Agency Deed of Trust with Assignment of Rents & Security Agreement 2008-0169320
.
,
, .. . DO~ I
. 2008-0169320
Recorded at the request of 1111111111111111111111111111111111111111111111111111111111111111111111
Chicago Title I
APR 01, 2008 3'10 PM
RECORDING REQUESTED BY OFFICI..L REcom,c,
AND WHEN RECORDED MAIL TO' fl! SAN ['IEliOCOUIH, F:ECOm'EF:"., OFFICE
c;F:EI::iCiR'i .1 .:;~",jITH LDUt',irl F:ECOF:[IER
FEE'" 0,00 " 'e:, I"~ .,
The:Poway Redevelopment Agency 21p .'
[Ii..\ 1
13325 Civic Center Drive :w PAGES: 21
Poway, CA 92064 21 7 41 Ny 1~~III~~~~MM~MMml
Attn: Executive Director
NO FEE FOR RECORDING PURSUANT TO
GOVERNMENT CODE SECTION 27383
730101 &,O-Vlfp AGENCY DEED OF TRUST WITH ASSIGNMENT OF
RENTS AND SECURITY AGREEMENT
(Oak Knoll Villas)
THIS AGENCY DEED OF TRUST WITH ASSIGNMENT OF RENTS AND
SECURITY AGREEMENT ("Deed of Trust") is made as of this ] Ith day of March 2008,
by and among Oak Knoll Housing Associates, L.P., a California limited partnership
("Trustor"), Chicago Title Company, a California corporation ("Trustee"), and the Poway
Redevelopment Agency, a public body corporate and politic ("Beneficiary").
FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness
herein recited and the trust herein created, the receipt of which .is hereby acknowledged,
Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST,
WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject
to the tem and conditions hereinafter set forth, Trustor's f~~ interest in the property
located in .the City of Powav, County of San Diego, State of California, that is described
in the attachedExhibit A. incorporated herein by this reference (the "Property").
TOGETHER WITH all interest, estates or other claims, both in law and in equity
which Trustor now has or may hereafter acquire in the Property and the rents;
TOGETHER WITH, all easements, rights-of-way and rights used in connection
therewitl1 or as a means of access, thereto, including (without limiting the generality ofthe
foregoing) all tenements, hereditaments and appurtenances thereof and thereto;
TOGETHER WITH any and allbnildings and improvements of every kind and
description now or hereafter erected thereon, and all property of the Trustor now or
hereafter affixed to or placed upon the Property;
TOGETHER WITH all building materials and equipment now or hereafter
delivered to said property and intended to be installed therein,
TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter
acquired, in and to any lana lying within the right-of"way of any street, open or proposed,
adjoining the Property, and any and all sidewalks, alleys and strips' and areas of land
adjacent to or used in connection with the Property;
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TOGETHER WITI:!,allestate, interest, right, title, othenll!im or demand, of
every mifure,iiri,and to sudi'property, including theProperty,'both'iidaw- and in equity,
including, but not limited to, all deposits made with or other' security given by Trustor to
utility, companies, the proceeds from any or all of such property, including the Property,
claims',oLdel1lands with respectto the proceeds of insurance in effect with respect
thereto, which Trustor now has or may hereafter acquire, any and all awards made for the
taking by eminent domain ,or by any proceeding or purchase:in lieu thereof of the whole
or'any part of such property, including without limitation, any awards resulting from a
change of grade of streets and awards for severance damages to the extent Beneficiary
has an interest in such awards for taking as provided in Paragraph 4 1 herein,
TOGETHER WITH all of Trustor's interest in all articles of personal property or
fixtures now or hereafter aiiached to or used in and about the building,or buildings now
erected or hereafter to be'erected on the Property which are necessary to the complete and
comfortable use and occupancy of such building or buildings for the purposes for which
they were or are to be erected"jncluding all other goods and chattels and personal
property as are,ever used or furnished in operating a building, or the activities conducted
therein, similar to the one herein described and referred to, and,allrenewals or
replacements thereof or articles in substitution therefor, whether or not the same are, or
shall be attached to said building or buildings in any manner; and
TOGETHER WITH all of Trustor's interest in all building materials, fixtures,
equipment, work in process'and other personal property to be'ihcorporated into the
Property; alLgoods, materials, stipplies, fixtures, equipment"machinery, furniture and
furnishings, signs and other personal property now or hereafter appropriated for use on
the Property, whether stored on the Property or elsewhere, and used or to be used in
connection with the Property; all rents, issues and profits, and ~ll inventory, accounts,
accounts receivable, contraCt'rights, general intangibles, chatteL paper, instruments,
documents, notes drafts, letters of credit, insurance policies, insurance and condemnation
awards and proceeds, trade names, trademarks and service marks arising from or related
to the Property and any business conducted thereon by Trustor; all replacements,
additions, accessions and proceeds; and all books, records and files relating to any ofthe
foregoing.
All ofthe foregoing, together with the Property, is herein referred to as the
"Secu'rity'-' To have and to hold the Security together with acquittances to the Trustee, its
successors and assigns forever
FOR THE PURPOSE OF SECURING:
(a) Payment of just indebtedness, of Trustor to Beneficiary as set forth in the
Note (defined in Article 1 below) until paid or cancelled. Said principal and other
paymentS shall be due and payable as provided in the Note. Said Note and all its terms
are incorporated herein by reference, and this conveyance shall secure any and all
extensions thereof, however evidenced; and
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(b) ~aymentof any sums advanced by Beneficiary to protect the Security
pursuariHo,the'terms andjmlvisions of this Deed of Trust following, a breach of Trustor's
obligation to advance said sums and the expiration of any applicable cure period, with
interest thereon as provided herein; and
(c) Performance of every obligation, covenant or agreement of Trustor
contained herein and in the Loan Documents (defined in Section 1.2 below).
AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
COVENANTS AND AGREES
ARTICLE 1.
DEFINITIONS
In addition to the terms defined elsewhere in this Deed of Trust, the following
terms shall have the following meanings in this Deed of Trust:
Section I I The'term "Loan Agreement" means that certain Loan Agreement
between Trustor and Beneficiary, of even date herewith, providing for the Beneficiary to
loan to the Trustor Seven Million Three Hundred Twenty-Nine Thousand Dollars
($7,329,000) for the acquisition and permanent financing of the Property
Section 1.2 The term "Loan Documents" means this Deed,ofTrust, the Note,
the Loan-Agreement, the Regulatory Agreement, Notice of Restriction on Transfer of
Property and any other debt, loan or security instruments between Trustor and the
Beneficiary relating to the Property
Section 1.3 The term "Note" means the promissory, note in the principal
amount of Seven Million Three Hundred Twenty-Nine ThousimdDollars ($7,329,000) of
even date herewith executed by the Trustor in favor of the Beneficiary, the payment of
which is secured by this Deed of Trust. (A copy of the Note is on file with the
Beneficiary and terms and provisions of the Note are incorporated herein by reference. I.
Section 1 4 The term "Principal" means the amount required to be paid under
the Note.
Section 1. 5 The term "Regulatory Agreement" means that certain Regulatory
Agreementand Declaration of Restrictive Covenants of even' date herewith by and
between the Beneficiary and the Trustor
Section I 6 The,term "Senior Lenders" means lenders making loans under the
Approved Financing as defmed in Section I I (e) ofthe Loan Agreement.
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ARTICLE 2.
MAINTENANCE AND MODIFICATION OF THE PROPERTY AND SECURITY
Section 2. I Maintenance and Modification 0 f the Property by Trustor
The Trustor agrees that at all times prior to full payment of the sum owed under
the Note, the Trustor will"at the Trustor's own expense, maintain; preserve and keep the
Security or cause the Security to be maintained and preserved in-good condition. The
Trustor,will from time to time make or cause to be made all repairs: replacements and
renewals deemed proper and necessary by it. The Beneficiary shall have no
responsibility in any of these mattetsor for the making of improvements or additions to
the Security
Trustor agrees to pay fully and discharge (or cause to be paid fully and
discharged) all claims for labor done and for material and services furnished in
connection with the Security, diligently to file or procure the filing of a valid notice of
cessation upon the event ofaces~ation of labor on the work or construction on the
Security for a continuous period of thirty (30) days or more; and to take all other
reasonable steps, to forestall'the assertion of claims of lien against the Security of any part
thereof. Trustor irrevocably appoints, designates and authorizes Beneficiary as its agent
(said agency being coupled'withan interest) with the authority, but without any
obligation, to file for record any notices of completion or cessation of labor or any other
notice that Beneficiary deems necessary or desirable to protect its interest in and to the
Security or the Loan Documents; provided, however, that Beneficiary shall exercise its
rights as agent ofTrustor,6nly in the event that Trustor shall fail to take, or shall fail to
diligently continue to take, those actions as hereinbefore provided.
Upon demand by Beneficiary, Trustor shall make or cause to be made such
demands or claims as Beneficiary shall specify upon laborers, materialmen,
subcontractors or other persons who have furnished or claim to have furnished labor,
services or materials in connection with the Security Nothing herein contained shall
require Trustor to pay any claims for labor, materials or services which Trustor in good
faith disputes and is diligently contesting provided that Trustor shail, within thirty (30)
days, after the filing of any claim of lien, record in the Office of the Recorder, a surety
bond in an amount I and 1/2 times the amount of such claim item to protect against a
claim of lien.
Section 2.2 Granting of Easements.
Trustor may not grant easements, licenses, rights-of-way or other rights or
privileges in the nature of easements with respect to any property or rights included in the
Security except those required or desirable for installation and maintenance of public
utilities including, without limitation, water, gas, electricity, sewer, telephone and
telegraph, or those required bylaw, and as approved, in writing, by Beneficiary
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Section 2.3 Assignment of Rents.
As part of the consideration for the indebtedness evidenced by the Note, Trustor
hereby absolutely and unconditionally assigns and transfers to Beneficiary all the rents
and revenues of the Property including those now due, past due, or to become due by
virtue of any lease or other agreement for the occupancy or use of all or any part of the
Property, regardless of to whom'the rents and revenues of the Property are payable.
Trustor'hereby authorizes Beneficiary or Beneficiary's agents to collect the aforesaid
rents and revenues and hereby directs each resident ofthe Property to pay such rents to
Beneficiary or Beneficiary's agents; provided, however, that prior to written notice given
by Beneficiary to Trustor ofthe breach by Trustor of any covenant or agreement of
Trustor in the Loan Documents, Trustor shall collect and receive all rents and revenues of
the' Property as trustee for the benefit of Beneficiary and Trustor to apply the rents and
revenues so collected to the sums secured by this Deed of Trust with the balance, so long
as no such breach has occurred, to the account of Trustor, it being intended by Trustor
and Beneficiary that this assigmnentofrents constitutes an absolute assignment and not
an assignment for additional security only Upon delivery of written notice by
Beneficiary to Trustor of the breach by Trustor of any covenant or, agreement of Trustor
in the Loan Documents, and without the necessity of Beneficiary, entering upon and
taking and maintaining full control of the Property in person, by agent or by a court-
appointed receiver, Beneficiary shall immediately be entitled to possession of all rents
and revenues of the Property as specified in this Section 2.3 as, the same becomes due and
payable,including but,not limited to rents then due and unpaid, and all such rents shall
immediately upon delivery of such notice be held by Trustor as trustee for the benefit of
Beneficiary only; provided, however, that the written notice by Beneficiary to Trustor of
the breach by Trustor shall contain a statement that BenefiCiary exercises its rights to
such rents. Trustor agrees that commencing upon delivery of such written notice of
Trustor's,breach by Beneficiary to Trustor, each Resident ofthe Property shall make such
rents payable to and pay such rents to Beneficiary or Beneficiary's,agents on
Beneficiary's written demand to each resident therefor, delivered to each resident
personally, by mail or by delivering such demand to each, rental unit, without any liability
on the part of said resident to inquire further as to the existence of a default by Trustor.
Trustor hereby covenants that Trustor has not executed any prior assignment of
said rents, that Trustor has not performed, and will not perform, any acts or has not
executed and will not execute, any instrument which would prevent Beneficiary from
exercising its rights under this Section 2.3, and that at the time of execution of this Deed
of Trust, there has been no anticipation or prepayment of any of the rents of the Property
for more than two (2) months prior to the due dates of such rents. Trustor covenants that
Trustor will not hereatler collect or accept payment of any rents of the Property more
than two (2) months prior to the due dates of such rents. Trustor further covenant that
Trustor will execute and deliver to Beneficiary such further assignments of rents and
revenues of the Property as Beneficiary may from time to time request.
Upon Trustor's breach of any covenant or agreement of Trustor in the Loan
Documents, Beneficiary may in person, by agent or by a court-appointed receiver,
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regardless,of,the,adequacy of Be!leficiary's security, enter upon and take and maintain
ftill control of:the Property in order to perform all acts necessary ,and appropriate for the
operation and maintenance thereof including, but not limited to, the'execution,
cancellation, or modification of leases, the collection of all rents and revenues of the
Properly, the makingofrepairs to the Properly and the execution or termination of
contracts providing for the management or maintenance of the Property, all on such terms
as are deemed best to protecrthe security ofthis Deed of Trust. In the event Beneficiary
elects to seek the appointment of a receiver for the Property upon Trustor's breach of any
covenant or agreement of Trtistor in this Deed of Trust, Trustor hereby expressly
consents to the appointment of such receiver. Beneficiary or the receiver shall be entitled
to receive a reasonable fee for so managing the Property
All rents and revenues collected subsequent to delivery ofwiitten notice by
Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor
in the Loan Documents shall be applied first to the costs, if any, of taking control of and
managing the Property and collecting the rents, including, butnotlimited to, attorney:s
fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Properly,
prem.iums on insurance po lities, taxes, assessments and other charges on the Properl)i,
and, the costs of discharging any obligation or liability ofTrustor'aslessor or landlord of
the Property and then to the,sutits secllred by this deed of Trust. Beneficiary or the
receiver shall have access to the books and records used in the operation and maintenance
of the Property and shall be liable to account only for those rents actually received.
Beneficiary shall ,not be liable to Trustor, anyone claiming under or through Trustor or
anyone,having an interest in the Property by reason of anything 'done or left undone by
Beneficiary under this Section 2.3
If the rents of the Properly are not sufficient to meeuhe costs, if any, of taking
control of and managing the Properly and collecting the rents, any funds expended by
Beneficiary for such purposes shall become indebtedness of Trustor to Beneficiary
secured by this Deed of Trust pursuant to Section 3.3 hereof. Unless Beneficiary and
Trustor agree in writing to other terms of payment. such amounts,shall be payable upon
notice from Beneficiary to Trustor requesting payment thereof and shall bear interest
from the' date of disbursement at the rate stated in Section 3.3
Any entering upon and taking and maintaining of control of the Property by
Beneficiary or the receiver and any application ofrents as provided herein shall not cure
or waive any default hereunder'or invalidate any other rightor remedy of Beneficiary
under applicable law or provided herein. This assignment of rents of the Property shall
terminate at such time as this Deed of Trust ceases to secure indebtedness held by
Beneficiary
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ARTICLE 3.
TAXES AND INSURANCE, ADVANCES
Section 3 I Taxes, Other Governmental Charges and Utility Charges.
Trustor shall pay, or cause to be paid, at least fifteen'(15) days prior to the date of
delinquency, all taxes, assessments, charges and levies imposed by any public authority
or utility company which are or may become a lien affecting the Security or any part
thereof; provided, however, that Trustor shall not be required to pay and discharge any
such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly
and actively contested in good faith and by appropriate proceedings, and (b) Trustor
maintains reserves adequate to pay any liabilities contested pursuant to this Section 3 I
With respect to taxes, special assessments or other similar governmental charges, Trustor
shall pay such amount in full prior to the attachment of any lien therefor on any part of
the Security; provided, however, if such taxes, assessments or charges may be paid in
installments, Trustor may pay in such installments. Except as provided in clause (b) of
the first sentence of this paragraph, the provisions of this Section 3 I shall not be
construed ,to require that Trustor maintain a reserve account, escrow account, impound
account or other similar account for the payment of future taxes, assessments, charges
and levies.
In the event that Trustor shall fail to pay any of the foregoing items required by
this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to)
pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the
Trustor fails to fully pay such items within seven (7) business days after receipt of such
notice. Any amount so advanced therefor by Beneficiary, together with interest thereon
from the date of such advance at the maximum rate permitted by law, shall become an
additional obligation of Trustor to the Beneficiary and shall be secured hereby, and
Trustor agrees to pay all such amounts.
Section 3.2 Provisions Respecting Insurance.
Trustor agrees to provide insurance conforming in all respects to that required
under the Loan Documents during the course of construction and following completion,
and at all times until all amounts secured by this Deed ofTtiIst have been paid and all
other obligations secured hereunder fulfilled, and this Deed of Trust reconveyed.
All such insurance policies and coverages shall be maintained at Trustor's sole cost and
expense. Certificates of insurance for all of the above insurance policies, showing the
same to be in full force and effect, shall be delivered to the Beneficiary upon demand
therefor at any time prior to the Beneficiary's receipt of the entire Principal and all
amounts secured by this Deed of Trust.
Section 3.3 Advances.
In the event the Trustor shall fail to maintain the full insurance coverage required
by this Deed of Trust or shall fail to keep the Security in accordance with the Loan
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Documents, the Beneficiary, after at least seven (7) days prigr notic.e to Beneficiary, may
(but shall be under\no obligation to) take out the requinidpolicies of insurance and pay
the premiums on the same or may make such repairs or replacements as are necessary
and provide for payment thereof; and all amounts so advariced therefor by the
Beneficiary shall become an additional obligation of the Trustor io the Beneficiary
(together with interest as set forth below) and shall be secured,hereby, which amounts the
Trustor agrees to pay on the demand of the Beneficiary, and,if not so paid, shall bear
interest from the date of the advance at the Jesser of ten percent (10%) per annum or the
maximum rate permitted by law
ARTICLE 4.
DAMAGE, DESTRUCTION OR CONDEMNATION
Section 4 I A wards and Damages.
Subject to the rights of .senior lenders, all judgments, awards of damages,
settlements and compensation made in connection with or in lieu of (1) taking of all or
any. part of or any interest in the Property by or under assertion of the power of eminent
domain, (2) any damage to or destruction of the Property or ih any part thereof by insured
casualty, and (3) any other injury or damage to all or any part of the Property ("Fltnds")
ate hereb)hassigned to and shall be paid to the Beneficiary bya check made payable.to
the BenefiCiary The Beneficiary is authorized and empowered (but not required) to
collect andreceive'any Funds and is authorized to apply them iri whole or in part upon
any indebtedness or obligation, secured hereby, in such order and manner as the
Beneficiary shall determine at its sole option. The Beneficiary shall be entitled to settle
and adjust all claims underinsurance policies provided under this' Deed of Trust and may
deduct and retain from the proceeds, of such insurance the amount of all expenses
incurred by it in connection with any such settlement or adjustment. All or any part of
the amounts so collected and recovered by the Beneficiary maybe released to Trustor
upon such conditions as the Beneficiary may impose for its disposition including repair
or restoration in accordance with Section 4 7(b) of the Loan Agreement. Application of
all or any part of the Funds co Ilected and received by the Beneficiary or the release
thereof shall not cure or waive any default under this Deed,of Trust. The rights of the
Beneficiary under this Section 4 1 are subject to the rightS of any senior mortgage lender.
ARTICLE 5.
AGREEMENTS AFFECTING THE PROPERTY, FURTHER ASSURANCES;
PAYMENT OF PRINCIPAL AND INTEREST
Section 5 I Other Agreements Affecting Property
The Trustor shall duly and punctually perform all.terms, covenants, conditions
and agreements bihdihg upon it under the Loan Documents and any other agreement of
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any nature whatsoever now or'hereafter involving or affecting the Security, or any part
thereof
Section 5.2 Agreement to Pay Attorneys' Fees and Expenses.
In the event of any Event of Default (as defined below) hereunder, and if the
Beneficiary should employ attorneys or incur other expenses for the collection of
amounts due or the enforcement of performance or observance Of an obligation or
agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will,
on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such
other reasonable expenses so incurred by the Beneficiary; and any such amounts paid by
the Beneficiary shall be added to the indebtedness secured by the lien of this Deed of
Trust, and,shall bear interest froin the date such expenses are incurred at the lesser often
percent (10%) per annum or the maximum rate permitted by law
Section 5.3 Payment of the Principal.
The Trustor shall pay to the Beneficiary the Principal and any other payments as
set forth in the Note in the amounts and by the times set out therein.
Section 5 4 PersonarProperty
To the maximum extent p,ernlitted by law, the personal property subject to this
Deed of Trust shall be deemed to be fixtures and part of the real property and this Deed
of Trust shall constitute a fixtures filing under the CaliforniaCommercial Code. As to
any personal property not deemed or pennitted to be fixtures, this Deed of Trust shall
constitute a security agreement under the California Commercial Code
Section 5.5 FinanCing Statement.
The Trustor shall deliver to the Beneficiary such financing statements pursuant to
the appropriate statutes, and any other documents or instruments as are required to
convey to the Beneficiary'a valid' perfected security interest in the Security The Trustor
agrees to perfonn all actswhicp the Beneficiary may reasonably request so as to enable
the Beneficiary to maintain such valid perfected security interest in the Security in order
to secure the payment of the Note in accordance with their terms. The Beneficiary is
authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall
deem appropriate from time to time in order to protect the security interest established
pursuant to this instrument.
Section 5 6 Operation of the Security
The Trustor shall operate the Security (and, in case of a transfer of a portion of the
Security subject to this Deed of Trust, the transferee shall operate such portion ofthe
Security} in full compliance with the Loan Documents.
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Section 5 7 Inspection of the Security
At'any and all reasonable times upon seventy-two (72) hours' notice, the
Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and
representatives, shall have the right, without payment of charges or fees, to inspect the
Security
Section 5.8 Nondiscrimination.
The Trustor herein covenants by and for itself, its heirs, executors, administrators,
and assigns, and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, age, sex, sexual orientation, marital status, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
Security nor shall the Trustor itself or any person claiming under or through it establish
or permit any such practice or practices of discrimination or segregation. with reference to
the selection, location, number, use or occupancy of residents, lessees, subtenants,
sub lessees or vendees in the Security The foregoing covenants shall run with the land.
ARTICLE 6.
HAZARDOUS WASTE
Trustor shall keep and maintain the Property in compliance with, and shall not
cause or permit the Property to be in violation of any federal, state or local laws,
ordinances or regulations relating to industrial hygiene or to the environmental conditions
on, under or about the Property including, but not limited to, soil and ground water
conditions. Trustor shall not use, generate, manufacture, store or dispose of on, under, or
about the Property or transport to or from the Property any flammable explosives,
radioactive materials, hazardous wastes, toxic substances or related materials, including
without limitation, any substances defined as or included in the definition of "hazardous
substances,l1 hazardous waste:s," "hazardous materials," or "toxic substances" under any
applicable federal or state laws or regulations (collectively referred to hereinafter as
"Hazardous Materials") except such of the foregoing as may be customarily kept and
used in and about multifamily residential property
Trustor shall immediately advise Beneficiary in writing if at any tinle it receives
written notice of (i) any and ,all enforcement, cleanup, removal or other governmental or
regulatory actions instituted, completed or threatened against Trustor or the Property
pu'rsuant to any applicable federal, state or local laws, ordinances, or regulations relating
to any Hazardous Materials, ("Hazardous Materials Law"); (ii) all claims made or
threatened by any third party against Trustor or the Property relating to damage,
contribution, cost recovery compensation, loss or injury resultihg from any Hazardous
Materials (the matters set forth in clauses (i) and (ii) above hereinafter referred to a
"Hazardous Materials Claims"); and (iii) Trustor's discovery of any occurrence or
condition on any real property adjoining or in the vicinity of the Property that could cause
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the Property or any part thereof to be classified as "border-zone property" under the
provision of California Health and Safety Code, Sections 25220 et 2ffi., or any regulation
adopted in accordance therewith, or to be otherwise subject to any restrictions on the
ownership, occupancy, transferability or use of the Property under any Hazardous
Materials Law
Beneficiary shall have the right to join and participate in, as a party if it so elects,
any legal proceedings or actions initiated in connection with any Hazardous Materials
Claims and to have its reasonable attorneys' fees in connection therewith paid by Trustor
Trustor shall indemnify and hold harmless Beneficiary and its board members,
supervisors, directors, officers, employees, agents, successors and assigns from and
against any loss, damage, cost, expense or liability directly or indirectly arising out of or
attributable to the use, generation, storage, release, threatened release, discharge,
disposal, or presence of Hazardous Materials on, under, or about the Property including
without limitation: (a) all foreseeable consequential damages; (b) the costs of any
required or necessary repair, cleanup or detoxification of the Property and the preparation
and implementation of any closure, remedial or other required plans; and (c) all
reasonable costs and expenses incurred by Beneficiary in connection with clauses (a) and
(b), including but not limited to reasonable attorneys' fees.
Without Beneficiary's prior written consent, which shall not be unreasonably
withheld, Trustor shall not take any, remedial action in response to the presence of any
Hazardous Materials on, under or about the Property, nor enter into any settlement
agreement, consent decree, or other compromise in respect to any Hazardous Material
Claims, which remedial action, settlement, consent decree or compromise might, in
Beneficiary's reasonable judgment, impair the value of the Beneficiary's security
hereunder; provided, however, that Beneficiary's prior consent shall not be necessary in
the event that the presence of Hazardous Materials on, under, or about the Property either
poses an immediate threat to the health, safety or welfare of any individual or is of such a
nature that an immediate remedial response is necessary and it is not reasonably possible
to obtain Beneficiary's consent before taking such action, provided that in such event
Trustor shall notify Beneficiary as soon as practicable of any action so taken
Beneficiary agrees not to withhold its consent, where such consent is required
hereunder, if either (i) a particular remedial action is ordered by a court of competent
jurisdiction, (ii) Trustor will or may be subjected to civil or criminal sanctions or
penalties if it fails to take a required action, (iii) Trustor establishes to the reasonable
satisfaction of Beneficiary that there is no reasonable alternative to such remedial action
which would result in less impainnent of Beneficiary's security hereunder; or (iv) the
action has been agreed to by Beneficiary
The Trustor hereby acknowledges and agrees that (i) this Article is intended as the
Beneficiary's written request for information (and the Trustor's response) concerning the
environmental condition of the Property as required by California Code of Civil
Procedure Section 726.5, and (ii) each representation and warranty in this Deed of Trust
or any of-the other Loan Documents (together with any indemnity applicable to a breach
II
1552\02\524 t 38,3
. .
21752
of any such representation and warranty) with respect to the environmental condition of
the property is intended,by,the Beneficiary and the Trustor t6 bean "environmental
provision'; for purposes of California Code of Civil Procedure Section 736.
In the event that any portion of the Property is detennined to be "environmentally
impaired"(as that term is defined in California Code of Civil Procedure Section
726.5(e)(3)) or to be an "affected parcel" (as that term is defined in California Code of
Civil Procedure Section'726.5(e)(I)), then, without otherwise limiting or in any way
affecting the Beneficiary's orthe Trustee's rights and remedies under this Deed of Trust,
the Beneficiary may electto exercise its rights under California Code of Civil Procedure
Section 726.5(a) to (I) waive its lien on such environmentally impaired or affected
portion of the Property and (2) exercise (a) the rights and remedies of an unsecured
creditor, including reduction of its claim against the Trustor to judgment, and (b) any
other rights and remedies peffilitted by law For purposes of determining the Beneficiary's
right to proceed as an unsecured,creditor under California Code of,Civil Procedure
Section 726.5(a), the Trustor shall be deemed to have willfully permitted or acquiesced in
a release or threatened.relea~e of hazardous materials, within the' meaning ofCaliforriia
Code of Civil Procedure Section 726.5(d)( I), if the release or threatened release of
hazardous materials was knowingly or negligently caused or contributed to by any lessee,
occupant, or user of any portion of the Property and the Trustor, knew or should have
known of the activity by sltchlessee, occupant, or user which,caused or contributed to the
release orthreatened.release, All costs and expenses, including ,(but not limited to)
attorneys' fees, incurred by the Beneficiary in connection with;~ny action commenced
under this paragraph, including any action required by California Code of Civil
Procedure Section 726.5(b) to determine the degree to which the Property is
environmentally impaired, plus interest thereon at the rate specified in the Note until
paid, shall be added to the indebtedness secured by this Deed of Trust and shall be due
and payable to the Beneficiary upon its demand made at any time following the
conclusion of such action.
ARTICLE 7.
EVENTS'OF DEFAULT AND REMEDIES
Section 7 I Events of Default.
The following shall constitute Events of Default following the expiration of any
applicable notice and cure periods: (I) failure to make any payment to be paid by Trustor
under,the Loan Documents; (2) failure to observe or perform any of Trustor's other
cov~nants, agreements or obligations under the Loan Documents, including, without
liInitation, the provisions 'concerning discrimination; or (3) failure to make any payment
or perfonnany of Trustor's other covenants. agreements, orobligations under any other
debt instruments or regulatbry'agreement secured by the..Property, which default shall not
be cured within the times and in the manner provided therein.
1552\021524138.3 12
. .
21753
Section .7.2 Acceleration of Maturity
If an Event of Default shall have occurred and be continuing, then at the option of
I the Beneficiary, the amountpf any payment related to the Event of Default and the
unpaid Principal of the Note shall immediately become due and payable, upon written
notice by the Beneficiary to the Trustor (or automatically where so specified in the Loan
Documents), and no omission on the part of the Beneficiary to exercise such option when
entitled to do so shall be construed as a waiver of such right
Section 7.3 The Beneficiary's Right to Enter and Take Possession.
If an Event of Default shall have occurred and be continuing, the Beneficiary
may'
(a) 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 the,security and take possession thereof (or any part thereof) and
of-any of the Security, in its own name or in the name of Trustee, and do any acts which
it deems necessary or desirable to preserve the value or marketability of the Property, or
part thereof or interest therein, increase the income therefrom or protect the security
thereof. The entering upon and taking possession of the Security shall not cure or waive
any Event of Default or'Notice of Default (as defined below.) hereunder or invalidate any
act done in response to such Default or pursuant to such Notice of Default and,
notwithstanding the continuance , in possession of the Security, Beneficiary shall be
entitled to exercise every right provided for in this Deed of Trust, or by law upon
occurrence of- any Event of Default, including the right to exercise the power of sale;
(b) Commence an action to foreclose this -Deed of Trust as a mortgage,
appoint a receiver, or specifically enforce any of the covenants hereof;
(c) Deliver to Trustee a written declaration of default and demand for
sale, and a written notice of-default and election to cause Trustor's interestin the Security
to be sold ("Notice of Def~ult,and Election to Sell"), which notice Trustee or Beneficiary
shall cause to be duly filed for record in the Official Records; or
(d) Exercise all other rights and remedies,provided herein, in the
instruments by which the Trustor acquires title to any Security, or in any other document
or agreement now or hereafter evidencing, creating or secuting'all or any portion of the
obligations secured hereby, or provided by law
Section 7 4 Foreclosure By Power of Sale,
Should the Beneficiary elect to foreclose by exercise ofthe power of sale herein
contained, the Beneficiary shall give notice to the Trustee (the "Notice of Sale") and shall
depos,itwith Trustee this Deed of Trust which is secured;hereby (and the deposit of which
shall be deemed to constitute evidence that the unpaid principal amount of the Note is
13
1552\02\524138:3
. .
21754
immediatelydue and payable); and such receipts and evidence of any expenditures made
that awadditionally secured hereby as Trustee may'require.
(a) Upon receipt of such nol1ce from the 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 ori Trustor, ,after lapse of such time as may then be required by law and after
recordation of such Notice of Default and Election to Sell and after Notice of Sale having
been given as required by law, sell the Security at the time and place of sale fixed by it in
said Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee
shall deem expedient and insllch order as it may determine unless specified otherwise by
the Trustor according to California Civil Code Section 2924g(b), at public auction to the
highest bidder, for cash in lawfuI.money of the United States payable,at the time of sale.
Trustee shall deliver to such purchaser or purchasers thereofits,good and sufficient deed
or deeds conveying the property:so sold, but without any covenant Of warranty, express
or implied. The recitals in such deed or any matters of facts shall be conclusive proof of
the truthfulness thereof Any person, including, without limitation, Trustor, Trustee or
Beneficiary, may purchase at;such sale, and Trustor hereby covenants to warrant and
defend the title of such purchaser or purchasers,
(b) After deducting all reasonable costs, ,fees and expenses of Trustee,
including costs of evidence of title in connection with such sitle, Trustee shall apply the
proceeds of sale, to payment of: (i) the unpaid Principal amount of the Note; (ii) all other
amounts owed to Beneficiary under the Loan Documents; (iii) :ill other sums then
secured hereby; and (iv) the remainder, if any, to Trustor.
(c) Trustee may postpone sale of all or any portion of the Property by
public announcement at. such,..time and place of sale, and from time to time thereafter, 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.
Section 7.5 Receiver.
If an Event of Default shall have occurred and be continuing, Beneficiary, as a
matter of right and without further notice to Trustor or anyone claiming under the
Security, and without regard to ,the then value ofthe Security, or the interest of Trustor
therein,.shall have the right to apply to any court having jurisdiction to appoint a receiver
or receivers of the Security (ora part thereof), and Trustor hereby irrevocably consents to
such appointment and waives 'further notice of any application' therefor. Any such
receiver or receivers shall have all the usual powers and duties ofreceivers in like or
similar cases, and all the powers and duties of Beneficiary in case of entry as provided
herein, and shall continue as such and exercise all such powers until theditte of
corifirmation of sale of the Security, unless such receivership is sooner terminated.
14
1552\021524138.3
. . 21755
Section 7.6 Remedies Cumulative.
No right, power or remedy conferred upon or reserved to the Beneficiary by this
Deed of Trust is intended to be ,exclusive of any other right, power or remedy, but each
and every such right, power and remedy shall be cumulative and concurrent and shall be
in addition to any other right, power and remedy given hereunder or now or hereafter
existing at law or in equity
Section 7 7 No Waiver
(a) No delay or omission oflhe Beneficiary to exercise any right,
power or remedy accruing upon any Event of Default shall exhaust or impair any such
right, power or remedy, or shall,be,construed to be a waiver,of any such Event of Default
or acquiescence therein; and,everyright"power and remedy given by this Deed of Trust
to the Beneficiary may be exercised from time to time and as often as may be deemed
expeditious by the Beneficiary Beneficiary's express or implied consent to a breach by
Trustor"or a waiver of any obligation of the Trustor hereunder shall not be deemed or
con'strued to be a consent to any subsequent breach, or further waiver, of such obligation
or of any other obligations of the Trustor hereunder. Failure on the part of the
Beneficiary to complain of arty act or failure to act or to declare an Event of Default,
irrespective of how long such failure continues, shall not constitute a waiver by the
Beneficiary of its righthereurtder or impair any rights, power or remedies consequent on
any Event of Default by the Trustor.
(b) If the Beneficiary (i) grants forbearance or an extension of time for
the payment, of any sums secured hereby, (ii) takes other or.additional security or the
payment of any sums secured hereby, (iii) waives or does not exercise any right granted
in the Loan Documents, (iv) releases any part of the Security from the lien of this Deed of
Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the
Loan Documents, (v) consents to the granting of any easement or other right affecting the
Security, or (iv) makes or consents to any agreement subordinating the lien hereof, any
such act or omission shall not,release, discharge, modify; change or affect the original
liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent
purchaser of the Security or, any part thereof, or any maker, co-signer, endorser, surety or
guarantor (unless expressly released); nor shall any such,act o'r omission preclude the
Beneficiary from exercising any right, power or privilege herein granted or intended to be
granted in any Event of Default then made or of any subsequent Event of Default, nor,
except as otherwise expressly provided in an instrument or instruments executed by the
Beneficiary shall the lien ofthis Deed of Trust be altered thereby
Section 7.8 Suits to Protect the Security
The Beneficiary shall have power to (a) institute and maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Security and the
rights,ofthe Beneficiary as may be unlawful or any violation of this Deed of Trust, (bl
preserve or protect its interest (as described in this Deed of Trust) in the Security, and (c)
]5
1552\02\524 t 38.3
. .
21756
restrain the. enforcement of or compliance with any legislation or other governmental
enactment, rule oiorder that may be unconstitutional or otherwise'invalid, if the
enforcement for compliance with such enactment, rule or order would impair the Security
thereunder or be prejudicial to the interest of the Beneficiary
Section 7.9 Trustee May File Proofs of Claim.
In the case of any receivership, insolvency, bankruptcy, reorganization,
arrangement, adjustment, composition or other proceedings affecting the Trustor, its
creditors or its property, the Beneficiary, to the extent pennitted by law, shall be entitled
to file such proofs of claim and other documents as may be necessary or advisable in
order to have the claims of the Beneficiary allowed in such proceedings and for any
additional amount which may become due and payable by the Trustor hereunder after
such date.
Section 7 10 Waiver
The Trustor waives presentment, demand for payment, notice of dishonor, notice
ofprotest and nonpayment, protest, notice of interest on interest and late charges, and
diligence.in taking any action,tocollect any sums owing under the Note or in proceedings
against the Security, in connection with the delivery, acceptance, performance, default,
endorsement or guaranty of this Deed of Trust.
ARTICLE 8.
MISCELLANEOUS
Section 8.1 Amendments.
This instrument cannot be waived, changed, discharged or terminated orally, but
only by an instmment in writing signed by Beneficiary and Tmstor
Section 8.2 Reconveyance by Tmstee.
Upon written request of Beneficiary stating that all sums secured hereby have
been paid or forgiven, upon expiration of the term of the Regulatory Agreement, and
up6n,surrerider of this Deed of Tmst to Trustee for cancellation and retention, and upon
payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey the Security to
Trustor, or to the person or persons legally entitled thereto.
Section 8.3 Notices.
If at any time after the execution ofthis Deed of Trust it shall become necessary
or convenient for one of the parties hereto to serve any notice, demand or communication
upon the other party, such notice, demand or communication shall be in writing and shall
be served personally or by depositing the same in the registered United States mail, return
1552\02\524138.3 16
. .
21757
receipt requested, postage prepaid and (1) if intended for Beneficiary shall be addressed
to.
The Poway Redevelopment Agency
13325 Civic Center Drive
Poway, CA 92064
Attn: Executive Director
and (2) if intended for Trustor shall be addressed to:
Oak Knoll Housing Associates, L.P
1820 S. Escondido Blvd, Suite 10 1
Escondido, CA 92025
Any notice, demand or communication shall be deemed given, received, made or
communicated on the date personal delivery is effected or, if mailed in the manner herein
specified, on the delivery date or date delivery is refused by the addressee, as shown on
the return receipt. A copy of any notice sent to Agency must also be sent to the Office of
the City Clerk at the above address. Either party may change its address at any time by
giving written notice of such change to Beneficiary or Trustor as the case may be, in the
manner provided herein, at least ten (10) days prior to the date such change is desired to
be effective.
Section 8.4 Successors and Joint Trustors.
Where an obligation is created herein binding upon Trustor, the obligation shall
also apply to and bind any transferee or successors in interest. Where the terms of the
Deed of Trust have the effect of creating an obligation of the Trustor and a transferee,
such obligation shall be deemed to be a joint and several obligation of the Trustor and
such transferee. Where Trustor is more than one entity or person, all obligations of
Trustor shall be deemed to be a joint and several obligation of each and every entity and
person comprising Trustor
Section 8.5 Captions.
The captions or headings at the beginning of each Section hereof are for the
convenience of the parties and are not a part of this Deed of Trust.
Section 8.6 Invalidity of Certain Provisions.
Every provision of this Deed of Trust is intended to be severable. In the event
any term or provision hereof is declared to be illegal or invalid for any reason whatsoever
by a court or other body of competent jurisdiction, such illegality or invalidity shall not
affect the balance of the terms and provisions hereof, which terms and provisions shall
remain binding and enforceable. If the lien of this Deed of Trust is invalid or
unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any
17
1552\021524138.3
. .
21758
part of the .security, the unsecured or partially secured portion'ofthe debt, and all
payments' made on the debt, whether voluntary or under foreclosure or other enforcement
actlon'or procedure, shall be considered to have been first pai(j or applied to the full
payment orthat portion of the debt which is not secured or, partially secured by the lien of
this Deed of Trust.
Section 8.7 Governing Law
This Deed of Trust shall be governed by and construed in accordance with the
laws of the State of California.
Section 8.8 Genderand Number
Inthis Deed of Trust the singular shall include the plural and the masculine shall
include the feminine and, neuter and vice versa, if the context so requires.
Section 8.9 Deedof Trust, Mortgage,
Any reference in this Deed of Trust to a mortgage shall also refer to a deed of
trust and any reference to a deed of trust shall also refer to a mortgage.
Section 8.10 Actions.
Trustor agrees to appear in and defend any action or proceeding purporting to
affect the Security
Section 8. ] ] Substitution of Trustee.
Beneficiary may from time to time substitute a successor or successors to any
Trustee named herein or acting hereunder to execute this Trust. Upon such appointment,
and without conveyance to the successor trustee, the latter'shall be vested with all title,
powers, and duties conferred upon any Trustee herein named or acting hereunder Each
such appointment and substitution shall be made by written instrument executed by
Beneficiary, containing reference to this Deed of Trust and its place of record, which,
when duly recorded in the proper office of the county of'l,ounties in which the Property is
situated, shall be conclusive proof of proper appointment,ofthe,successor trustee.
Section 8.12 Statute of Limitations.
The pleading of any statute oflimitations as a defense' to any and all obligations
secured by this Deed of Trust is hereby waived to the full extent permissible by law
Section 8.13 Acceptance by Trustee.
Trustee accepts this Trust when this Deed of Trust, duiy executed and
acknowledged, is made public record as provided by law Except as otherwise provided
1552io2\524138,3 18
. .
21759
by law the Trustee is not obligated to notify any party hereto of pending sale under this
Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee
shall be a party unless brought by Trustee.
Section 8.14 Tax Credit Provisions
Notwithstanding.an)1hing to the contrary contained herein or in any documents
secured by this Deed of Trust or contained in any subordination agreement, the
Beneficiary acknowledges "and agrees that in the event of a foreclosure or deed-in-lieu of
foreclosure (collectively, "Foreclosure") with respect to the Property encumbered by this
Deed of Trust, the following rule contained in 26 U.S.C Section 42(h)(6)(E)(ii}. as
amended, shall apply'
For a period of three (3) years from the date of Foreclosure, with respect to any
unit that had been regulated by the Regulatory Agreement with the California Tax Credit
Allocation Committee, (i) none of the tenants occupying those units at the time of
Foreclosure may be evicted or their tenancy tenninated (other than for good cause), (ii)
nor may any rent be increased except as otherwise permitted under Section 42 of the
Internal Revenue Code.
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day
and year first above written,
TRUSTOR.
OAK KNOLL HOUSING ASSOCIATES, L.P., a California
limited partnership
By Fallbrook Renaissance LLC, a California limited
liability company
Its: General Partner
By Community Housing Works, a California
nonprofit public benefit corporation
Its: Sol
By
19
1552\021524138,3
. .
21760
STATE OF CALIFORNIA )
COUNTY OF /iO~11 11;~/d> j
On /7f/I2~H JY,'20at'before me, ,
NotaryPublic, personally appeared s:: 0.!:Ci.n
,
who p~d to me on th.e basis of satisfactory evidence to be the,person~ whose name(i)
is/lJ"e subscribed to the within.ihstrument and acknowledged to me that 9-e'/she/t]Jlry
executed the same in JHs'Iher/\Jldr authorized capacity~), and'that by ~/her/th.oo-
signatureMon the instrument the personj81, or the entity upon behalf of which the
perso~ acted, executed the instrument.
I certify under PENALTY OF PERWRY under the laws of the State of Cali fomi a that
the foregoing paragraph is true and correct.
WITNESS my hand ya~d OffiCi~, at.
Si"""""d?~L 7~ (S"". _ _ _.
! ~ _.._..~~
~ ADElINA ENRIQU,z
- ,.-..', Commission # 1548691
i ~ ..~, ':, Notary Public - COlifomJa ~
~ ,..' '", San Diego County -
. . MyComm. Expires Jon 29. 2000
_. - - - -
.'
1552\02\524138.3
, . . . ~
21761
EXHIBIT A
(Legal Description)
The land is situated in the City of Poway, County of San Diego, State of California, and is
described as follows:
THOSE: PORTIONS OF THE SOUTHEAST QUARTER OF THE SOUTIiWBST ,QUARTER OF SECTION 14
ANI) OF -THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 14
SOUTH, RANGE 2 WEST. SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, State
of California, ACCORDING TO UNITED STATES GOVERNMENT SURVEY, APPROVED NOVEMBER
19, 1880 AND AUGUST 29, 1890, DESCRIBED AS FOLLOWS
COMMENCING AT A POINT WHICH IS 30 00 FEET DISTANT SOUTHERLY MEASURED AT RIGHT
ANGLES, FROM THE CENTER LINE OF THE 40 00 FOOT WIDE COUNTY ROAD TO POWAY, SAID
POINT OF COMMENCEMENT BEARING NORTH 59(1 54 t 20" EAST 454 09 FEET FROM THF: POINT
OF INTERSECTION OF THE SOUTHERLY LINE OF SAID SECTION 14, WITH THE CENTER LINE
OF MISSION ROAD I-A, AT STATION 378+70 90 THEREOF, AS SHOWN ON SHEET 15 OF THE
f.1AP OF SAID MISSION ROAD I.-A, SAN DIEGO COUNTY HIGHWAY COMMISSION ON FILF. IN 'l'HE
OFFICE OF THE SURVEYOR OF SAID COUNTY AND SAID POINT OF INTERSECTION BEARING
NORTH 880 57' oon WEST 3955 50 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION 14;
THENCE NORTH 830 20' OO~ EAST ALONG A LINE PARALLEL WITH- AND 30 00 FEET DISTANT
AT RIGHT ANGLES SOUTHERLY FROM THE CENTER LINE OF SAID COUNTY ROAD TO FOWAY.
239 38 FEET TO TilE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 830 20' 00'
EAST ALONG SAID PARLLEL LINE 234 55 FEET TO THE NORTHWEST CORNER OF THAT PORTION
OF TIlE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 14, CONVEYED
TO THE BANK OF ITALY NATIONAL TRUST AND SAVINGS ASSOCIATION, TO EDWARD C MC
ALEES, ET UX, BY DEED DATED JULY 1, 1927 AND RECORDED IN BOOK 1361, PAGE 278 OF
DEEDS; 1'HENCE SOUTH 000 43' OO~ WEST ALONG THE WESTERLY LINE OF SAID PORTION
CONVEY!:?:!) TO Me AL,EES AND ALONG THE SOUTHERLY PROLONGATION OF SAID WESTERLY
l,nfE, A DISTANCE OF 330 00 FEET; THENCE SOOTH 630 29' 15~ WEST 224.94 FEET;
THENCE SOUTH 700 08' 45" WEST 34 82 FEET; THENCE NORTH 000 43' 00" EAST 415 00
FEET TO THE TRUE POINT OF BEGINNING
1552\02\524138.3 A-I
-. - ----
@ Chicago Titl~sura.:ce C~mpauy .
LOAN POLICY OF TITLE INSURANCE
Issued by
Chicago Title Insurance Company
Any notice of claim and any other notice or statement in writing required to be given to the Com-
~any .upder this Policy must be given to the Company at the a(Jdress shown in Section 17 of the
ondltIons.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHED-
ULE B. AND THE CONDITIONS. CHICAGO TITLE INSURANCE COMPANY. a Missouri corporation (the "Company")
insures as of Date of Policy and. to the extent stated in Covered Risks I I. 13, and 14, after Date of Policy, against loss or damage,
not exceeding the Amount of Insurance. sustained or incurred by the Insured by reason of
1 Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss
from
(a) A defect in the Tille caused by
(i) forgery, fraud, undue intluence, duress. incompetency, incapacity. or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created. executed, witnessed, sealed, acknowledged. notarized, or deli v-
, . ered;
r (iv) failure to perform those acts necessary to create a document by electronic means authorized by law~
(v) a document executed under a falsified, expired, or otherwise invalid power of attorney~
(vi) a document not properly filed. recorded, or indexed in the Public Records including failure to perform those acts
by electronic means authorized by law; or
(vii)a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but
unpaid.
(c) Any encroachment, encumbrance, violation, variation. or adverse circumstance affecting the Title that would be dis-
closed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of
existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improve-
ments located on adjoining land.
3. Unmarketable Title.
4. No right of access' to and from the Land.
5. The violation orenforcement.of any law, ordinance, permit, or governmental regulation (including those relating to building
and zoning)'restricting, regulating, prohibiting, or relating to
(a) the occupancy, use. or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to
enforce, but only to the extent of the violation or enforcement refelTed to in that notice.
6. An enforcementaction based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of
the enforcement action. describing any pm1 of the Land, is recorded in the Public Records, but only to the extent of the
enforcement referred to in that notice.
7 The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land. is recorded in the
Public Records.
8. Any taking by a governmental body that has occurred and is hinding on the rights of a purchaser for value without Knowl~
edge.
FORM 72-041-06 ALTA Loan Policy (6-17-06)
,
. . Policy No.. 730I0780-U16
.
SCHEDULE A
Amount ofInsurance: $7,329;000'00
Premium: $2,765.80
Date of Policy' April I, 2008 at 3 10 pm
I Name of Insured:
Poway Redevelopment Agency, a public body corporate and politic
2. The estate or interest in the Land which is encumbered by the Insured Mortgage is:
A Fee
3 Title is vested in:
OAK KNOLL HOUSING ASSOCIATES, L.P., a California limited partnership
4 The Insured Mortgage and assignments thereof. if any, are described as follows:
SEE ATTACHED
5 The land referred to in this policy is described as follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
THIS POLICY VALID ONLY IF SCHEDULE B IS A TT ACHED
ALTA Loan Policy (6-17-06)
72.041-{)6 (6/1)6)
Page 1
,
. . Policy No.. 73010780-UI6
SCHEDULE A
(continued)
The insured mortgage and assignments thereof, if any, are described as follows:
A Deed of Trust to secure an indebtedness in the original amount shown below
Amount: $7,329,000.00
Dated: March II, 2008
Trustor Oak Knoll Housing Associates, L.P., a California limited partnership
Trustee: Chicago Title Company, a California corporation
Beneficiary' Poway Redevelopment Agency, a public body corporate and politic
Recorded: April 1, 2008 as file no. 2008-0169320 of Official Records
An agreement which states that this instrument was subordinated
To: Deed of Trust
Recorded: April 1, 2008 as file no. 2008-0169318 of Official Records
By Agreement
Recorded: April I, 2008 as file no. 2008-0169319 of Official Records
ALTA Loan Policy (6-17-06)
72-041-06 (6/06)
Page 2
. . Policy No.. 73010780-U16
LEGAL DESCRIPTION
EXHIBIT "A"
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS.
THOSE PORTIONS OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
SECTION 14 AND OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 23, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE
COUNTY OF SAN DIEGO, State Of California, ACCORDING TO UNITED STATES
GOVERNMENT SURVEY, APPROVED NOVEMBER 19, 1880 AND AUGUST 29, 1890,
DESCRIBED AS FOLLOWS.
COMMENCING AT A POINT WHICH IS 30.00 FEET DISTANT SOUTHERLY MEASURED AT
RIGHT ANGLES, FROM THE CENTER LINE OF THE 40.00 FOOT WIDE COUNTY ROAD TO
POW A Y, SAID POINT OF COMMENCEMENT BEARING NORTH 590 54' 20" EAST 454.09 FEET
FROM THE POINT OF INTERSECTION OF THE SOUTHERLY LINE OF SAID SECTION 14,
WITH THE CENTER LINE OF MISSION ROAD I-A, AT STATION 378+70.90 THEREOF, AS
SHOWN ON SHEET 15 OF TIlE MAP OF SAID MISSION ROAD I-A, SAN DIEGO COUNTY
HIGHWAY COMMISSION ON FILE IN THE OFFICE OF THE SURVEYOR OF SAID COUNTY
AND SAID POINT OF INTERSECTION BEARING NORTH 880 57' 00" WEST 3955.50 FEET FROM
THE SOUTHEAST CORNER OF SAID SECTION 14; THENCE NORTH 83020' 00" EAST ALONG A
LINE PARALLEL WITH AND 30.00 FEET DISTANT AT RIGHT ANGLES SOUTHERLY FROM
THE CENTER LINE OF SAID COUNTY ROAD TO POWAY, 239.38 FEET TO THE TRUE POINT
OF BEGINNING; THENCE CONTINUING NORTH 830 20' 00" EAST ALONG SAID PARALLEL
LINE 234.55 FEET TO TIlE NORTHWEST CORNER OF THAT PORTION OF THE SOUTHEAST
QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 14, CONVEYED TO THE BANK
OF IT AL Y NATIONAL TRUST AND SAVINGS ASSOCIATION, TO EDWARD C. MC ALEES, ET
UX, BY DEED DATED JULY 1,1927 AND RECORDED IN BOOK 1361, PAGE 278 OF DEEDS,
THENCE SOUTH 000 43' 00" WEST ALONG THE WESTERLY LINE OF SAID PORTION
CONVEYED TO MC ALEES AND ALONG THE SOUTHERLY PROLONGATION OF SAID
WESTERLY LINE, A DISTANCE OF 330.00 FEET, THENCE SOUTH 630 29' 15" WEST 224.94
FEET, THENCE SOUTH 700 08' 45" WEST 34.82 FEET, THENCE NORTH 000 43' 00" EAST 415.00
FEET TO THE TRUE POINT OF BEGINNING.
(APN: 317-550-05)
END OF LEGAL DESCRIPTION
ALTA Loan Policy (6-17-06)
72-041-06 (6/06)
Page 3
(
. . Policy No.. 73010780-U16
SCHEDULE B
EXCEPTIONS FROM COVERAGE
Except as provided in Schedule B -Part II, this policy does not insure against loss or damage, and the
Company will not pay costs, attorneys' fees, or expenses that arise by reason of:
PART I
I Property taxes, including any assessments collected with taxes, for the fiscal year 2008 . 2009 that
are a lien not yet due.
2. The lien of supplemental taxes, if any, assessed pursuant to the proVISIOns of Chapter 3.5
(commencing with Section 75) of the revenue and taxation code of the State of California
3 An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To: San Diego Gas and Electric Company
Purpose: public utilities, ingress and egress
Recorded: Mav 10. 1972 as file no. 117587 of Official Records
Affects: The exact location and extent of said easement is not disclosed of
record
4. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To: The Pacific Telephone and Telegraph Company
Purpose: public utilities, ingress and egress
Recorded: Mav 15. 1972 as file no. 121441 of Official Records
Affects: The exact location and extent of said easement is not disclosed of
record
5 An Agreement, and the terms and conditions as contained therein
Dated: March 24, 1980
By and Between: Mission Cable TV, Inc. and Subnam Inc.
Recorded: October 13. 1980 as file no. 80-337428 of Official Records
Regarding: Cable System
Reference is hereby made to said document for full particulars.
6. A document entitled "Memorandum of Agreement", dated, none shown, executed by Valerie
Quate and Coxcom, Inc., a Delaware corporation D/B/A Cox Communications San Diego, subject
to all the terms, provisions and conditions therein contained, recorded July 12. 2006 as file no.
2006-0490166 of Official Records.
ALTA Loan Policy (6-1 7-06)
72-04t-06 (6/06)
Page 4
. . Policy No.. 73010780-U 16
SCHEDULE B
(continued)
7 A Deed of Trust to secure an indebtedness in the original amount shown below
Amount: $3,100,000.00
Dated: March 18, 2008
Trustor' Oak Knoll Housing Associates, L.P., a California, limited partnership
Trustee: UnionBanCal Mortgage Corporation, a California corporation
BeneficiarY' UNION BANK OF CALIFORNIA, NA
Recorded: April I, 2008 as file no. 2008-0169318 of Official Records
END OF PART I
ALTA Loan Policy (6-1 7-06)
72-04 J.{J6 (6/06)
Page 5
. . Policy No.. 73010780-U16
SCHEDULE B
(continued)
PART II
In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters,
and the Company insures against loss or damage sustained in the event that they are not subordinate to the
.Iien of the Insured Mortgage:
I A document entitled "Agency Regulatory Agreement and Declaration of Restrictive Covenants",
dated, March I I, 2008, executed by Oak Knoll Housing Associates, L.P., a California limited
partnership, subject to all the terms, provisions and conditions therein contained, recorded April I,
2008 as file no. 2008-0169321 of Official Records.
2. A document entitled "Notice of Affordability Restrictions on Transfer of Property", executed by
Poway Redevelopment Agency, a public body corporate and politic and Oak Knoll Housing
Associates, L.P., a California limited partnership, subject to all the terms, provisions and conditions
therein contained, recorded April I, 2008 as file no. 2008-0169322 of Official Records.
END OF PART II
END OF SCHEDULE B
ALTA Loan Policy (6-17-06)
72-041-()6 (6/06)
Page 6
@ . .
Chicago Title Insurance Company
ENDORSEMENT
Attached to Policy No.: 730I0780-Ul6
Issued by
CHICAGO TITLE INSURANCE COMPANY
The Company hereby insures the owner of the indebtedness secured by the insured mortgage against loss
or damage which the insured shall sustain by reason of the failure of (i) a multiple family residence
known as 12509 Oak Knoll Road, Poway, Ca, to be located on the land at Date of Policy, or (ii) the map
attached to this policy to correctly show the location and dimensions of the land according to the public
records.
This endorsement is made a part of the policy and is subject to all of the tenns and provisions thereof and
of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the
tenns and provisions of the policy and any prior endorsements, nor does it extend the effective date of the
policy and any prior endorsements, nor does it increase the face amount thereof.
Dated: April 1, 2008
CHICAGO TITLE INSURANCE COMPANY
~&
By' JU-, ~
Authorized Signatory
CLTA ENDORSEMENT FORM t 16 (Rev 6.14.96)
AL T A - Lender
(Designation of Improvements, Address)
Page 7
@ . .
Chicago Title Insurance Company
ENDORSEMENT
Attached to Policy No.: 73010780-Ul6
Issued by
CHICAGO TITLE INSURANCE COMPANY
The Company hereby insures the owner of the indebtedness secured by the.insured mortgage'against loss
or damage which the insured shall sustain by reason of:
I The existence of any of the following:
(a) Covenants, conditions or ,restrictions under which the lien of the mortgage referred to in
Schedule A can be cut off, subordinated, or otherwise impaired;
(b) Present violations on the land of any enforceable covenants, conditions or restrictions;
(c) Except as shown in Schedule B, encroachments of buildings, structures or improvements
located on the land onto adjoining lands, or any encroachments onto the land of buildings,
structures or improvements located on adjoining lands.
2. (a) Any future violations on the land of any covenants, conditions or restrictions occurring prior
to acquisition of title to the estate or interest referred to in Schedule A by the insured,
provided such violations result in impairment or lossofthe:lien of the mortgage referred to in
Schedule A, or result in impainnent or loss of the title to the estate or interest referred to in
Schedule A if the insured shall acquire such title in satisfaction of the indebtedness secured
by the insured mortgage;
(b) Unmarketability of the title to the estate or interest referred to in Schedule A by reason of any
violations on the land, occurring prior to acquisitiol1 of title to the estate or interest referred to
in Schedule A by the insured, of any covenants, conditions or restrictions.
3 Damage to existing improvements, including lawns, shrubbery or trees
(a) Which are located or encroach upon that portion of the land subject to any easement shown in
Schedule B, which damage results from the exerclse,of the right to use or maintain such
easement for the purposes for which the same was granted or reserved;
(b) Resulting from the exercise of any right to use the surface of the land for the extraction or
development of the minerals excepted from the description of the land or shown as a
reservation in Schedule B.
4 Any final court order or judgment requiring removal from any land adjoining the land of any
encroachment shown in Schedule B.
Wherever in this endorsement any or all the words "covenants," "conditions" or "restrictions" appear, they
shall not'be deemed to refer to or include the tenns. covenants, conditions or restrictions contained in any
lease.
CLTA ENDORSEMENT FORM 100 (Rev 6.14.96)
AL T A - Lerider
(CC&R's, Encroachments, Minerals)
Page 8
. . Policy No.. 73010780-U16
ENDORSEMENT
( conlmued)
For purposes of this endorsement, the words "covenants," "conditions" or "restrictions" shall not be
deemed to refer to or include any covenants, conditions or restrictions relating to environmental
protection, except to the extent that a notice of a violation or alleged violation affecting the land has been
recorded in the public records at Date of Policy and is not excepted in Schedule B.
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and
of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the
terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the
policy and any prior endorsements, nor does it increase the face amount thereof.
Dated: April 1, 2008
CHICAGO TITLE INSURANCE COMPANY
~e
By' Z:t:
~uthorized Signatory
CLTA ENDORSEMENT FORM 100 (Rev 6.14.96)
AL T A . Lender
(CC&R's. Encroachments, Minerals)
Page 9
@ . .
Chicago Title Insurance Company
ENDORSEMENT
Attached to Policy No.: 73010780-U16
Issued by
CHICAGO TITLE INSURANCE COMPANY
The Company hereby insures the owner of the indebtedness secured by the mortgage referred to in
Paragraph 4 of Schedule A against loss which the insured shall sustain as a result of any exercise of the
right of use or maintenance of the easement referred to in Paragraphs 3, 4 & 5 of Schedule B over or
through the land.
This endorsement is made a part of the policy and is subject to all of the tenns and provisions thereof and
of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the
tenns and provisions of the policy and any prior endorsements, nor does it extend the effective date of the
policy and any prior endorsements, nor does it increase the face amount thereof.
Dated: April I, 2008
CHICAGO TITLE INSURANCE COMPANY
e'
By' ?~
Authorized Signatory
CLTA ENDORSEMENT FORM 103.1 (Rev. 9.10.93)
AL TA or CLTA - Owner or Lender
(Easement - Damage/Use or Maintenance)
Page 10
@ . .
Chicago Title Insurance Company
ENDORSEMENT
Attached to Policy No.: 73010780-U16
Issued by
CHICAGO TITLE INSURANCE COMPANY
The Policy is hereby amended by deleting Paragraph 6 of Exclusions From Coverage.
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and
of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the
terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the
policy and any prior endorsements, nor does it increase the face amount thereof.
Dated: April 1, 2008
CHICAGO TITLE INSURANCE COMPANY
By' ~.
Authorized Signatory
CLTA ENDORSEMENT FORM tW.1 (Rev 9-10-93)
AL T A or CLTA - Owner of Lender
(Deletion of Item From Policy)
Page II
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r THIS MAP SHOULD BE USED FOR REFERENCE PURPOSES ONLY NO LIABILITY :;J !i!
~~ - LIe: IS ASSUMED FOR THE ACCURACY OF THE DATA SHOWN. PARCELS MAY NOT I. .~
COMPLY WITH LOCAL SUBDIVISION OR BUILDING ORDINANCES. LJ ~ ~
~'O
~ ...
"0
. EXCLUSIONS FROM COVERAGE .
The following matters are expressly excluded from the coverage of Ihis policy, and th'e Company will not pay loss or damage. co~ts, attorneys fees. or expenses that arise by reason
of:
] (a) Any law, ordinance, pennit, or governmental regulation (including those relating to building and zoning) restricting. regulating. prohibiting or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions. or location of any improvemcm erected on the Land;
(iii) the subdivision of land: or
(iv) environmental protection:
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion I (a) docs nut modify or limit the coverage provided under Covered
Risk 5.
(b) Any governmental police power. This Exclusion lib) does not modify or limit the coverage provided under Covered Risk 6.
2, Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3, Defects, liens, encumbrances, adverse claims, or other mailers
(a) created, suffered; assumed, or agreed to by Ihe Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records aI Date of Policy, but Known to the Insured Claimant and not disclosed in writing (0 the Company bv
the Insured Claimant prior to the dale the Insured Claimant became an Insured under this policy'
(e) resulting in no loss or damage to the Insured Claimant;
Id) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk I] 13, or 14); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
4. Unenforceability uf the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the stale where the
Land is situated.
5, Inva]idity or unenforceabi]ity in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon
usury or any cunsumer credil protection or truth-in-lending law.
n, Any claim. by reason of the operation of federal bankruptcy, state insolvency, or similar creditors rights laws, that the transaction creating the lien of the Insured Murtgage,
is
la) a fraudulent conveyance or fraudulent transfer, or
(bl u preferential transfer for any reason not stated in Covered Risk] 3(b) uf this policy.
7 Any lien on the Tit]e for rea] estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of
the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk Il(b).
CONDITIONS
t. DEFINITION OF TERMS (D) successors to an Insured by its conversion to another kind of En-
The following tenns when used in this policy mean: tity'
la) Amount of Insurance The amount stated in Schedu]eA. as may be increased (E) a grantee of an Insured under a deed delivered without payment of
or decreased by endor~ement to (his policy. increased by Section 8(b) or actual valuable consideration conveying the Title
decreased by Section ] {) of these Conditions. (I) if the stock. shares, memberships. or other equilY interests
(b) 'Date of Po]icy" The date designated as. 'Dale of Policy in Schedule A. of the grantee are wholly-owned by the named Insured.
(e) 'Entity A corporation, partnership, trust, limited Iiabi]ity company, or other (2) if the grantee wholly owns the named Insured. or
similar legal entity. ()) if the grantee i:; wholly-owned by an affiliated Entity of the
(d) 'Indebtedness" The obligation secured by the Insured Mortgage including named Insured, provided Ihe affiliated Entity and the named
one evidenced by elecuunic means authorized by law. and if lhat obligation is Insured are both wholly-owned by the same person or En-
the payment of a debt, the Indebtedness is the sum of tity:
(i) the alllount of the principal disbursed as of Date of Policy; (F) any government agency or instrumentality that is an insurer or
(ii) the amuunt of the principal disbursed subsequent to Dale of Policy: guarantor under an insurance contract or guaranty insuring or guar-
(iii) the construction loan advances made subsequent to Date of Policy for antceing the Indeblednes~ secured by the Insured Mortgage, or
the pU'lXlse of financing in whole or in part lhe construction of an im- any part of ii, whether named as an Insured or not;
provement 10 the Land or related to the Land that the Insured was and (ii) With regard to (A), (8), (C), (0) and (E) reserving, however, all rights
continued to be obligated 10 advance at Date of Policy and at the date of and defenses as to any successor that the Company would have had
the advance: against any predecessor Insured, unless the successor acquired the
(iv) interest on the loan; Indebtedness as a purchaser for value without Knowledge of the asserted
(v) the prepayment premiums. exit fees, and other similar fees or penalties defect, lien, encumbrance, or other matter insured against by this policy.
allowed ~y ]a""." CO "Insured Claimant" An Insured claiming loss or damage.
(vi) the expenses of foreclosure and any other costs of enforcement: (g) "Insured Mortgage The Mortgage described in paragraph 4 of Schedule A.
(vii) the amounls advanced to assure compliance with laws or to protect the (h) 'Knowledge or 'Known Actual knowledge. not constructive knowledge
lien or the priority of the lien of the Insured Mortgage before the acqui- or notice that may be imputed to an Insured by reason of the Public Records
sirion of the estate or inlerest in the Title: or any other records that impart constructive notice of matters affecting the
(viii) the amounts to pay taxes and insurance: and Tit]e.
(ix) the reasonable amounts expended to prevent deterioration of improve- Ci) 'Land" The land described in Schedule A. and affixed improvements that by
ments; law constilute rea] property. The leon 'Land" does not include any property
but the Indebtedness is reduced by the total of all payments and by any beyond the lines of the area described in Schedule A, nor any right. title,
amount forgiven' by an Insured. inlerest, estate, or easement in abutting streets, roads, avenues, alleys, lanes,
(e) "Insured" The Insured named in Schedule A. ways. or waterways, but this does not modify or limit the extent that a right of
(i) The term 'Insured" also includes access to and from the Land is insured by this policy.
(Al the owner of the Indebtedness and each ~uccessor in ownership of U) 'Mortgage Mortgage. deed of trust, trust deed, or other security instru-
the Indebtedness, whether the owner or successor owns the In~ mem, including one evidenced by electronic means authorized by law.
debtednessfor its own account or as a trustee or other fiduciary, (kl 'Public Records" Records established under state statutes at Date of Policy
except a successor who is an obligor under the provisions of Sec- for the purpose of imparting constructive notice of maHers relating to rea]
tion 12(c) of these Conditions: property to purchasers for value and without Knowledge. With respect to
(B) the person or Entity who has 'control" of the 'transferable record. Covered Risk 5(d), 'Public Records shall also include environmental' pro-
lflhe Indebtedness is evidenced by a 'transferable record, as these tection liens fi]eJ in the record~ of the clerk of the United States District
terms are defined by applicab]e electronic transactions law; Court for the district where the Land is located.
(C) successors to an Insured by dissolution, merger, consolidation. dis- (I) 'Title The e~tate or interest described in Schedule A.
tribution, or reorganization;