Deed of Trust with Assignment of Rents 2007-0625818
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RECORDtNG REQUESTED BY
FIRS" AMERICAN TlTLf' SEP 25 2007 4'34 PM
, \,\ Nalional Commercial Services 1-'FFICI.~L 1': [CI1F:[""
Y RECORDING REQUESTED BY AND ':,.::..r-J [IIEI:.:iD COUf',JT'1 F:EcnR[rEF:"j OFFII~E
) , GF1EGUFi'1 ,I '-;~"jlTH COUNT I F:ECOF:[IEF:
I FEE'; n 110 ' '::'1"; ;>
~\~ When Recorded Mail To ) [I':':' 1
) PAGES: 8
~\J) Poway Redevelopment Agency )
13325 Civic Center Drive ) 111111111111111111111111111111111111111111111111111111111111111111111111111111111
tff' Poway, California 92064 10121
) 2007 -0625818
\. f Attn. ExecutIve Duector ) ,
['I' I'lCS. ~~1Sb '15 )
E.xempt,from !ecording fee pursuant"to Government'Code
Section 27"383
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
, '
This DEED OF TRUST WITH ASSIGNMENT OF RENTS (this "Deed of
Trust"), is made as of SePl4 \ ,,2007, by OCEAN PARK HOTELS - PWY, LLC, a
C?Ufornia limited liabilitycompaJ1Y ("Trustor"), whose address is 27441 Tourney Road, Suite 220,
'VaHmcia, California 91355, to First, Ameri.can Title Compan',(and in:such capacity
herein call~d the "Trustee"), for.the benefit of the POWAYREDEVELOPMENT AGENCY, a,
p.ublic body, corporateandpolitic(and'ifl.~uch capacity herein called the "Beneficiary"), having an
office located at 13325 Civic Center Drive,Poway, California 92064
WIt~ESSETH: that Trustor grants to Trustee in ,Trust, with Power of Sale, that'propertyin
the City of Poway, County of San Diego, State of California, described as:
See'attached Exhibit A, incorporated herein
Together with therents)ssues and profits thereof, subject, however, to the right,
power.and.authority hereinafter givehto and conferred upon Beneficiary to collect and apply such
rents, issues and profits.
For the purpose of.se,curing (1) payment of indebtedness in the amount of
$1 ,585,OOO"according to the terms:ofa promissory note or notes of even date herewith made by
Trustor, ,payable to order of Beneficiary, and,extensions or renewais:thereof, and (2) the performance
of each agreetnent6fTrustor incorporated by reference or contained herein (3) paymentcifadditional
sums and interest thereon which may hereafter be loaned to'Trustor, or his successors or assigns,
when evidenced by a~pniri1iss6Ty1iote or notes reciting that they are secured by this Deed of Trust.
To protect the security ofthis Deed of Trust, and with respect to the property above
described, Trustor expressly mak~sea,chal1d all of the agreements, and adopts'and agrees to, perform
ahdbe bound by each and all Of the. terms and provisions set forth'in subdivision A, a_nd itis 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 1'7, 1964, in all other counties August 18, 1964, in'the book
and at the page of Official Records:in the office ofthe county recorder of the county where said
property is locaied, noted below opposite the name of such county, namely-
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DOCSOC/1214659v2/022345'O I 0 I
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1012'2
COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 556 Placer 1028 379
Alpine 3 130-31 Plull}as 166 1307
Amador 133 438 Riverside 3778 347
Butte 1330 513 Sacramento 5039 124
Calaveras 185 338 San' Benito 300 405
Colusa 323 391 San Be;hardino 6213 768
Contra Costa 4684 1 San Francisco A-804 596
Del Norte 101 549 San Joaquin 2855 283
El Dorado 704 635 San Luis Obispo 1311 137
Fresno 5052 623 San Mateo 4778 175
Glenn 469 76 Santa Barbara 2065 881
Humboldt 801 83 Santa Clara 6626 664
Imperial 1189 701 Santa Cruz 1638 607
Inyo 165 672 Shasta. 800 633
Kern 3756 690 ~..p'''''ji
San Diego SERIES 5 Book 1964, Page 149774
Kings 858 713 Sierra- 38 187
Lake 437 110 Siskiyou 506 762
Lassen 192 367 Solano 1287 621
Los Angeles T-3878 874 Sonoma 2067 427
Madera 911 136 Stanislaus 1970 56
Marin 1849 122 Sutter 655 585
. Mariposa 90 453 Tehama 457 183
Mendocino 667 99 Trinity 108 595
Merced 1660 753 Tulare 2530 108
Madoc 191 93 Tuolumne 177 160
Mono 69 302 Ventura 2607 237
Monterey 357 239 Yolo 769 16
Napa 704 742 Yuba 398 693
Nevada 363 94
Orange 7182 18
shall inuwto and bind the Parties, hereto, withrespect.to the property above described. 'Said
agreements, terms;and provisions,contained in said subdivision A and B, (identical in all counties)"
are.bythe within reference thereto, incorporated herein,and made a part of this Deed of Trust for all
purposes as fully as. ifset'forth,at length herein"and Beneficiary may charge'for a statement
regarding the obligation, secured hereby, provided the charge therefor does not exceed the maximum
allowed by law
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DOCSOC/1214659v2!022345.01 0 I
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10123
Theundersigned'Trustor"requests .that a copy of any notice of default and any notice
of sale hereunder be ll1ailed to himathis address hereinbefore setforth.
Signature ofTrustof'
OCEAN PARKHOTELS - PWY, LLC, a
California liinited liability company
BY' dN____
James M. Flagg,-lvlanager'-
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DOCSOC/1214659v2/022345-0 1 0 I
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10124
STATE OF CALIFORNIA
COUNTY OF S:1n U1e3O
On 3ept-~..;lDD7 , before me, Sherr'le I:::> . WDrrel1 , Notary Public,
(Print Name of Notary Public)
personally appeared ~Qme.~ M. . .t1a.3j
D personally known to me
-or-
~ proved to me on the basis of satisfactory evidence to be the personCs1' whose name~)d)Iare
subscribed to the within instrument and acknowledged to me that~ executed the same
in~lherfttreir authorized capacitytiest, and that bYJUS/fier/ll,dr signature(s-) on the instrument the
person~or the entity upon behalf of which the perso$) acted, executed the instrument.
WITNESS my hand and official seal.
~ ()UJ~
Signature Of Notary
OPTIONAL
Though rhe dara below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
& Individual
0 Corporate Officer Ve-e6,D-t Tru~ G:>IA6.~IjI\. 0(. RI?()f-"S
Title(s) Title Or Type Of Document
0 Partner(s) 0 Limited
0 General 7
0 Attorney-In-Fact
0 Trustee(s)
0 Guardian/Conservator Number Of Pages
0 Other:
Signer is representing: Sept Q I , .;2fX) 7
Name OfPerson(s) Or Er,tity(ies)
Date Of Documents
,-
Signer(s) Other Than Named Above
DOCSOC/1214660v3/022345-0 I 0 I
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10125
ADDENDUM TO DEED OF TRUST
WITH ASSIGNMENT OF RE.NTS
This Subordination Addendum' is attached to.and'forms a part of that certain Deed of Trust
With.Assignment of Rents!("DeedofTrust7') dated set Z-(. ,2007, executed by
OCEAN PARKHOTELS-PWY, LLC, a California limited liability company, as Trustor, in favor of
the P0WAY REDEVELOPMENT AGENCY,as Beneficiary, and naming First American as
the'Trustee. Title Company
In consideration of the Trustor's execution and delivery of the Deed of Trust, the Beneficiary
hereby agrees to subordinate the lien of this Deed of Trust from time; to time to the liens of one or
more subsequent deeds of,trustcovering,the described property in,accordance with the terms,
covenants and conditions set fortliin this,Addendum. Beneficiaty;,s'obligation to subordinate to
subsequent deeds of trust securing loans obtained ~y Trustor (the'Subordinating Loans) is subject to
thefolluwingterms and conditions:
(a) With respect to.,theinitial construction loan obtained by Trustor with respect to the
Hotel Facility, the construction loan shall have been approved by the Beneficiary pursuant to
Section-3ll of the Disposition and De,yelopment Agreement executed by Trustor and Beneficiary
(the "DDA.") and the proceeds thereof shall be used only for funding all hard and soft costs of
developing the Hotel Facility in accordance with the development budget approved by the
Beneficiary pursuant to the DDA, for reimbursing Trustor for construction or development costs
incurred by Trustor with respect to development of the Hotel Facility and/or for repayment of any
'liens that are senior to the Deed'ofTrust;
(b) With respect to any loan replacing the ini!ial construction loan or any successor
permanenUoan obtained by Trustor, the principal amount of the' Slibordinating Loan shall not,exceed
Severity-Five' Percent (75%) of the filiI' p1arket value of the Site a:nd,the Hotel Facility asofthe date
such new loan is being made, whiCh fair market value shall be established by an MAl qualified
appraiser or another qualified apptaisefacceptable to BeneficiaIy in its reasonable discretion;
(c) The Subordinating Loans shall have the following additional terms and conditions:
The interest rate for any fIoatingrate loan shall not. exceed thep~ime
rate charged by Bank of America plus four percent (4%) and, the interest rate for any fixedrate loan
shan not exceed the then effective 10-year treasury rate plus four percent (4%).
For any permanent loan recorded following completion ofthe Hotel
Facility"the'Subordiriatirig Loan shall require monthly payments of amortizing principal and interest.
For any permanent' loan recorded following completion of the Hotel
Facility, the Subordinating Loan shall have a term of not less than three (3) years or more than thirty
(30) years,
The maximum points, origination fees and other like charges on the
Subordinating Loan shall not exceed three percent (3%)ofthe principal amount of the Subordinating
Loan.
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DOCSOC/1214659V2/022345-01 0 I
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'The.1ender shall be an insurance cornpany"natiorial or state bank,
trust c'o~pany,.pens;on or' union,fund;,state.or federal savings bank"or oiher lending institution
whose loans on.real,estate are regulated by law or a lender wpoi.s otherwise approved by Beneficiary
in its reasonable discretion, providedthatGE 'Capital is hereby deemed to' be an-acceptable lender for
purposes hereof.
For each permanent loan, the loan documents for the'Subordinating
Loan shall provide that there can be,nbextensions ofthe paymentor due dates, or additions to the
balance oftheloan without the Beneficiary's written consent, which may be granted or withheld in
its reasonable discretion.
Trustor shall notify the. Be_neficiary in writing at least five (5) business days prior to
. - -.-
recordation of a Subordinatihg;Lbiihito,which the Deed of Trust will besubotdinate, and, concurrent
with such notice, shall deliver to the Beneficiary copies ofthe not,;" deed of trust, and loan agreement
evidencing such loan. Within three (3)'business days aftef,delivery of;such notice and provided the
SubordinatingLoan is consistent with the provisions set forth'above (or Beneficiary has otherwise
waiyed any inconsistency), Beneficiary shall execute, acknowledge and deliver a subordination
agreeri1entih"theform,of a.CLTAstandafd title coinpany'slibordinatiortor in.such other form as the
lender making the"SubordinatingLoan may require in accordaqce with its customary loan procedures
and documentation and any other documents reasonably necessary, to:effect the subordination.
.-- . -. . - ^ ., .
;r'rustor shall pay any recording fees orotliertitle or escrow costs, arising from recordation of the
,subordination documentation. The Executiye Director of the Beneficiary shall have the authority to
. sigIJsuch subordination agreements.andany related documentationonbehalfof the Beneficiary
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DOCSOC11214659v2l022345-0 I 01
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EXHIBIT 'A'
PARCELA:
PARCEL 2 OF PARCEL MAP NO. 19954, IN THE CiTY OFipOWAY,COUNTY OF SAN DIEGO,
STATE:OF CALIFORNIA, ACCORDING TO PARCEL MAP ~HEREOFFILED IN THE OFFICE OF
THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH,21, 2006, AS INSTRUMENT
NO. 2006-0192773 OF OFFICIAL RECORDS.
EXCEPTING THEREFROM THAT PORTION OF SAID PARCEL 2 DESCRIBED AS FOLLOWS:
BE!iINN~N(;ATSOUTHl^'E~ CORNER OFSAID PARCEL2,THE,NCE ALONG WESTERLY
BOUNDARY OF SAID PARCEL.2, NORTH 01041'30" EAST; 109.79 FEET; THENCE NORTH
. .
88018'30" WEST, 6.00 FEET; THENCE NORTH 01041'30" EAST 72.09 FEET; THENCE
NORTH'88024'04"WEST 41.16:FEET; THENCE'NORTH 01035'56" EAST 38.9H;EET;
THENCE SOUTH 88024'04" EAST 62;83 FEET; THENCE INTO A NONTANGENT CURVE OF
RADIUS 61.50 FEET WITH A CEIIlTER ATA BEARING SOUTtl21052'41" WEST, A
____ ",<.,' ..'. .,., "0',."
DISTANCE OF 12.87 FEET, WITH.A DELTA OF 11059'12"; THENCE SOUTH 01035'56"
WEST 215.17 FEET; THENCE NORTH 88019'00" WEST 27.48 FEET TO POINT OF
BEGINNING.
TOGETHER WITH A PORTION OF PARCEL 1 OF SAID PARCEL MAP NO. 19954 DESCRIBED
AS FOLLOWS:
BEGINNING ATJHE NORTHEA,STCORNER OF SAID PARc;ELl, THENCE ALONG THE
EASTERLY BOUNDARY OfS!,II?,PARCEL 1, SOUTH 01035'~6"WEST 61.08 FE~T;THENCE
NORTH.'88024~04" WEST FOR 17.00 FEET; THENCE SOU:rH01035:56" WEST 102.92 FEET;
THENCE NORTH 88024'04" WEST 45;09 FEET; THENCE TO NORTHERLY BOUNDARY OF
SAID PARCEL 1, NORTH '01035:56" EAST 164.00 FEET; THENCE SOUTH 88024:04" EAST
62;09 FEET TO POINT OF BEGINNING.
SAID PROPERTY BEING DESCRIBED AS "PARCEL B" IN A'CERTIFICATE OF COMPLIANCE
RECORDED DECEMBER 26, 2006 AS INSTRUMENT NO. 2006-0913338 OF OFFICIAL
RECORDS.
PARCEL B:
AN EASEMENTAND RIGHT OF WAY FOR ACCESS, INGRESS.AND EGRESS AND UTILITY
PURPOSES OVER, UNDER ALONG'AND ACROSS THATPORTlON OF PARCEL 1 OF SAID
PARCEL MAP NO. 19954 DELINEATED AND DESIGNATED AS "EASEMENT FOR ACCESS,
GENERAL IJTlLiTYANDDRAINAGE PURPOSES FOR PARCEL 2'RESERVED HEREON".
PARCEL C:
A PERPETUAL NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OF MOTOR
VEHICLES AND PEDESTRIANS, TO PERMIT THE'FREE,FLOW,OFVEHICULAR AND
PEDESTRIAN INGRESS AND EGRESS TO, FROM, OVER AND ACROSS THOSE PORTIONS
OF THE REAL PROPERTY DEFINED IN SECTION l(a) AS TI!E RESTAURANT PARCEL
NCS 228675-SD 1 of 2
. . Fi~st American Title Insuranc~OmpanYNational Commercial . 1
File No.' NCS-228675-SD (LG)
Services
. .,'. 10128 Date: September 25, 2007
EASEMENT.AREA,(SAID EASEMENT BEING FOR THE,USE AND ENJOYMENT, COMFORT
AND CONVENIENCE OF ALL TENANTS, CUSTOMERS, EMPLOYEES, SUPPLIERS, INVITEES,
LICENSEES), TOGETHER WITH A NON"EXCLUSIVE EASEMENT FOR PARKING:SPACES,
ALL/AS CONVEYED, SET F()RTHAND'DESCRIBED Ifr1;tI~icERTAIN RECIPROCAL
EASEMENT,AGREEMENT DATED AUGUST 10, ,200Zi BY'AND BETWEEN THE POWAY
REDEVELOPMENT,AGENCY,APUBLIC BODY, CORPORATE,AND POLITIC AND OCEAN
PARK HOTELS-PWY, LLC,A CALIFORNIA LIMITED LIABIUTY COMPANY,
~RDED .~. ;il5 . .' . 2007 AS DOCUMENT NO. 2007-
'1.. bL,'Z: 'f, \<-1 OF Ot:FICIAl.RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, CALIFORNIA.
NCS.228675'SD 2 of 2