Leasehold Deed of Trust with Assignment of Rents and Security Agreement 2010-0500091D 0 C ## 201 0-0500091
11111111
SEP 21, 2010 8:00 AM
OFFICIAL RECORDS
SAN DIEGO COUNTY RECORDER'S OFFICE
DAVID L. BUTLER, COUNTY RECORDER
FEES. 0.00 WAYS. 3
DA t
PAGES: 20
g3odt4 9 -3 v
LEASEHOLD DEED,OF TRUST WITH ASSIGNMENT OF RENTS
AND SECURITY AGREEMENT
(Brighton Place)
THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS AND SECURITY
AGREEMENT ( "Deed of Trust ") is made as of September 1, 2010, by and among the Brighton
Place, 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'securityof Beneficiary, under and subject to the terms and conditions
hereinafter set forth, Trustor's interest [Note: Covers leasehold interest'in the land and fee
interest, in the improvements] in an approximately 4 -acre site located_'east of Midland Road
between Edgemoor Street and Adrian Street, Assessor's Parcel'Numbers: 314- 220 -69 and 314-
220 -70, within the Paguay Redevelopment Project Area located in' the 'City of Poway, County of
San Diego,_State of California', that is described in the attached Exhibit 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 therents;
TOGETHER WITH all easements, rights -of -way and rights used 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;
TOGETHER WITH any and all buildings 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 niat&ialsrand equipment now or hereafter delivered to
said property and intended,to be installed therein;
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RECORDED AT THE REQUEST OF
CHICAGO TITLE, COMPANY
SUBDIVISION DEPT.
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RECORDING REQUESTED BY
AND WHEN TO:,
,
Poway Redevelopment Agency
13325 Civic Center Drive
n
rl
Poway, CA 92064
Attn: Executive Director
, C� 1(
No fee for recording pursuant to1206
Government Code Section 27383
D 0 C ## 201 0-0500091
11111111
SEP 21, 2010 8:00 AM
OFFICIAL RECORDS
SAN DIEGO COUNTY RECORDER'S OFFICE
DAVID L. BUTLER, COUNTY RECORDER
FEES. 0.00 WAYS. 3
DA t
PAGES: 20
g3odt4 9 -3 v
LEASEHOLD DEED,OF TRUST WITH ASSIGNMENT OF RENTS
AND SECURITY AGREEMENT
(Brighton Place)
THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS AND SECURITY
AGREEMENT ( "Deed of Trust ") is made as of September 1, 2010, by and among the Brighton
Place, 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'securityof Beneficiary, under and subject to the terms and conditions
hereinafter set forth, Trustor's interest [Note: Covers leasehold interest'in the land and fee
interest, in the improvements] in an approximately 4 -acre site located_'east of Midland Road
between Edgemoor Street and Adrian Street, Assessor's Parcel'Numbers: 314- 220 -69 and 314-
220 -70, within the Paguay Redevelopment Project Area located in' the 'City of Poway, County of
San Diego,_State of California', that is described in the attached Exhibit 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 therents;
TOGETHER WITH all easements, rights -of -way and rights used 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;
TOGETHER WITH any and all buildings 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 niat&ialsrand equipment now or hereafter delivered to
said property and intended,to be installed therein;
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TOGETHER WITH all right, title and interest of Trustor; now owned or hereafter
acquired, in and to anydand.lying within the right -of -way of anystreet; 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:
TOGETHER WITH all 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 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 attached 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, including 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 all.renewals 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 ofTrustor's interest in all building materials, fixtures, equipment,
work in process and other personal property to be incorporated info the Property; all goods,
materials, supplies, 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 all 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 of the
foregoing.
All of the foregoing, together with the Property, is herein referred to as the "Security."
To have and to hold 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 I 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
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reference, and this conveyance shall secure any and all extensions thereof, however evidenced;
and
(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 ofTrustor'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 Disposition Documents (defined in Section 1.2 below).
AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
COVENANTS AND AGREES:
ARTICLE I
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 1.1 The term "Disposition Agreement" means that certain Land Disposition
and Loan Agreement between.Trustorand Beneficiary, dated as of.March 3, 2009, as amended
by a First Amendment to Land Disposition, Development and Loan Agreement dated as of
March 17, 2010, providing, for the Beneficiary to loan to the Trustor Five Million Three Hundred
Eighty -One Thousand Dollars ($9,38'1,000) for the Development of the Property.
Section 1.2 The term "Disposition Documents" means this Deed of Trust, the Agency
Note, the Disposition Agreement, the Regulatory Agreement,,the Ground Lease, the Notice of
Affordability Restrictions, 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 not to
exceed Five Million Three Hundred Eighty -One Thousand Dollars ($5.381,000) dated of even
date herewith executed by.the Trustor in favor of the Beneficiary, the payment of which is
secured by this Deed of Trust. (The Note is on file with the Beneficiary and terms and
provisions ofthe Note are incorporated herein by reference.).
Section 1.4 The term "Notice of Affordability Restrictions" means the Notice of
Affordability Restrictions on Transfer of Property by and between the Beneficiary and the
Trustor, dated and recorded in the official Records of San Diego County concurrently herewith.
Section 1.5 The term "Principal" means the amount required to be paid under the
Note.
Section 1.6 The term "Regulatory Agreement" means the regulatory agreement by and
between the Beneficiary and the Trustor, dated and recorded in the official Records of San Diego
County concurrently herewith.
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ARTICLE 2
MAINTENANCE AND MODIFICATION OF THE PROPERTY
AND SECURITY
Section 2.1 Maintenance and Modification of the Property by Trustor
(a) 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 matters
or for the making of improvements or additions to the Security.
(b) 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 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 of any part thereof. Trustor irrevocably appoints, designates and authorizes
Beneficiary as its agent (said agency being coupled with an 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 of Trustor only in the event that Trustor shall fail to take, or fail to diligently continue
to take, those actions as hereinbefore provided.
(c) 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, upon written request of the Beneficiary, shall, within thirty (30) days after
the filing of any claim of lien, record in the Office of the Recorder of San Diego County, a'surety
bond in an amount one and one -half (I'/2) times the amount of such claim item to protectagainst
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, cable, telephone
and telegraph, or those required by law and as approved, in writing, by Beneficiary.
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
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revenues'and hereby directseach tenant of the Property to pay such rents to Beneficiary or
Beneficiary's agents; provided, however, that prior to written notice given by Beneficiary to
Trustor of the breach by Truster 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 assignment of rents
constitutes an absolute assignmenvand 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 thaVBeneficiary exercises its rights to such rents. Trustor agrees that
commencing upon delivery of such written notice ofTrustor's breach by Beneficiary to Trustor,
each tenant of the Property shall, make such rents payable to and pay such rents to Beneficiary or
Beneficiary's agents on Beneficiary's, written demand to each tenant therefor, delivered to each
tenant personally, by mail or by delivering such demand to each rental unit, without any liability
on the part of said tenant to inquire further as to the existence of a default by Trustor.
(a) Except as previously approved by the Beneficiary as set forth in the
Disposition Documents, 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
hereafter 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.
(b) 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,
regardless of the adequacy of Beneficiary's security, enter upon and take and maintain full
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 Property, the making of repairs to the
Property 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 protect the security of this
Deed.of Trust. [n the event Beneficiary'elects to seek the appointment of a receiver for the
Property upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust,
Trustor hereby expressly consents to the appointment of such receiver. Beneficiary or the
receiver, shall be entitled fo:receive a reasonable fee for so managing the Property.
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(c) All rents and revenues collected subsequentJo delivery of written notice
by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the
Loan Documents be applied first to the costs, if any of taking control of and managing the
Property and collecting the rents; including, but not limited to, attorney's fees, receiver's fees,
premiums on receiver's bonds, costs of repairs to the Property, premiums on insurance policies,
taxes, assessments and other charges on the Property, and the costs of discharging any obligation
or liability of Trustor as lessor or landlord of the Property and then to the sums secured 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.
(d) If the rents of the Property are not sufficient to meet the costs, if any, of
taking control of and managing the Property 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.
(e) Any entering upon and taking and maintaining of control of the Property
by Beneficiary or the receiver and any application of rents as provided herein shall not cure or
waive any default hereunder or invalidate any other right or 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. The rights of
the Beneficiary under this Section 2.3 are subject to the rights of any approved Senior Lender.
ARTICLE 3
TAXES AND INSURANCE; ADVANCES
Section 3.1 Taxes Other Governmental Charges and Utility Charges
(a) 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 long as (i) the legality thereof shall be promptly and actively
contested in good faith and by appropriate proceedings, and (ii) Trustor maintains reserves
adequate to pay any liabilities contested pursuant to this Section 3.1. 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 (ii) of the first sentence of this paragraph, the
provisions of this Section 3. f(a) 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.
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(b) 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 atthe 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
(a) 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 times until all amounts secured by this Deed of Trust have been paid and_ all other
obligations secured hereunder fulfilled, and this Deed of Trust- reconveyed.
(b) All such insurance policies and coverages shall be maintained at Truster'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 Documents, the Beneficiary, after at least seven (7) days prior notice to Beneficiary, may
(but shall be under no obligation to) take out the required policiesof insurance and pay the
premiums on the same or,maymake,such repairs or replacements as are necessary and provide
for payment thereof; and 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 the demand of the
Beneficiary, and if not so paid, shall bear, interest from the date of the advance at the lesser of ten
percent (10%) per annum or the maximum rate permitted by law.
ARTICLE 4
DAMAGE', DESTRUCTION OR CONDEMNATION
Section 4.1 Awards and Damages All judgments, awards of damages, settlements
and compensation made in connection with or in lieu of (i) taking of all or any part of or any
interest in the Property by or under assertion of the power of eminent domain, (ii) any damage to
or destruction of the Property or in any part thereof by insured casualty, and (iii) any other injury
or damage to all or any part of the Property ( "Funds ") are hereby assigned to and shall be paid to
the Beneficiary by a made payable to the Beneficiary. The Beneficiary is authorized and
empowered (but not required) to collect and receive any funds and shall release all or any part of
the amounts•so'collected and recovered to Trustor upon such conditions as the Beneficiary may
impose for its disposition, and Beneficiary agrees to release Funds to Trustor to.rebuild the
Project ;on, the Property provided, Trustor demonstrates to Beneficiary that such rebuilding is
1 552 \09642706.5
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economically'feasible. The Beneficiary shall be entitled to settle and adjust all claims under
insurance 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. Application of all or any part of the Funds collected 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 5.1 Other Agreements Affecting Property The Trustor shall duly and
punctually perform all terms, covenants, conditions and agreements binding upon it under the
Loan Documents and any other agreement of any nature whatsoever now or hereafter involving
or affecting the Security or any part thereof.
Section 5? 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 from 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 Personal Property To the maximum extent permitted 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 California Uniform Commercial
Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust
shall constitute a security agreement under the California Uniform Commercial Code.
Section 5.5 Financing Statement The Trustor shall execute and 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 perform all acts which 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 anvjurisdiction(s)
as it shall deem appropriate from time to time in order to protect the security interest established
pursuant to this instrument.
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Section 5.6 Operatiomofthe Securitv 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 of the Security) in full compliance with the Loan Documents.
Section 5.7 Inspection of the Security At any and all reasonable times upon forty -
eight (48) hours notice, the Beneciary 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,
ancestry or source of income 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 tenants, lessees, subtenants, sublessees or
vendees in the Security. The foregoing covenants shall run with the land.
ARTICLE 6
HAZARDOUS WASTE
Section 6.1 Hazardous Waste
(a) 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," "hazardous wastes," "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.
(b) Trustor shall immediately advise Beneficiary in writing if at any time 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 pursuant 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 resulting from 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 the.Property or any part thereof to be classified as "border -zone property" under the
provision of California Health and Safety Code Section 25220 et seq., or any regulation adopted
15 52' 05 5
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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.
(c) Beneficiary shall have the right tojoin_ 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.
Truster shall indemnify and hold harmless Beneficiary and its boardmembers, 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: (i) all foreseeable consequential
damages; (ii) 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 (iii) all reasonable costs and expenses incurred by Beneficiary in connection with
clauses (ii) and (iii),, including but not limited to reasonable attorney's fees.
(d) Without Beneficiary's prior written consent, which shall not be
unreasonably withheld, Truster 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) Truster 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 impairment of Beneficiary's security hereunder; or (iv) the action has been agreed to by
Beneficiary.
(e) 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 of any such
representation and warranty) With respect to the environmental condition of the property is
intended by the Beneficiary and the Truster to be an "environmental provision" for purposes of
California Code of Civil Procedure Section 736.
(0 In the event that any portion of the Property is determined 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)(1)), then, without otherwise limiting or in any way affecting the
10
I s52�05�6d27o6 5
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Beneficiary's or the Trustee's, rights and remedies under this Deed of Trust, the Beneficiary may
elect'to exercise its rights undr California Code of Civil Procedure Section 726.5(a) to (1) 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 permitted 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 release of hazardous materials, within the meaning of
California 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 such lessee, occupant, or user which caused or contributed to the release or
threatened release. All costs and expenses, including (but not limited to) attorneys fees, incurred
by the Beneficiary in connection with any 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. The Trustor is aware that California Civil Code Section 2955.5(a) provides as
follows: "No lender shall require a borrower, as a condition of receiving or maintaining a loan
secured by real property, to provide hazard insurance coverage against risks to the improvements
on that real property in an amount exceeding the replacement value of the improvements on the
property."
ARTICLE 7
EVENTS OF DEFAULT AND REMEDIES
Section 7.1 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; (ii) failure to observe or perform any
ofTrustor's other covenants, agreements or obligations under the Loan Documents, including,
without limitation, the provisions concerning discrimination; or (iii),failure to make any payment
or perform any ofTrustor's other covenants, agreements, or obligations under any other debt
instruments or regulatory agreement secured by the Property, which default shall not be cured
within the times and in the manner provided therein.
Section 7.2 Acceleration of Maturity If an Event of Default shall have occurred and
be continuing, then, at the option of the Beneficiary. the amount of 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 Rieht 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
1552\05 \642706 5
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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,m 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 interest in the Security to be sold
( "Notice of Default and Election io Sell "), which notice Trustee or Beneficiary shall cause to be
dulv filed for record in the Official Records of San Diego County; 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 orsecuring all or any portion of the obligations secured hereby,
or provided by law.
Section 7.4 Foreclosure By Power of Sale
(a) Should the Beneficiary elect to foreclose by exercise of the power of sale
herein contained, the Benefciary shall give notice to the Trustee (the "Notice of Default and
Election to Sell ") and shall deposit with 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 immediatelydue and payable), and such receipts and evidence of any expenditures
made that are additionally secured hereby as Trustee may require.
(b) 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
Election to Sell having been given as required by law, sell the'Security, at the time and place of
sale fixed by it in said Notice of Default and Election to Sell, whether as a whole or in separate
lots or parcels, or items as Trustee shall deem expedient and in such 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 lawful money of the United States payable at the
time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient
deed or deeds conveying the' property so sold, but without any covenant or warranty, express or
implied. The recitals in such deed or any matters of facts shall be conclusive proof of the
truth fulness'thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary,
12
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12079
may purchase at such sale, and Trustor hereby covenants.to warrant and defend the title of such
purchaser or purchasers.
(c) After deducting all reasonable costs,.fees and expenses of Trustee,
including costs of evidence of title_in,connection with such sale, 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) all other sums then secured hereby; and (iv) the
remainder, if any, to Trustor.
(d) Trustee.niay 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 of the Security or the interest of Truster
therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or
receivers of the Security (or apart 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 of receivers 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 the date of confirmation of sale of the Security, 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 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 of the 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 every right, 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 expressed or implied consent to a breach by Trustor, or. a waiver of any obligation
of Trustor hereunder'shal I not be deemed or construed 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 any 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
Benetciary of its right hereunder 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
13
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12080
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 Truster 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 or
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 of this Deed of Trust be altered thereby.
Section 7.8 Suits.to Protect the Security The Beneficiary shall have power to (i)
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 may be unlawful or any violation
of this Deed of Trust, (ii) preserve or protect its interest (as described in this Deed of Trust) in
the Security, and (iii) 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 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 Truster, its creditors or its property, the Trustee, 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 and for any
additional amount which may become due and payable by the Truster hereunder after such date.
Section 7.10 Waiver The Trustor waives presentment, demand for payment, notice of
dishonor, notice of protest and nonpayment, protest, notice of interest on interest and late
charges, and diligence in taking any action to collect 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.
Section 7.11 Rider If an Event of Default shall have occurred, whenever the Agency
delivers any notice or demand to the Trustor, the Agency shall at the same time deliver to the
Approved Lenders and the investor, a copy of such notice or demand. The Investor shall (insofar
as the.rights of the Agency are concerned) have the right, but not the obligation, at its option to
cure such default as follows: (a) with respect to monetary defaults, within ten (10) days after the
receipt of said notice of such monetary default; and (b) with respect to any nonmonetary default
under the Loan Documents, within thirty (30) days after the receipt of such notice of such
nonmonetary default to cure such default. Beneficiary agrees'that the Loan Documents will not
be considered to be in default until the expiration of all contractual notice and cure periods
provided to Trustor and Investor.
14
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12081
ARTICLE 8
MISCELLANEOUS
Section 8.1 'Amendments This instrument cannot be waived, changed, discharged or
terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor.
Section 8.2 Reconveyance by Trustee Upon written request of Beneficiary stating
that all sums secured hereby have been paid or forgiven, and upon surrender of this Deed of
Trust 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 of this 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 receipt requested, postage prepaid and (i) if intended for Beneficiary shall be addressed to:
Poway Redevelopment Agency
13325 Civic Center Drive
Poway, CA 92064
Attn: City Manager
(ii) if intended for Trustor shall be addressed to:
Brighton Place, L.P.
7956 Lester Avenue
Lemon Grove, CA 91945
Attn: Executive Director
With copy to:
WFCIH Investment Fund I LLC
NEF, Inc.
120 S. Riverside Plaza, 15 ° i Floor
Chicago, IL 60606
Attn: Investor Relations
Any notice, demander 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. Either
party may change its address at any time by giving written notice of such change to Beneficiary
or Truster as the case may be, in 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
15
1352'05!642706 5
12082
Trustor anda transferee, such obligation shall be deemed to be ajoint and several obligation of
the Trustor and d. such transferee. Where Trustor is more than one entity or person, all obligations
of Trustor shall be deemed to be ajoint 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 part of the Security, the unsecured or partially secured portion of the debt, and all payments
made on the debt, whether voluntary or under foreclosure or other enforcement action or
procedure, shall be considered to have been first paid or applied to the full payment of that
portion of the debt which isnot secured or partially secured by the lien of this Deed of Trust.
Section 8.7 G_overnina Law This Deed of Trust shall be governed by and construed
in accordance with the laws of the State of California.
Section 8.8 Gender and Number In this 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 Deed of 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 8.11 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 or counties in which the Property is
situated, shall be conclusive proof of proper appointment of the successor trustee.
Section 8.12 Statute of Limitations The pleading of any statute of limitations 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, duly executed and acknowledged, is made public record as provided by law. Except as
otherwise provided'by law the Trustee is not obligated to notify any party hereto of pending sale
16
1552\05�642706 5
12083
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.
IN WITNESS WHEREOF, Truster has executed this Deed of Trust as of the day and
year first above written.
TRUSTOR:
BRIGHTON PLACE, L.P., a California limited partnership
By: Brighton Avenue Interfaith Housing Corporation, a
California nonprofit corporation, its General Partner
Name
�-
-
17
1 sr_�os\642706 5
12084
State of California )
County of San Diego
On iSeptember 10, 20io,before me, Adelle Michaelson, a Notary Public,
personally appeared Matthew B. Jumper, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument 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 person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
and official seal.
Signature
(Affix Seal)
ADELLE MICHAELSON
COmmIs5lon # 1776279
°_ ••
Not
PUbllc • Cai,; ornia
Son Dlego Co,. , '-
W Comm.
12085
(VOTARY SEAL CERTIFICATION
(Government Code 27361.7)
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE
DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS:
Name of the Notary:
Commission Number:
� K(AuLgko -
Date Commission Expires:
County Where Bond is Filed:
S%k
Manufacturer or Vendor Number:
W1
(Located on both sides of the notary seal border)
Signature:
Name (if applicable)
Place of Execution: San Diego Date.
ReC. Form #R101 (Rev 6111/03)
12086
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: (Note: The Deed of trust covers Trustor's interest in the leasehold and fee
interest in the improvements)
Brighton Parcel:
PARCEL 2 OF PARCEL 14AP NO. 19198, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE SAN
DIEGO COUNTY RECORDER, APRIL 1, 2003.
City Parcel:
PARCEL I OF FARCEL MAP NO. 19196, IN 191E CITY OF POWAY, COUNT %' OF SAN DIEGO,
STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE SAN
DIEGO COUNTY RECORDER, APRIL 1, 2003.
1552�05 \642706 5
A-1