CERCLA"), 42 U,S,C, Section 9601 el seq., the
Toxic Substances Control Act, as amended, 15 U.S,C, Section 2601 el seq" the Occupational Safety
and Health Act, as amended, 29 U.S C, Section 651, the Emergency Planning and Community Right-
to-Know Act ofl986, 42 U,S,C. Section I 1001 elseq.; the Mine Safety and Health Act of 1977, as
amended, 30 U,S.C, Section 801 el seq" the Safe Drinking Water Act, as amended, 42 U,S,C,
5
SD\469746.2
. . 10200
Section 300f et seq" and all comparable state and local laws, laws of other jurisdictions or orders and
regulations.
(iii) There are no claims or actions ("Hazardous Materials Claims")
pending or threatened against Trustor or the Subject Property by any governmental entity or agency
or by any other person or entity relating to Hazardous Materials or pursuant to the Hazardous
Materials Laws.
(iv) The Subject Property has not been designated as Border Zone
Property under the provisions of California Health and Safety Code, Sections 25220 et seq and there
has been no occurrence or condition on any real property adjoining or in the vicinity of the Subject
Property that could cause the Subject Property or any part thereof to be designated as Border Zone
Property
b. Hazardous Materials Covenants. Trustor agrees as follows:
(i) Trustor shall not cause or permit the Subject Property to be used as a
site for the use, generation, manufacture, storage, treatment, release, discharge, disposal,
transportation or presence of any Hazardous Materials.
(ii) Trustor shall comply and cause the Subject Property to comply with
all Hazardous Materials Laws.
(iii) Trustor shall immediately notifY Beneficiary in writing of (i) the
discovery of any Hazardous Materials on, under or aboutthe Subject Property; (ii) any knowledge by
Trustor that the Subject Property does not comply with any Hazardous Materials Laws; (iii) any
Hazardous Materials Claims; and (iv) the discovery of any occurrence or condition on any real
property adjoining or in the vicinity ofthe Subject Property that could.cause the Subject Property or
any part thereof to be designated as Border Zone Property
(iv) In response to the presence of any Hazardous Materials on, under or
about the Subject Property, Trustor shall immediately take, at Trustor's sole expense, all remedial
action required by any Hazardous Materials Laws or any judgment, consent decree, settlement or
compromise in respect to any Hazardous Materials Claims,
c. Inspection By Beneficiary. Upon reasonable prior notice to Trustor,
Beneficiary, its employees and agents, may from time'to time (whether before or after the
commencement of a nonjudicial or judicial foreclosure proceeding) enter and inspect the Subject
Property for the purpose of determining the existence, location, nature and magnitude of any past or
present r~lease or threatened release of any hazardous substance into, onto, beneath or from the
Subject Property
d. Hazardous Materials Indemnity. Trustor hereby agrees to defend.
indemnifY and hold harmless Beneficiary, its employees, agents, successors and assigns from and
against any and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or
other expenses (including, without limitation, attorneys' fees and expenses) which Beneficiary may
incur as a direct or indirect consequence of the use, generation; manufacture, storage, disposal,
threatened disposal, transportation or presence of Hazardous Materials in, on, under or about the
Subject Property Trustor shall immediately pay to Beneficiary upon demand any amounts owing
6
SD\469746,2
. . 10201
under this indemnity, together with.interestat the rate often percent{lO%) per annum, Trustor's
duty and obligations to defend, indemnify and hold harmless Beneficiary shall survive the release,
reconveyance or partial reconveyance of this Deed of Trust.
e. Legal Effect Of Section. Trustor and Beneficiary agree that: (a) this
Paragraph 2 is intended as' Beneficiary's written request for information (and Trustor's response)
concerning the environmentaL condition of the real property security as required by California Code
of Civil Procedure 9726,5; and (b) each provision in this Paragraph (together with any indemnity
applicable to a breach of any such provision) with respect to the environmental condition of the real
property security is intended by Beneficiary and Trustor to be an "environmental provision" for
purposes of California Code of Civil Procedure 9736, and as such it is expressly understood that
Trustor's duty to indemnify Beneficiary hereunder shall survive: (a) any judicial or non-judicial
foreclosure under this Deed of Trust, or transfer of the Subject Property in lieu thereof, and (b) the
release and reconveyance or cancellation of this Deed of Trust.
7
S0\4697462
. . r<I
~
, 10202
;
EXHIBIT G
[INTENTIONALLY DELETED)
Exhibit G- i
SD\4697462