Deed of Trust and Assignment of Rents 1998-0084896
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Reeorded Request 0f '
FIDELITXNATIONAL TITLE
RECORDINGREQVESTED BY
AND WHENREC0RDED MAIL TO:
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Poway Redevelopment Agency
13325 Civic Center Drive
P.O. Box 789
Poway, California 92074"0789
Attention: Executive Director
DOC') 1998~0084896
FEB 1.9. 1.998 1.:28 PM
OFFICIAL RECORDS
SAN DIEGOCOUNTV RECORDER'S OFFICE
GREOORVJ.SMITH, COUNTY RECORDER
FEES: 0.00
l41V: 2
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This .document is exempt fro_;n the payment of a recording fee
pursuant to Government Code'Section 27383
DEED OF'TRUST AND ASSIGNMENT OF RENTS
T,HIS DEED OF TRUST AND ASSIGNMENT OF RENTS is made as of
;:l (q , 1995, by and amongJMIKfI'/T&n1S~ as Trustee of the Travis Family
Trust dated November n'-I993,whose address is /577'-( S-VAlS<:.T DdlV-e..
(',4. Q2oro'-(, fidelity Nationi'l Title Company (the "Trustee"), whose
address is a no e Rio, California , and the POWAY REDEVELOPMENT
AGENCY, a public body, corporate and politic (the "Beneficiary"), whose address is 13325 Civic
Center Drive, P,O, Box 789, Poway, California 92074-0789.
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 terms and conditions
hereinafter set forth, the property located in the City of Poway; County of SanDiego, State of
California, that is described in Exhibit A, attached hereto ,and by this reference incorporated herein
(the "Property");
TOGETHER WITH all rents, issues, profits, royalties, income and other benefits derived
from the Property (collectively, the "rents"), provided that so long as Trustor is not in default
hereunder, it shall be permitted to collect rents and operate the Project, as hereinafter defined, in
accordance with the requirements of that certain Disposition and Development Agreement entered
into betWeen Trustor, Beneficiary and HMT Automotive, Inc, as of November 4, 1997 (the
"Agreement"), which Agreement is on file with the Beneficiary as a public record and is
incorporated by reference herein;
TOGETHER WITH all interests, 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"wayandrightsused in connection therewith
or as a means of access' thereto, including, without limiting the generality of the foregoing, all
tenements, hereditaments and appurtenances thereof and thereto;
*Hardy Matthew Travis
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TOGETHER WITH any and all buildings and iinp'rovemeTlts now or hereafter erected
thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property,
including, withoutlimitation,alUixtures, attachments, appliances, furnishings, equipment and
machinery (whether fixed or movable) and other articles (including, in each instance,
improvements, restorations, replacements, repairs, additions, accessions or substitutions thereto or
therefor);
TOGETHER WITH all leasehold estate, right, title and interest of Trustor in and to all
leases ,or,subleases' covering the Property or any portion thereof now or"hereafter existing or
entered into, and all right, title'and interest of Trustor thereunder, including, without limitation, all
cash or security deposits, advance rentals, and deposits, or payments of similar nature;
TOGETHER WITH,all right, title and interest of Trustor in and to all options to purchase
or lease the Property or any portion thereof or interest therein, and any greater estate in the
Property owned or hereafter acquired;
TOGETHER' WITH all right, title and interest of Trustor, now owned or hereafter
acquired, in and to any land lying' within the right-of-way of any street, open or proposed,
adjoining the Property, and aily and all sidewalks, alleys and strips and gores of land adjacent to or
used in connection' with the Property;
TOGETHER WITH all the estate, interest, right, title, other claim or demand, of every
nature, in and to such property, including the Property, both in law 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 or demands with respect
to 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 eminentdomain 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;
All of the foregoing, together with the Property, is herein referred to as the "Security".
FOR THE PURPOSE OF SECURING:
a, Repayment of the Loan of Three Hundred Sixty Thousand Dollars ($360,000) from
the Beneficiary to the Trustor according to and as set forth in the certain Promissory Note from
Trustor to Beneficiary of even date herewith;
b, Payment of any sums advanced by Beneficiary to protect the Security pursuant to
the terms and provisions of this Deed of Trust following a breach 'of Trustor's obligation to
advance said sums and the expiration of any applicable cure period and upon fifteen (15) business
days notice to the Trustor, with interest thereon as provided herein;
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c. Payment of such additional sums and interest thereon which may hereafter be
loaned to Trustor ,'or its successors or assigns, by Beneficiary,< when evidenced by a promissory
note or notes or other documents reciting that they are secured by this Deed of Trust; and
d, Performance of every obligation, covenant.or agreement of Trustor contained
herein or the Promissory Note (and any amendments thereto),
ARTICLE I
DEFINITIONS
"Agreement" means that Disposition and Development Agreement entered into by
and between Trustor, Beneficiary and HMT Automotive, Ince, dated as,of November 4,1997; said
Agreement (a copy of which is on file with the Beneficiary at the address stated above, and
including'all of its attachments) is incorporated herein by reference,
"Improvements" is defined in the Agreement as the new automobile sales dealership
facility to be constructed on the Property, together with all appurtenant improvements, as set forth
in the Agreement,
"Expiration Date" means the date upon which the amounts due pursuant to the
Promissory Note, have been paid in full, and all other obligations the performance of which is
secured by this Deed of Trust have been satisfied.
"Mortgage" means any permanent or long.term loan (other than a loan by ,an entity
related to or controlled by the Trustor), or any other financing'device (including without limitation
deeds of trust) the proceeds of which are used in the construction of the Improvements, which loan
is secured by a security interest in the Trustor's interest in the Improvements;
"Project" means the "Property" and the "Improvements," together with all
additions, improvements, restorations and replacement~ thereof, and together with the items set
forth in the sixth paragraph hereof.
"Promissory Note" collectively means the Promissory Note of even date herewith
from Trustor in favor of Beneficiary evidencing Trustor's obligation to repay the Agency Loan,
"Property" means the real property referred to in Exhibit A attached hereto,
"Security" means the Property and the Improvements,
"Standards" means those standards of construction and operation required by the
Agreement.
"Trustor" means Matt Travis, as Trustee of the Travis Family Trust dated
November 11, 1993, and each of its transferees and successors in interest. Where an obligation is
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created herein binding upon Trustor, the obligation shall be joint and several and shall also apply to
and bind any transferees: or successors in interest. Where the terms of the Deed of Trust have the
effect of creating:an ooligation of-the Trustor and a transferee, such obligation shall be deemed to
be a joint and several obligation of the Trustor and such transferee,
Unless the context clearly otherwise requires, any capitalized term used herein and not
defined herein shall have the meaning given to it under the Agreement (and any amendments
, thereto),
ARTICLE II
MAINTENANCE AND MODIFICATION OF THE PROJECT
AND SECURITY; RELEASE UPON PAYMENT
Section 2.1 Maintenance and Modification of the' Proiect bv Trustor. The Trustor
agrees that at all times prior to the Expiration Date, the Trustor will, at the Trustor's own expense,
maintain, preserve and keep the Project or cause the Project to be maintained, preserved and kept
in a condition conforming to the Standards and with only those uses allowed by the Agreement.
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 matters or for the making of improvements or additions to the Project.
Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all
claims for labor done and fot material and services furnished in connection with the Security,
diligently to file or procure the filing of a valid notice of completion upon completion of
construction of any part of the Security, diligently file or procure the filing of a notice of cessation
upon the event of a cessation 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 or any part thereof.
Section 2,2 Release Of Security, Upon its receipt of the repayment of all amounts due
under the Promissory Note, and all amounts secured by this Deed of Trust, and provided that the
Trustor is not in default under the Agreement, the Beneficiary shall, upon the request of the
Trustor, deliver to the Trustor such instruments as are reasonably necessary to confirm the release
of-the Security from the lien of this Deed of Trust.
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ARTICLE III
TAXES AND INSURANCE; ADVANCES
Section 3.1 Taxes. Other Governmental Charl!es and Utility Charl!es, Trustor shall
pay" or cause to be paid prior to 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.3.1 in accordance with generally
accepted accounting principles,
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 any
such item within seven (7) business days of the earlier of the receipt or mailing 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 under Section 1(2) of Article XV of the California
Constitution, shall become an additional obligation of Trustor to'the Beneficiary and shall be
secured hereby, and Trustor hereby agrees to pay all such amounts,
Section 3.2
Provisions Resoectinl! Insurance,
, (a) Trustor agrees to provide insurance for the Security of the kind and in the amounts
required by the Agreement.
(b) All such insurance policies and coverages (i) shall'be maintained at Trustor's sole
cost and expense so long as any part of the amounts secured by its Deed of Trust have not been
paid, (ii) ,shall be with insurers of recognized responsibility, and in form and substance satisfactory
to the Beneficiary, (iii) shall name Beneficiary as additional insured, and (iv) shall contain a
provision to the effect that the insurer shall not cancel the policy or modify it materially and
adversely to the interests of Beneficiary without first giving at least thirty (30) days' prior written
notice thereof. 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 Expiration Date,
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 Project in good repair and
operating'cotidition, the Beneficiary may (but shall be under no obligation to) take out the required
policies of insurance and pay the premium on the same or may make such repairs or replacements
as arenecessary,and provide for payment thereof; and, provided that the Beneficiary provides ten
(10) business days' notice to the Trustor all amounts so advanced therefor by the Beneficiary shall
become an additional obligation of the Trustor to the Beneficiary (together with interest as set forth
below) and shall be secured hereby, which amounts the Trustor agrees to pay on demand of the
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Beneficiary, and if not so paid, shall bear interest from the date oftheadvance at the maximum rate
permitted by Section 1(2) ,of Article XV of the CaliforniaConstitiJtion,
ARTICLE IV
DAMAGE, DESTRUCTION OR CONDEMNATION
Section 4.1 Damage and Destruction, If, prior to the Expiration Date, the Project or
any portion thereof is destroyed (in whole or in part) or is damaged'by fire or other casualty, the
Trustor shall (3) cause,any insurance proceeds arising from insurance referred to in Section 3,2
hereof and any other coverage acquired by the Trustor to be used to promptly rebuild and replace
the Project, and (b) repair and ,replace the Project as necessary to bring the Project into conformity
with the Standards; provided that such covenants shall be subordinated to the provisions of all
senior obligations to which this, Deed of Trust is subordinate. ,There shall be no abatement in, and
Trustor shall be obligated to'continue to pay, the amounts payable under the Promissory Note and
this Deed of Trust.
Section 4.2 Condemnation, Subject to the provisions of,senior obligations to which this
Deed of Trust is subordinate,iftitle to or any interest in or the , temporary use of the Project or any
part thereof shall be taken under'the exercise of the power of eminent domain by any governmental
body or byany person, firm or corporation acting under governmental. authority, including any
proceeding or purchase in lieu thereof, the proceeds as a result of such taking shall be paid as
provided by the law of the State of California.
ARTICLE V
REPRESENTATIONS, COVENANTS AND, WARRANTIES
OF THE TRUSTOR
Section 5,1 Defense of the Title. The Trustor covenants' that it is lawfully seized and
possessed of titlein fee simpie'to the Property, that it has good rightto sell, conveyor otherwise
transfer or encumber the 'same, and that the Trustor, for itself and its successors and assigns,
warrants and will forever defend the right and title to the foregoing described and conveyed
property unto the Beneficiary, its successors and assigns, againstth6claims of all persons
whomsoever, excepting Oldy encumbrances approved by the Beneficiary,
Section 5.2 Insoectionof the Proiect. The Trustor covenants and,agrees that at any and
all reasonable times and upon reasonable 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 Property,
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ARTICLE VI
AGREEMENTS AFFECTING THE PR,OJECT;FURTHER
ASSURANCES; PAYMENT OF THE NOTE AMOUNT
Section 6.1 Other A2reements Affectin2 Proiect. The Trustor shall duly and punctually
perform all t'erms, covenants, conditions and agreements binding, upon it under the Agreement or
any other agreement of any nature whatsoever now or hereafter involving or affecting the Property
or any part thereof.
Section 6,2 Further. AssUrances: After Acquired Prooertv, At any time, and from time
to time, upon requestby the Beneficiary, the Trustor shall make, execute and deliver, or cause to
be made, executed and delivered, to the Beneficiary and, where appropriate, cause to be recorded
,and/or filed, and'from timetotime thereafter to be recorded and/or filed, at such time and in such
offices and places as shall be deemed desirable by the Beneficiary ,any and all such other and
further deeds of trust, security agreements, financing statements respecting personal property,
instruments of further assurance" certificates and other documents as may, in the opinion of the
Beneficiary, be necessary or desirable in order to effectuate, complete or perfect, or to continue
and preserve, (a) the obligations of the Trustor under this Deed of Trust, and (b) the lien of this
Deed of Trust as a lien prior to all liens except those obligations which shall be senior obligations
pursuant to the'provisions of this Deed of Trust. Upon any failure by the Trustor to do so, the
Beneficiary may make, execute, record, file re-record and/or refile any and all such deeds of trust,
security agreements, instruments, certificates and documents for and in the name of the Trustor,
and the Trustor hereby irrevocably appoints the Beneficiary the agent and attorney-in-fact of the
Trustor to do so. The:lien hereof shall automatically attach, without further act, to all
after-acquired property deemed to be part of the Security as defined herein,
Section 6,3 A2reement to Pav Attornev's Fees and Exoenses. In the event of an Event
of Default 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
from the date such expenses are-incurred at the maximum rate permitted by Section 1(2) of Article
XV of the California Constitution,
Section 6.4 Reoavmentof the A2encv Loan, The Trustor shall repay to the Beneficiary
the Agency'Loah in the amount and by the time set out in the Promissory Note,
Section 6,5 Subro2ation: Pavment of Claims. Provided that the Beneficiary gives notice
of at least five,(5) business days to the Trustor, the Beneficiary shall be subrogated to the claims
and liens of all parties whose claims, or liens are discharged or paid by the Beneficiary pursuant to
the provisions hereof If permitted in a Mortgage, the Beneficiary shall have the right to pay and
discharge the obligations secured by'the Mortgage.
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Section 6.6 Ooeration 'of the Proiect. The Trustoqlgre,es and covenants to operate the
Project (and" in case ofatransfer of the Project, the transferee . shall operate the Project) in full
compliance with theA,greement.
Section 6,7 Transfer. No sale, transfer, lease"pledge, encumbrance, creation of a
security 'interest in or other hypothecation of the Security shall relieve or release the Trustor from
primary liability under this Deed of Trust or the Agreement, as'the case may be,
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events"of Default Defined. The occurrence"of any failure of the Trustor to
pay the Promissory Note or to perform under this Deed of Trust, and the continuation of said
failure for a period of thirty. (30) business days as to monetary obligations and sixty (60) business
days as to noti-monetary obligations, after written notice specifying such failure and requesting that
it be remedied shall have been,giveD',toTrustor from the Beneficiary', shall be an "Event of
Default" or a "Default" under lhis Deed of Trust.
Section 7.2 Acceleration of Maturitv. If an EventofDefimlt shall have occurred and be
continuing, then the entire indebtedness secured hereby shall, at the option of the Beneficiary,
immediately become due"andpayable without notice or demand which are hereby expressly
waived, and no omission on the part of the Beneficiary to exercise such option when entitled to do
so shall be construed as a waiver ohuch right.
. Section 7,3 The Beneficiarv' s Rightto Enter and TakePossession, 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 Property and take possession thereof (or any part thereot) 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, marketability or rentability of the Property, or part thereof or interest therein, increase
the income therefrom or prote<;tthe:Security hereof and; with or wjthout taking possession of the
Property, sue' for or otherwise collect the rents, issues and ,profits thereof, including those past due
and unpai(\,-and,apply the same, less costs and expenses of operation and collection, including
attorneys' tees,upon any indebtedness secured hereby, all in such order as Beneficiary may
determine. The:etitering upon and taking possession of the Property, the collection of such rents,
issues and profits and the application thereof, as aforesaid, shall not cure or waive any Default or
notice of Default hereunder or invalidate any act done in response to such Default or pursuantto
such notice of Defaultand, notwithstanding the continuance:in possession of the Property or the
collection, receipt and, application ofrents, issues or profits, Beneficiary shall be entitled to
exercise every right provided for in this Deed of Trust, the Agreement or by law upon occurrence
of any Event of Default, including the right to exercise the power of sale, Trustor requests that a
copy of any Notice of Defau1tand a copy of any Notice of Sale hereunder be mailed to if at its
address given herein;
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(b) CoifuneIice,ariaction to foreclose this Deed oITrus! 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 interest ill'the property to ,be sold, which
notice Trustee or Beneficiary shall cause to be duly f11ed for record in the Official Records of the
County in which,the Property is located; or
. (d) ExerCise all other rights and remedies provided herein, in the instruments by which
the Trustor acquires title to the Property, including any Security, or in any other document'or
agreement now or hereafter evidenCing, creating or securing :all or any portion of the obligations
secured hereby, or provided by law.
Section 7.4 Foreclosure Bv Power of Sale. Should ,the'BenefiCiary elect to foreclose by
exerCise of the power of salel1erein contained, the BenefiCiary,shall notify Trustee and shall deposit
with Trustee this Deed of Trust (and the deposit of which shal1.be deemed to constitute evidence
that the amount of the Promissory Note is immediately due and payable), and such receipts and
evidence of any expenditures made that are additionally secured hereby as Trustee may require.
(a) Upon receipt of such notice 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 on Trustor, after lapse
'of such time as may then be required by law and after recordation of such Notice of Default and
after Notice of Sale having been given as required by law, sell the Property, at the time :ind place
of sale fixed by it in said Notice of Sale, either as a whole or in separate lots or parcels or items as
Trustee shall deem expedient'and ill ,such order as it may deterrhine, at public auction to the highest
bidder, for cash in lawful money of the United States payable at the time of sale, Trustee shall
deliver to such purchaser Of IlUrchasers thereof its good and sufficient, deed or deeds conveying the
property so sold, but without any covenant or warranty, express or implied. The reCitals in such
deed of any matters or facts shall be conclusive proof of the truthfulness thereof. 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 reasonabie costs, fees and expenses of Trustee, including costs
of evidence,Qf title in connection with such sale, Trustee shall apply the proceeds of sale to
payment of: (i)'thePromissory NOte; (ii) all other sums then secured hereby; and (iii) the
remainder, if any, to the person or persons legally entitled thereto,
(c) Trustee may postpone sale of all or any portion of the Property by public
announcement atsuch 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 75 Receiver. Iran 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
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Security;andwiiliotit regard to the then value of the Property ortheelnterestof Trustor therein,
shall have i the right to, apply 'to any'court having jurisdiction to appointa receiver or receivers of
the Security(or'apart,thereot),and Trustor hereby irrevocably consents to such appointment. Any
such receiver or' receivers shaJI have ' all the powers and ,duties ,of receivers in like or similar cases,
and all the powers and duiiesotBeneficiary in case of entry as provided herein, and shall continue
as such and exercise all such powers until the date of confirmation, of sale of the Property, unless
such,receivership is sooner terminated,
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 ouemedy, 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 of the Beneficiary to ex,ercise any right, power or remedy
accruing upon any Default shall exhaust or impair any such right, power or remedy, or shall be
construed to be a waiver of any such Default or acquiescence therein; and every right, power and
remedy given by this Deed of Trusttothe Beneficiary mayl?eexercised from time to time and as
often as may be deemed expeditious by the Beneficiary. No ,consent or waiver, expressed or
implied, by the Beneficiary to or of iiny breach by the Trustahn the performance of the, obligations
hereunder shall be deemed or construed to be a consent to or,waiver of obligations of the Trustor
hereunder. Failure,on the'partof the Beneficiary to complain of,anyactor failure to act or to
declare ,an Event of Default, irrespective of how long such failure'continues, shall notconstitute a
waiver by the Beneficiary orits right, hereunder or impair any rights, powers or remedies
consequent on any breach or 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 herein, or in the Agreement, (iv)
releases any part of the Security Jrom,the lien of this Deed of Trust, or otherwise changes any of
the terms, covenants, conditiol)s or agreements of this Deed of Trust or the Agreement, (v)
consents to the f1ling of anymap"plat or replat affecting the Security, (vi) consents to the granting
of any easement or other right affecting the Security, or (vii) 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
anysubseqtientpurchaser of the 'security or any part thereof, or any maker, 'co"signer, endorser,
surety or guarantor (unless expressly released); nor shall any such'actor omission preclude the
BeneficiaEyfrom exercising any right, power or privilege herein granted or intended to be granted
in the event of any Default then made or of any subsequent Default, nor, except as otherwise
expressly provided,in an instrument or instruments executed by the Beneficiary shall the lien of this
Deed of Trustbealtered thereby, In the event of the sale or transfer by operation of law or
otherwise of all or any part of the Property, the Beneficiary, without notice, is hereby authorized
and, empowered :to dealwith any such vendee or transferee with referenceito the Security (or a part
thereot) or the indebtedness secured hereby, or with reference to any of the 'terms, covenants,
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conditions or i1greements hereQf, as fully and to the same extent as jt might deal with the Trustor
and withouUn,anywayreleasing or discharging any liabilities, obligations or undertakings of the
Trustor.
Sectioh'7.8 Suits to Protect the Security. The Beneficiary shall have power (upon ninety
(90) days,notice to, the Trustor) to (a) institute and maintain such suits and proceedings as it may
deem expedient to prevent any impairment of the Security (and the rights of the Beneficiary as
securecrbythis Deed of Trust) by any acts which may be unlawful or any violation of this Deed of
Trust, (b) preserve or protect its interest (as described in this Deed oLTrust) in the Security and in
the rents, issues, profits andrevenues arising therefrom, and (c) restrain the enforcement of or
compliance with any legislation or other governmental enactment, rule or order 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 interests of the Beneficiary.
Section 7,9 Trustee Mav 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
permitted 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
for the entire amount due imd payable by the Trustor under thiS Deed of Trust at the date of the
institution of such proceedings and for any additional amountwhich may become due and payable
by the Trustor hereunder after such date,
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Amendments. This instrument cannot be waived, changed, discharged or
terminated orally, but only by an instiumentin writing signed by the party against whom
enforcement of any waiver, change" discharge or termination is sought.
Section 8,2 Trustor Waiver of Ril!hts, Trustor hereby acknowledges that it is aware of
and has the advice of counsel of its choice with respect to its rights under the Constitution of the
United States, including, but not limited to, its rights arising under the Fourth, Fifth, Sixth and
Fourteenth Amendments thereto,. and the Constitution of the State of California, Trustor agrees
that Beneficiary, may exercise its rights hereunder in accordance with the provisions hereof,
includiug, but not limited to, the exercise of the power of sale pursuanUo Section 7.4 hereof, and
Trustor hereby expressly waives and releases its rights under such constitutional provisions with
respect thereto, including, but not limited to, its rights, if any, to notice and a hearing upon the
occurrence of an Event of Default hereunder; provided, however, nothing contained herein shall be
deemed to be,a waiver of Trustor's rights to reinstate or redeem this Deed of Trust in accordance
with applicable' law. Trustor further waives to the extent permitted by law, (a) the benefit of all
laws now existing or that may' hereafter be enacted providing for any appraisement before sale of
any portion of the Security, (b) all rights of valuation, appraisement, stay of-execution, notice of
election to mature or declare due the whole of the secured indebtedness and marshaling in the event
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of foreclosure of the.Iiens hereby created, and (c) all rightS,andremedies"which Trustor may have
or be able to,asserfby reaSO!l of-the laWs of the State of California pertaining to the rights and
remedies of sureties,
Section 8,'3 Reconvevance bv Trustee, Upon written request of Beneficiary stating that
all sums secured,hereby have'bee.npaid, and upon surrender of this Deed of Trust to Trustee for
canq:llation and retention, and upon'payment by Trustor of Trustee's,reasonable fees, Trustee shall
reconvey to Trustor, orto the person or persons legally entitled thereto, without warranty, any
portion of the Property then held hereunder. The recitals in such reconveyance of any matters or
factS shall be conclusive pro6fof,tlie truthfulness thereof The grantee in any reconveyance may
be described as "the, person or'person legally entitled thereto. "
Section 8.4 Notices. Whenever Beneficiary, Trustor, or'Trustee shall desire to give or
. serve any notice, demand, requestor other communication withrespecHo this Deed of Trust, each
such notice, demand, request, or other communication shall be in~iting and shall be effective
only if the same is delivered by personal service or mailed by registered or certified, mail, postage
prepaid, remrnreceipts requested, oiby telegram, addressed to,the,address set fortli in the first
paragraph of this Deed of Trust. Any party may at any time change its address for such !lotices by
delivering or mailing to the"other parties hereto, as aforesaid, a'notice of such change.
Section 8,5, - Acceptance bv Trustee. Trustee accepts thisTrust when this Deed of Trust,
duly executed and acknowledged, is made a public record as provided by law,
, Section 8.6 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 8.7 Invalidity of Certain Provisions, Every provision of this Deed of Trust is
intended to be severable, In the event any term or provision hereorisdeclared to be illegal or
invalid 'for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity
shall not affect the balaIlce oftbe 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 lienis invalid or unenforceable as to'any part of the Security, the
unsecured or partially secured portion of the debt, and all paymen~, made on the debt, whether
voluntary or under foreclosure or other enforcement action or procedure, shall be considered to
have been first paid on and applied to the full payment of that portion of the debt Which is not
secured or partially secured by the lien of this Deed of Trust. '
Section 8:8 No Mer~er. If title to the Property shall become vested in the Beneficiary,
this Deed of TrusUhidthe Iie!l created hereby shall not be destroyed or terminated by application
of the doctrine of merger: and, in such event, Beneficiary shall continue to have and enjoy all of the
rights and privileges of,Beneficiary under this Deed of Trust. In addition, upon foreclosure under
this Deed of Trustpursuantto the provisions hereof, any leases or subleases then existing and
affecting aU or any portion of the Security shall not. be destroyed or ,terminated by application of
the law of merger or as a matter of law or as a result of such foreclQsure unless Beneficiary or any
purchaser at at1Y such foreclosure shall so elect. No act by or on behalf of Beneficiary or any such
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270
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purchaser shalLcollsiituteia'terinination of any lease or suhlease',ullless Beneficiary or such
purchaser shall,give written,noticeofterrnination to such tenant6tsubtellant.
Sectioni8.9, ,Governing Law, This Deed of Trust shall be'governed by and cOllstrued in
accordance with the laws of the~ State of California,
SectioncS.lO Gender and Nuniber. In this Deed of Trust the singular shall include the
plural and the, masculine shallihelude the feminine and neuter and vice versa, if the context so
requires.
Section 8,11 Nondisturballce:Agreemenl. In the event of any foreclosure of this Deed of
Trust or a transfer in lieu offoreclosure, Beneficiary or other transferee ,shall recognize and not
disturb the possession, tenancy; leasehold estate and rights of all tenants and occupants of the
Property or any portion thereof;,and' sllall honor and abide by' all of-the terms, covenants and
conditions of each lease for the remaining balance of the term or extension thereof with ,the same
force and effect as if Benefieiaryor such other transferee were the original lessor under the lease;
provided, however, that thetenantis not in default under its.!ease and Beneficiary or such other
transferee shall not be (a) liable for any damage, loss or expense arising from any actor omission
of any prior lessor (including Trustor) under any lease, '(b) subject to any offsets, abatements, rent
reductions or defenses which the tenant may be entitled to assert against anY prior lessor (including
Trustor) under ariy.lease, or (c).liableorresponsihle for or with respect to the retention,
application and/or return tothe tehant of any security deposit paid to any prior lessor (including
Trustor) under any lease, whether or not still held by any prior lessor (including Trustor), unless
and until Benefieiary or such other transferee has actually received for its own account as lessor
under the lease the full amount'of such security deposit or a credit therefor. Each tenant and
occupant of the Property shall, upon any foreclosure of this Deed of Trust or transfer in lieu of
foreclosure, he bound to Beneficiary or such other transferee under,' all of the terms, covenants and
conditions of the tenant's lease for the remaining balance of the term thereof or extension thereof,
with the same force and effect as if Beneficiary or such other transferee were the original lessor
under such lease, and the tenantshall attorn to Benefieiaryor such other transferee as its lessor,
such attornment to be effective and self-operative without the execution of any further instruments
by either party, immediately upon the tenant's receipt of written notice from Beneficiary or such
other transferee or from Trustor that,title to the Property has vested in Beneficiary or such other
transferee, Rent paid by a tenant or occupant to the transferee after receipt of such notice shall be
considered to be rental payment under the lease,
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year
first above written,
By:
Hardy Matthew Ma'tiTravis, as trust e e Travis Family
Trust dated November 11, 1993
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CALlFO,RNIA AlL,;PUR~E ACKN()WLEDGMENT .!
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91' beforeme,u~d.4b4~.e.n/J~# A!?/a,y ;/LOhe!,
Name and Title of Officer (13 9 , "Jane Doe, Notary Pu6tic")
personally appeared ' 8 :.L- Ir ,
Name(s) ofSigner{s)
iperSOnallY known to me - OR ~ 0 proved to me on the basis of,satisfactory evidence to be, the person(s)
whose name(s) is/are subscribed to the within iristrument
and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted,
executed the instrument.
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Signature of Notary Public
OPTIONAL
Though the information below isnotrequiied by'law, it, may prove valuabJe:topersons relying on-the document and could prevent
fraudulent removal and reattachment ofthis form to another document.
Description of Attached Document
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Title(s):
o Partner - 0 Limited 0 General
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@1995 National Notary Association' 8236 Remmel AIle.. P,O. Box 7184 -. Carioga Park, CA 91309-7184
Prod. No. 5907
Reorde' Call Toll-Free 1-800:876-6827
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EXHIBIT "A"
LEGAL DESCRIPTION
That real, property located in the State of California, County of San Diego, City of Poway and
described as follows:
Parcel A:
Parcell of Parcel Map No. 1'5255, in the County of San Diego, State of California, filed in the
Office of the County Recorder of San Diego, June 06, 1988.
Parcel B:
An easement for ingress and egress, over, along and across that portion of Parcel 2 of Parcel
Map No. 15255, in the City of Po way, County of San Diego, State of California, filed in the
Office of the County Recorder of San Diego, June 6, 1988, delineated as "mutual ingress and
egress easeme'nt reserved hereon" .
Assessor's Parcel No: 317-190-44
EXHlBIT A