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Resolution No. 2014-005 (5)RECORDED DOCUMENT F, AL A This page is part of your document - DO NOT DISCARD RPFCEIVED l tOS; 20140286017 APR 0 2 2014 f t I II IIIII II I II IIIIIIII III II II IIIIIIIIII IIII IIII t CITY CLERK'S OFFICE 4 + + Recorded/Filed in Official Records Recorder's Office, Los Angeles County, k x t California i1ro �'� 03/21/14 AT 08:OOAM PCOR SURCHARGE $20.00 LEADSHEET 111111111111111111111111111111111111111111111111111111111111111111111111111111 201403210270016 00008982311 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 006093045 SEQ: 01 DAR - Title Company (Hard Copy) INIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIVI IIIII (IIIII IIIII (IIIII IIIII III IIIIIII IIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII (IINI IIII IIN ICI THIS FORM IS NOT TO BE DUPLICATED FEES: TAXES: OTHER: PAID: r06 Pages: 56.00 NFPR 0.00 NFPR A EUMN FIRST AMERICAN TITLE INSURANCE COMPANY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: City Clerk imi........im� *20140286017* Exempt From Recording Fee Pursuant to Government Code Sections 6103 and 27383 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is hereby entered into as of March 1, 2014 by and between the CITY OF VERNON, a charter city and municipal corporation (the "City"), and 52ND DRIVE APARTMENTS, L.P., a California limited partnership (the "Lessee"). RECITALS A. City and Lessee have entered into a "Ground Lease" dated concurrently herewith for that certain parcel of real property which is legally described in Exhibit A attached hereto and incorporated herein by reference (the "Site"). A copy of the Ground Lease is available for public inspection at City's office at 4305 Santa Fe Avenue, Vernon, California. The tern of the Ground Lease is sixty-five (65) years with one ten (10) year extension option. B. The Ground Lease provides that a short form memorandum of the Ground Lease shall be executed and recorded in the Official Records of Los Angeles County, California. NOW, THEREFORE, the parties hereto certify as follows: City, pursuant to the Ground Lease, hereby leases the Site to the Lessee upon the terms and conditions provided for therein. This Memorandum of Lease is not a complete summary of the Ground Lease, and shall not be used to interpret the provisions of the Ground Lease. 1082316.3 12098-003 1� CITY: CITY OF VERNON, a California charter city and municipal corporation ATTEST: city Cle , :.eps41 , APPROVED AS TO FORM: �cet-�6 Q/ '&A) City. orney,xy . vv rfer Kronickro'unsel oskovi ¢ Tiedemann & Girard, Special to City 1082316.3 12098-003 2 LESSEE: 52ND DRIVE APARTMENTS, L.P., a California limited partnership By: CHBA Affordable III, LLC, a California limited liability company, its Managing General Partner By: Community Home Builders and Associates, a California nonprofit public benefit corporation, its sole member and manager By -It Grah P. Espley-Jon President By: 52nd Drive Apartments LLC, a California limited liability company, its Administrative General Partner By: Kasey Burke' Vice President 1082316.3 12098-003 STATE OF CALIFORNIA ) / COUNTY OF L� A►�ie%' ) ss On before me, % 4t )CMIX j&dq Notary Public, personally appeared gm ffl1dV9L who proved to me on the basis of satisfactory evidence to be the person whose nameA is/te subscribed to the within instrument, and acknowledged to me that he/sp6/tVy executed the same in his /d*4r authorized capacity(i�s), and that by his/Vr/tl�6ir signature(s) on the instrument the person(o, or the entity upon behalf of which the persono 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. WITNESS my hand and official seal. ------------------- ANA MARINA RUEOA Commission X 19002Z (Seal) Notary Public • Californial NOtary 11b11C Los Angeles County M .Comm. EH Tres Aug19, 2014+ 1082316.3 12098-003 Exhibit A to Memorandum of Lease I STATE OF CALIFORNIA ) ss COUNTY OF 0 fAMe ) On 11Qfch IVf JO I`t ,before me, not Vuplr ;1 Notary Public, personally appeared Gra{1dry1 P 630/Cu-YIPj , who proved to me on the basis of satisfactory evidence to be the person(,dj ose e(y) is/are subscribed to the within instrument, and acknowledged to me that he/sl3aA"y executed the same in his/herttheir authorized capacity(4es), and that by his/ker4teir signatureH on the instrument the person(e), or the entity upon behalf of which the person(&) 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. ----------------- WITNESS my hand and official seal. LEANNE rRUOFREH Commission # 1887730 z -e Notary Public - California z Z Orange County N1Comm. Ex ires May 12, 2014 (Seal) Notary Public 1082316.3 12098-003 Exhibit A to Memorandum of Lease CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF California )SS COUNTY OF Los Angeles ) File No: () APN No: On 3/19/2014 before me, Steven Kosek Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) i re subscribed to the within instrument and acknowledged to me thalITe?he/they executed the same i I her/their authorized capacity(ies), and that. by is er/their signature(s) on the instrume he person(s), or the entity upon ehalf 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. WITNESS my hand and official seal. �C Signature STEVEN KCSEK Commlaslon A 1983328 Z °' ` Notary Public •California z Los Angeles County M Comm. Ex Ires Jun 25, 2016 This area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. Q INDIVIDUAL CORPORATE OFFICER(S) TITLE(S) F7 PARTNER(S) ❑ LIMITED 0 ATTORNEY -IN -FACT 0 TRUSTEE(S) Q GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: Name of Person or Entity ❑ GENERAL of Person or Entity OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE DATE OF DOCUMENT Reproduced by First American Title Company National Commercial Services ]1/2007 N 1*4:11!3rr1hucQ S�Ry LEGAL DESCRIPTION That real property located in the City of Vernon, County of Los Angeles, State of California, described as follows: Lot Nos. 45 through 53 inclusive of Tract No. 7923, as per Map recorded in Book 113, Pages 80 to 83 inclusive of Maps, in the Office of the County Recorder of said County. APN: 6314-002-900 (portion) 1082316.3 12098-003 Exhibit A to Memorandum of Lease ea-1 0,104 i lv NOT FOR PUBLIC RECORC 0312112014 Document No. Date Rea STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARA PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (Pursuant to Section 11932 R & T Code and Section 12 of L.A. County Ord. No. 9443, as amended) To: Registrar -Recorder / County Clerk County of Los Angeles: Request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of tax due not be shown on the original document which names: City of Vernon (Name of one grantor or lessor) And 52nd Drive Apartments, L.P. (Name of one Grantee or lessee) Property described in the accompanying document is located in Vernon (Show name of city or nincorated area) The amount of tax due on the accompanying document is $13,858,'3' L.A. COUNTY ( $N/AU Computed on full value of property conveyed ❑ Or computed on full value less liens and encumbrances remaining at time of sale. `il Signature of Declarbnt or Agent Firm Name NOTE: After the permanent record is made, this form will be affixed to the Conveying document and returned with it. RECORDED DOCUMENT ARE Cr E 0 VEpage is part of your document - DO NOT DISCARD APR 0 2 2014 of LOS M 20140286021 CITY CLERK'S OFFICE ��' f � �Q�'c�" }�11�11 1�1�1 11�1�I III III 11�11 1�11� 11�11 11�11 11�11 1�11 111111 a e Pa es: g 16 + IBM + Recorded/Filed in Official Records t f Recorder's Office, Los Angeles County, k x f California x �ufo 03/21/14 AT 08:OOAM FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 i�oiiuenuuuimgET ni�ii�imuiia 201403210270016 00008982316 IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII 006093045 SEQ: 06 DAR - Title Company (Hard Copy) - THIS FORM IS NOT TO BE DUPLICATED r06 - Eu�s: FIRST AMERICAN TITLE INSURANCE COMPANY 0312112014 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: City Clerk This document is exempt from the payment of a [/ �/ /®0 recording fee pursuant to Government Code Sections 4G 6103 and 27383 REGULATORY AGREEMENT THIS REGULATORY AGREEMENT (the "Agreement") is entered into as of March 1, 2014, by and between the CITY OF VERNON, a California charter city and municipal corporation (the "City"), and 52ND DRIVE APARTMENTS, L.P., a California limited partnership (the "Developer"). RECITALS A. Pursuant to a "Ground Lease" between City and Developer dated as of March 1, 2014, Developer has ground leased from the City certain real property located within the City of Vernon, as particularly described in the Legal Description attached hereto as Exhibit A, which is incorporated herein by reference (the "Site"). B. Developer desires to construct a forty-five (45) unit multifamily affordable housing development on the Site (the "Housing Development"), and to make available and rent the apartment units within the Housing Development (the "Housing Units') for extremely low, very low and lower income persons at an affordable rent. C. Developer and City have entered into a Disposition and Development Agreement (the "DDA") dated as of February 19, 2013. Subject to the terms and conditions therein, the Developer has agreed to lease the Site and construct and operate the Housing Development, and the Developer has agreed to make available and lease two (2) of the Housing Units to Extremely Low Income Households, fourteen (14) of the Housing Units to Very Low Income Households, and six (6) of the Housing Units to Lower Income Households, all at an Affordable Rent (as those terms are defined herein). The execution and recording of this Agreement is a requirement of the DDA and the Ground Lease. 1082298.3 12098-003 0 NOW, THEREFORE, the parties hereto agree as follows: 1. Number of Affordable Units. Developer agrees to make available, restrict occupancy to, and rent two (2) of the Housing Units to Extremely Low Income Households, fourteen (14) of the Housing Units to Very Low Income Households, and six (6) of the Housing. Units to Lower Income Households, all at an Affordable Rent (the "Affordable Units"). For purposes hereof: "Extremely Low Income Household" means an annual gross income that does not exceed the qualifying limits, adjusted for household size and other factors, for an "extremely low-income family" as defined under the United States Housing Act of 1937 as amended, and as determined from time to time by HUD for the Los Angeles Metropolitan Statistical Area. If HUD should cease making such determination, "extremely low income" shall be defined as equal to or less than 30%of Area Median Income, or City in its reasonable discretion may designate another definition of "extremely low income" used by any other federal or state agency. "Lower Income Household" means an annual gross income that does not exceed the qualifying limits, adjusted for household size and other factors, for a " low-income family" as defined under the United States Housing Act of 1937 as amended, and as determined from time to time by HUD for the Los Angeles Metropolitan Statistical Area. If HUD should cease making such determination, "low income" shall be defined as equal to or less than 60% of Area Median Income, or City in its reasonable discretion may designate another definition of 'low income" used by any other federal or state agency. "Very Low Income Household" means an annual gross income that does not exceed the qualifying limits, adjusted for household size and other factors, for a "very low-income family" as defined under the United States Housing Act of 1937 as amended, and as determined from time to time by HUD for the Los Angeles Metropolitan Statistical Area. If HUD should cease making such determination, 'very -low income" shall be defined as equal to or less than 50% of Area Median Income, or City in its reasonable discretion may designate another definition of "very -low income" used by any other federal or state agency. 2. Duration of Affordability Requirements. The Affordable Units shall be subject to the requirements of this Agreement for the entire term of the Ground Lease, as it may be extended. The duration of this requirement shall be known as the "Affordability Period." 3. Household Income Requirements. Developer shall obtain, or shall cause to be obtained by the Property Manager, a certification from each household leasing an Affordable Unit demonstrating that such household is an Extremely Low Income Household, Very Low Income Household or Lower Income Household, as applicable, and meets the eligibility requirements established for the Housing Unit. Developer shall verify, or shall cause to be verified by the Property Manager, the income certification of the household. 4. Affordable Rent. The maximum Monthly Rent chargeable for the Affordable Units shall be annually determined in accordance with the following requirements. The Monthly Rent for the Affordable Units to be rented to Extremely Low Income Households shall not exceed the maximum rent allowable under Section 42 of the Internal Revenue Code and the rules and 1082298.3 12098-003 regulations implementing the foregoing (the "Tax Credit Rules") for a tenant earning thirty percent (30%) of the Los Angeles County area median income for a household size appropriate to the unit. The Monthly Rent for the Affordable Units to be rented to Very Low Income Households shall not exceed the maximum rent allowable under the Tax Credit Rules for a tenant earning fifty percent (50%) of the Los Angeles County area median income for a household size appropriate to the unit. The Monthly Rent for the Affordable Units to be rented to Lower Income Households shall not exceed the maximum rent allowable under the Tax Credit Rules for a tenant earning sixty percent (60%) of the Los Angeles County area median income for a household size appropriate to the unit. For purposes of this Agreement, "Monthly Rent" means the total of monthly payments for (a) use and occupancy of each Affordable Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by the Developer which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone service, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Developer. In the event that all utility charges are paid by the landlord rather than the tenant, no utility allowance shall be deducted from the rent. 5. Site Management Plan; Property Management. The Developer has prepared a "Site Management Plan" which sets forth in detail the Developer's property management duties, a marketing plan, a tenant selection process, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations of the Housing Development and manner of enforcement, a standard lease form, an operating budget, the identity of the manager of the Housing Development (the "Property Manager"), the resident services program to be provided pursuant to Section 7 hereof, and other matters relevant to the management of the Housing Development. The Site Management Plan shall prohibit the Property Manager from lobbying, influencing, or attempting to influence any residents of the Housing Development or other registered voters of the City with respect to any matters which require the approval of the City or the electorate of the City. Any violation of this Section 706 shall be deemed a material breach of this Agreement. The Site Management Plan is attached to the Ground Lease as Exhibit D and incorporated herein. The Site Management Plan may be revised from time to time with the approval of the City. The management of the Housing Development shall be in compliance with the Site Management Plan which is approved by the City. If the City determines that the performance of the Property Manager is deficient based upon the standards set forth in the Site Management Plan and in this Agreement, the City shall provide notice to the Developer of such deficiencies, and the Developer shall use its best efforts to correct such deficiencies. In the event that such deficiencies have not been cured within the time set forth in the Ground Lease, the City shall have the right to require the Developer to immediately remove and replace the Property Manager with another property manager or property management company which is reasonably acceptable to the City, which is not related to or affiliated with the Developer, and which has not less than five (5) years' experience in property management, including significant experience managing housing facilities of the size, quality and scope of the Housing Development. 1082298.3 12098-003 Jr- 6. Selection of Tenants. Developer shall be responsible for the selection of tenants for the Housing Units in compliance with lawful and reasonable criteria, as set forth in the Site Management Plan, and according to a system which provides an agreed upon priority for persons employed or residing in the City of Vernon or within a 1 mile radius as measured from the center of the Site. The Site Management Plan shall include a system for the random selection of tenants from a pool of applicants. Tenants shall meet criteria which is reasonable and customary for similar multifamily developments. Tenant selection shall be made in an open and public manner. The tenant selection system in the Site Management Plan shall be designed to prevent favoritism and outside influences of any kind in the selection process. The tenant selection system shall provide for due diligence by Developer in evaluation of the applications for eligibility criteria, including the basis of any requested priority. Representatives of the City shall be entitled to enter, inspect the records of, and audit the Housing Development with respect to the tenant selection process as provided in Section 14 hereof. Any violation of the tenant selection system shall be deemed a material breach of this Agreement. 7. Resident Services. At all times during the Affordability Period, Developer shall provide, or cause to be provided, activities and programs appropriate to the needs of the residents of the Housing Development, with the selection of such activities and programs to be determined by Developer in collaboration with the residents of the Housing Development. The specific types of social services to be provided shall be submitted to and approved by the City, and may be revised with the prior approval of the City, which approval shall not be unreasonably withheld. The annual cost of resident services shall be not less than $15,000, as adjusted annually by the increase in the CPI during the previous 12 month period. 8. Maintenance. The Developer shall maintain the Housing Development or cause it to be maintained in a decent, safe and sanitary manner, and in accordance with the standard of maintenance of first class apartment units within Los Angeles County, California. If at any time Developer fails to maintain the Housing Development in accordance with this Agreement and such condition is not corrected within five days after written notice from the City with respect to graffiti, debris, and waste material, or thirty days after written notice from the City with respect to general maintenance, landscaping and building improvements, then the City, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Housing Development and perform all acts and work necessary to protect, maintain, and preserve the Housing Development, and to attach a lien upon the Housing Development, or to assess the Housing Development, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by the City and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Developer to the City upon demand. 9. Capital Reserve Requirements. The Developer shall also, or cause the Property Manager to, annually set aside an amount of Three Hundred Dollars ($300) per Housing Unit (or such larger amount as may be required by a Housing Development lender), from the gross rents received from the Housing Development, into a separate interest -bearing trust account in the name of the Developer (the "Capital Replacement Reserve"); provided, however, to the extent the Developer is required by any lender to maintain a separate account to hold deposits for capital reserves, the amount of such deposits shall be credited towards Developer's obligations under this section. Such amount shall be adjusted annually by the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for All Urban Consumers, Los Angeles — Riverside — Orange County, 1082298.3 12098-003 I California (all items),1982-84 =100, or its successor index (the "Consumer Price Index"). Funds in the Capital Replacement Reserve shall be used for capital replacements to the Housing Development fixtures and equipment which are normally capitalized under generally accepted accounting principles. The non -availability of funds in the Capital Replacement Reserve does not in any manner relieve the Developer of the obligation to undertake necessary capital repairs and improvements and to continue to maintain the Housing Development in the manner prescribed herein. Not less than once per year, Developer, at its expense, shall submit to the City an accounting for the Capital Replacement Reserve. Capital repairs to and replacement of the Housing Development shall include only those items with a long useful life, including without limitation the following: carpet and drape replacement; appliance replacement; exterior painting, including exterior trim; hot water heater replacement; plumbing fixtures replacement, including tubs and showers, toilets, lavatories, sinks, faucets; air conditioning and heating replacement; asphalt repair and replacement, and seal coating; roofing repair and replacement; landscape tree replacement; irrigation pipe and controls replacement; gas line pipe replacement; lighting fixture replacement; common area furniture replacement; common area repainting, and uninsured losses due to casualties such as earthquakes. 10. Relationship to Tax Credit Requirements. Notwithstanding any other provisions of this Agreement, to the extent that the regulatory agreement executed by the Developer as a requirement of receiving the Tax Credits (the "Tax Credit Regulatory Agreement") is less restrictive with respect to the requirements applicable to tenant selection, tenant income levels and unit rent levels than as provided in this Agreement and the DDA, this Agreement and the DDA shall control. 11. Prohibited Uses. None of the Housing Units in the Housing Development shall at any time be utilized on a transient basis, nor shall the Housing Development or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home. 12. Non Discrimination Covenants. Developer covenants by and for itself, its successors 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, religion, sex, marital status, familial status, disability, national origin, or ancestry in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of the Housing Development, nor shall Developer 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, or vendees in the Housing Development. 13. Naming Rights. City shall have the exclusive non-commercial right to select the name of the Housing Development in its sole discretion to honor one or more civic or business leaders, as the City Council may designate. Developer agrees to cooperate in the placement of a suitable monument or other feature to memorialize this honor, at the City's expense. Developer shall use the name selected by City on all exterior and interior project signage, written materials and letterhead, leases and other project documents, and shall verbally refer to the Housing Development by the selected name. The parties shall jointly agree in advance on the scheduling of any official naming ceremonies, and the press announcements regarding such ceremonies, and both parties shall have the right to participate in any such naming ceremonies. 1082298.3 12098-003 7 14. Monitoring and Recordkeeping. Throughout the Affordability Period, prior to April 15 of each year, Developer shall annually complete and submit to City an audited financial statement for the Housing Development and a report which includes (i) the name, address, income and household size of each occupant of an Affordable Unit during the prior year, identifying the bedroom count and Monthly Rent for such Affordable Unit, (ii) an identification of vacancies of Affordable Units during the prior year, (iii) the amount deposited into reserve accounts in the prior year, (iv) the amount and purposes of all expenditures of reserve accounts during the prior year, (v) the current balance of reserve accounts, (vi) an operating budget for the current year, (vii) a detailed accounting of operating expenditures in the prior year, and (viii) a description of and cost of social service programs conducted in the prior year. City agrees that the Developer may submit reporting forms prepared and submitted in connection with the Tax Credits, to the extent those forms contain the information required hereunder. Representatives of the City shall be entitled to enter the Housing Development, upon at least forty-eight (48) hours prior written notice, to monitor compliance with this Agreement, to inspect and make copies of the records of the Housing Development, and to conduct an independent audit or inspection of such records. The Developer agrees to cooperate with the City in making the Housing Development available for such inspection or audit. Developer agrees to maintain records in businesslike manner, and to maintain such records for the term of this Agreement. 15. Compliance with Laws and Ground Lease. The Developer shall carry out the operation of the Housing Development in conformity with the Ground Lease and all applicable laws, including all applicable state labor standards, City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. 16. Successors and Assigns. This Agreement shall run with the land, and all of the terms, covenants and conditions of this Agreement shall be binding upon the Developer and the City and the permitted successors and assigns of the Developer and the City. Whenever the term "Developer" or "City" is used in this Agreement, such term shall include any other successors and assigns as herein provided. 17. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the City and its successors and assigns, and Developer and its successors and assigns, and no other person or persons shall have any right of action hereon. 18. Partial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. 19. Governing Law. This Agreement and the documents and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. 1082298.3 1209M03 I 20. Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Developer and the City. 21. Notices. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice. To City: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: City Administrator Copy to: City Attorney Copy to: City Director of Community Services and Water To Developer: 52"d Drive Apartments, L.P. c/o Meta Housing Corporation 1640 A. Sepulveda Blvd., Suite 425 Los Angeles, CA 90025 Attention: John Huskey With copy to: Bocarsly, Emden, Cowan, Esmail & Arndt, LLP 633 West Fifth Street, 70th Floor Los Angeles, CA 90071 Attention: Nicole Deddens With copy to: CHBA Affordable, III 151 Kalmus Drive, Suite J-5 Costa Mesa, California 92626 Attention: Graham Espley-Jones �uF:rrrz:sirzmz:ffmx� I To Construction Bank of America, N.A. Lender: Loan Administration Department Mail Code: #CAO-103-04-04 450 B Street, Suite 450 San Diego, California 92101 Attention: Loan Administration Manager Loan Number: f 1 To Permanent California Community Reinvestment Corporation Lender: 255 West Broadway, Suite 120 Glendale, CA 91204 Attention: Mary Kaiser, President To Investor LP: Bank of America, N.A. MA1-225-02-02 225 Franklin Street Boston, MA 02110 Attention: Asset Management To Special LP: Special Limited Partner Banc of America CDC Special Holding Company, Inc. MA1-225-02-02 225 Franklin Street Boston, MA 02110 Attention: Asset Management Any written notice, demand or communication shall be deemed received immediately upon receipt; provided, however, that refusal to accept delivery after reasonable attempts thereto shall constitute receipt. Any notices attempted to be delivered to an address from which the receiving party has moved without notice shall be effective on the third day from the date of the attempted delivery or deposit in the United States mail. 1082298.3 12098-003 t0 IN WITNESS WHEREOF, the parties hereto have executed this Regulatory Agreement effective as of the date and year set forth above. CITY: CITY OF VERNON, a California charter city and municipal corporation ATTEST: City der, De?4) , Qa5-y6c, APPROVED AS TO FORM: City A rney, tee_. i i�, s«,-rr✓orler Kronick lAoskovitzjriedemann & Girard, Special Counsel to City 1082298.3 12098.003 DEVELOPER: 52ND DRIVE APARTMENTS, L.P., a California limited partnership By: CHBA Affordable III, LLC, a California limited liability company, its Managing General Partner By: Community Home Builders and Associates, a California nonprofit public benefit corporation, its sole member and manager By Gral am P. Espley-J nes President By: 52nd Drive Apartments LLC, a California limited liability company, its Administrative General Partner By: Kasey Bur Vice President 1082298.3 12098-003 Cv STATE OF CALIFORNIA ) COUNTY OF L&P ,Angeles ss On 3 / 6? AN t before me, At?d kuea % , Notary Public, person ly appeared / /din Mfelxiet 12qu�'otm1 k.., who proved to me on the basis of satisfactory evidence to be the persono whose name() is/ayts subscribed to the within instrument, and acknowledged to me that he/s06/t1Ay executed the same in his/10/tVir authorized capacity), and that by his/Vr/Vir signature(A) on the instrument the person(A), or the entity upon behalf of which the persono 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. WITNESS my hand and official seal. AMA RUEDA ComMission M02 94 z (Seal) -Notall Public � Notary Public • Celifornla i Los Anoeles County M .Comm. Ex Ires Au 19, 2014ULM 1082298.3 12098-003 13 STATE OF CALIFORNIA ) ss COUNTY OF e, ) On r jara X 26)9- , before me, e-anne /R.wtrei] , Notary Public, personally appeared &raham P S pl e x f -jo-/ICS, who proved to me on the basis of satisfactory evidence to be the person($) whose name(h) is/ere subscribed to the within instrument, and acknowledged to me that he/she4h@i executed the same in his"---' authorized capacity(iee), and that by his/heB4hek signature(&) on the instrument the person(o, 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. WITNESS my hand and official seal. LEANNE rRUOFREH Commissionp 1887730 z : •o Notary Public - California z z Orange County /J My Comm. Ex tree Ma 12, 2014 (Seal) Notary Public 1082298.3 12098-003 STATE OF California )SS COUNTY OF Los Angeles ) File No: () APN No: On 3/19/2014 before me, Steven Kosek Notary Public, personally appeared Kasey Burke who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s is re subscribed to the within i9999gstrument and acknowledged to me tha he/they executed the same irj'gi per/their authorized capacity(ies), and that by /F ia{j er/their signature(s) on the instrumebt-the person(s), or the entity upon ehalf of which the person(s) acted, executed the `�rtrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature���/ .bit N KOSEK Commission N 1963326 = Notary Public - California i Loa Anosles County m Comm. Ex if Jun 25.2016+ This area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. INDIVIDUAL 0 CORPORATE OFFICERS) TITLES) Q PARTNER(S) ❑ LIMITED Q ATTORNEY -IN -FACT F7TRUSTEE(S) 0 GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: - Name of Person or Entity ❑ GENERAL Name of Person or OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE - Reproduced by First American Title Company National Commercial Services 11/211U7 l Jl Exhibit "A" LEGAL DESCRIPTION OF PROPERTY That real property located in the City of Vernon, County of Los Angeles, State of California, described as follows: Lot Nos. 45 through 53 inclusive of Tract No. 7923, as per Map recorded in Book 113, Pages 80 to 83 inclusive of Maps, in the Office of the County Recorder of said County. APN: 6314-002-900 (portion) 1082298.3 12098-003 ;� This page is part of your document - DO NOT DISCARD �;,;4 p g 2014 2014028UC�soF�cE sty Of LOS,��Q ;+ IIIIIIIIIIIIIIIIIIIIIIIIIIIIIilllllllllllllllllllll Recorded/Filed in Official Records k f Recorder's Office, Los Angeles County, x California Ct41FO03/21/14 AT 08:OOAM FEES: TAXES: OTHER: Pages:0014 0.00 0.00 0.00 PAID: 0.00 I�IIII��IIIIRYIIIIII�IINIIIIIVAnIII LEADSHEET 201403210270016 00008982314 IIIIIIIIII IIIIINIIIIIIIIIIIIIIIIIIII 006093045 SEQ: 04 DAR - Title Company (Hard Copy) ... ..... ...... ........_.............. .... ....... .....,...., _._. THIS FORM IS NOT TO BE DUPLICATED r06 - cursst FIRST AMERICAN TITLE INSURANCE COMPANY RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: City Clerk (�/�� This document is exempt from the payment of a recordii UX � !/�/ pursuant to Government Code Sections 6103 and 27383 LEASEHOLD DEED OF TRUST AND FINANCING AGREEMENT THIS LEASEHOLD DEED OF TRUST (the "Deed of Trust") is made effective as of March 1, 2014, by 52ND DRIVE APARTMENTS, L.P., a California limited partnership ("Borrower"), as trustor, in favor of FIRST AMERICAN TITLE INSURANCE COMPANY ("Trustee"), as trustee, and for the benefit of the CITY OF VERNON, a California charter city and municipal corporation, as beneficiary (referred to herein as the "Beneficiary" or the "Lender"). The loan secured by this Deed of Trust is being made in connection with Borrower's ground lease from Lender, simultaneously with this Deed of Trust, of that certain real property more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property"). The Borrower, in consideration of the indebtedness recited and the trust created in this Deed of Trust, irrevocably grants and conveys to Trustee, in trust, with power of sale, (i) Borrower's leasehold interest in the Property, including, but not limited to, that certain leasehold interest created by that certain Ground Lease dated as of March 1, 2014, by and between Beneficiary as Lessor, and Borrower as Lessee (the "Ground Lease"); (ii) all buildings and other improvements and fixtures now or hereafter located on the Property, including, but not limited to, all apparatus, equipment, and appliances used in the operation or occupancy of the Property, it being intended by the parties that all such items shall be conclusively considered to be a part of the Property, whether or not attached or affixed to the Property (collectively, the "Improvements"); (iii) all development rights or credits, air rights, water, water rights and water stock related to the Property, the Ground Lease or the Improvements; (iv) all minerals, oil and gas, and other hydrocarbon substances in, on or under the Property, (v) all appurtenances, easements, rights and rights of way appurtenant or related to the Property; (vi) all interest or estate which Borrower may hereafter acquire in any of the property described above; and (vii) all additions and accretions to, and the proceeds of, any of the foregoing (all of the foregoing being collectively referred to as the "Property"). Together with all of the improvements now or hereafter erected on said property, and all easements, rights, appurtenances, rents (subject, however, to the rights and authorities given in this Deed of Trust to the Lender to collect and apply such rents), royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all fixtures now or hereafter attached to said property, all of which including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Deed of Trust; and all of the foregoing, together with said property are referred to in this Deed of Trust as the "Property." Y N To secure for the benefit of Lender the repayment of the indebtedness evidenced by the Borrower's Promissory Note of even date herewith (the "Promissory Note") in the principal sum of One Million and Sixty Thousand Dollars ($1,060,000), and the performance of the covenants and agreements of the Borrower contained in this Deed of Trust and in the Promissory Note that is secured hereby. The Borrower covenants that the Borrower is lawfully seized of the estate conveyed by this Deed of Trust and has the right to grant and convey the Property, that, with the exception of some other earlier or later security instruments securing promissory notes which the Borrower has expressly disclosed to the Lender, or to which the Lender has expressly subordinated its lien priority rights, the Property is unencumbered, and that the Borrower will warrant and defend generally the title to the Property against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring the Lender's interest in the Property. Borrower covenants and agrees as follows: 1. PAYMENT OF PRINCIPAL AND INTEREST. Borrower shall promptly pay when due the interest and the principal of the indebtedness evidenced by the Promissory Note. 2. COMPLIANCE WITH SENIOR DEEDS OF TRUST. Borrower covenants and agrees to comply with the terms and conditions of any deeds of trust encumbering the Property which are a prior lien against the Property (the "Senior Deeds of Trust") and consents to subordinate this Deed of Trust to the Senior Deeds of Trust. Lender shall permit the refinancing of the first lien Deed of Trust conveyed by Trustor to Trustee for the benefit of Bank of America, N.A., which provides for California Community Reinvestment Corporation to purchase the loan upon conversion, and which secures that certain Promissory Note secured by Deed of Trust (Construction and Permanent Loan) in the amount of Eight Million Eight Hundred Twenty Thousand Three Hundred Forty Dollars ($8,820,340.00) (the "First Deed of Trust and Promissory Note") in amounts not to exceed its original principal balance (including the combined balances if the refinancing is provided by one lender), and shall subordinate this Deed of Trust and its secured Promissory Note to a subsequent lender's secured interest in the property for the purpose of refinancing the existing First Deed of Trust and Promissory Note in connection with a loan which is reasonably acceptable to Lender, and, without limiting the foregoing, specifically covenants to subordinate this Deed of Trust and Promissory Note to new financing which is reasonably acceptable to Lender and its security instrument recorded to evidence the new financing in connection with the purchase of the partnership interest of the Investor Limited Partner (defined hereinbelow), or its affiliates or successors in interest. 3. SALE OR TRANSFER OF PROPERTY. Before sale or transfer of title, the Borrower, or the Borrower's representative, shall notify the Lender of its intention to sell or otherwise transfer title. Except as otherwise provided in this Deed of Trust, in the Promissory Note, the DDA, or in Borrower's Amended and Restated Agreement of Limited Partnership (including, without limitation, a transfer pursuant to a purchase option or right of first refusal held by a general partner of Borrower), of even date herewith, when Borrower transfers title, the entire loan which is evidenced by the Promissory Note shall be immediately due and payable, unless such transfer is approved in the sole discretion of the Lender. 2 4. CHARGES AND LIENS. Borrower shall pay all taxes (if any), assessments and other charges, fines and impositions attributable to the Property which may attain a priority over this Deed of Trust. Borrower shall promptly furnish to Lender all notices of amounts due under this paragraph and in the event the Borrower shall make payment directly, Borrower shall promptly furnish to Lender receipts evidencing such payments. The Borrower shall promptly discharge any lien which has priority over this Deed of Trust; provided that the Borrower shall not be required to discharge any such lien so long as Borrower shall agree in writing to the payment of the obligation secured by such lien in a manner acceptable to the Lender, or shall in good faith contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof. The Borrower shall not allow the attachment of any subordinate lien or other encumbrance on the Property without the prior written consent of the Lender. The Borrower shall promptly pay when due all installments or payments required by Lender and comply with all obligations of any deed of trust that is prior to this Deed of Trust. 5. INSURANCE PROCEEDS. Any insurance proceeds received as a result of damage to the Property from fire or other calamity shall be first expended as required by any senior deeds of trust. Any remainder shall be applied as set forth in the Promissory Note. Notwithstanding anything to the contrary contained herein, so long as the value of Lender's lien is not impaired, any insurance proceeds may be used by Borrower for repair and/or restoration of the Property. 6. PROTECTION OF LENDER'S SECURITY. If Borrower fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects the Lender's interest in the Property, including, but not limited to, default on or foreclosure of a prior deed of trust, eminent domain, insolvency, code enforcement, or arrangement or proceedings involving a bankrupt or decedent, then the Lender at Lender's option, upon notice to the Borrower, may make such appearances, disburse such sums and take such action as is necessary to protect the Lender's interest including, but not limited to, disbursement of reasonable attorney's fees and entry upon the Property to make repairs. Any amounts disbursed by the Lender pursuant to this Section 6, with interest thereon, shall become additional indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall bear interest from the date of disbursement at the rate of ten percent (10%) per annum, unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this Section 6 shall require Lender to incur any expense or take any action thereunder. 7. INSPECTION. Lender may make or cause to be made reasonable entries upon and inspections of the Property, provided that the Lender shall give Borrower notice prior to any such inspection specifying reasonable cause therefor related to the Lender's interest in the Property. 8. CONDEMNATION. Any proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or part thereof, 3 or for any conveyance in lieu of condemnation, shall be first expended as required by any senior deeds of trust. Any remainder shall be applied as set forth in the respective Promissory Note(s). In the event of a total taking of the Property, the proceeds shall be treated as if received from a sale of the Property. The proceeds shall be applied to the sums to be repaid in the amount and manner described in the respective secured note(s). Any part of the proceeds remaining after these amounts have been paid shall be paid to the Borrower. In the event of a partial taking of the Property, unless Borrower and Lender agree in writing, the proceeds shall be treated as if received from a sale of that portion of the Property which is taken in the condemnation. The percentage value of the portion taken, as compared to the full value of the entire Property, shall be determined by dividing the condemnation proceeds by the fair market value of the entire Property just prior to the taking. This percentage value, once determined, shall be used in the following manner to allocate the condemnation proceeds: a. First, to the amount of principal owing under the first Senior Deed of Trust and the senior Promissory Note secured thereby; b. Second, to payment of the Promissory Note and any amounts due under this Deed of Trust; C. Third, to the payment of any subordinate deeds of trust and Promissory Notes; and d. Fourth, to the Borrower. If the Property is abandoned by Borrower, or if, after notice by Lender to Borrower that the counter offers to make an award or settle a claim for damages, Borrower fails to respond to Lender within thirty (30) days after the date such notice is mailed, Lender is authorized to collect and apply the proceeds, at the Lender's option, either to restoration or repair of the Property or to the sums secured by this Deed of Trust. 9. BORROWER NOT RELEASED. Extension of the time for payment or modification of amortization of the sums secured by this Deed of Trust granted by the Lender to any successor in interest of Borrower shall not operate to release, in any manner, the liability of the original Borrower and Borrower's successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or modification of amortization of the sums secured by this Deed of Trust by reason of any demand made by the original Borrower and Borrower's successors in interest. 10. FINANCING AGREEMENT. Trustor shall execute and deliver to Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to Beneficiary a valid perfected security interest in the Security. Trustor agrees to perform all acts which Beneficiary may reasonably request so as to enable Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Promissory Note in accordance with its terms. Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument. J IJ 11. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by the Lender in exercising any right or remedy hereunder, otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Deed of Trust. 12. REMEDIES CUMULATIVE. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or afforded by law or equity, and may be exercised concurrently, independently or successively. 13. SUCCESSORS AND ASSIGNS BOUND; JOINT AND SEVERAL LIABILITY; CAPTIONS. The covenants and agreements contained in this Deed of Trust shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower, subject to the provisions of Sections 16 hereof. All covenants and agreements of Borrower shall be joint and several. The captions and headings of the Sections of this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 14. NOTICE. Except for any notice required under applicable law to be given in another manner, (a) any notice to Borrower provided for in this Deed of Trust shall be given by personal delivery, a nationally recognized overnight courier service, or by mailing such notice by certified mail addressed to Borrower at: To Borrower: 52nd Drive Apartments, L.P. c/o Meta Housing Corporation 1640 A. Sepulveda Blvd., Suite 425 Los Angeles, CA 90025 Attention: John Huskey With copy to: Bocarsly, Emden, Cowan, Esmail & Arndt, LLP 633 West Fifth Street, 70th Floor Los Angeles, CA 90071 Attention: Nicole Deddens With copy to: CHBA Affordable, III 151 Kalmus Drive, Suite J-5 Costa Mesa, California 92626 Attention: Graham Espley-Jones (b) notice to the Lender shall be given by personal delivery, a nationally recognized overnight courier service, or by mailing such notice by certified mail, return receipt requested, to: To Lender: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: City Administrator Copy to: City Attorney Copy to: City Director of Community Services and Water (c) notice to the Senior Lender shall be delivered to: (Prior to Conversion): Bank of America, N.A. Community Development Banking Mail Code #CAO-103-04-04 450 B Street, Suite 450 San Diego, CA 92101 Attention: Loan Administration Manager (After Conversion): California Community Reinvestment Corp. 225 West Broadway, Suite 120 Glendale, California 91204 Attention: President The Lender agrees that, so long as the Investor Limited Partner has a continuing ownership interest in the Borrower, effective notice to the Borrower under the Loan Documents shall require delivery of a copy of such notice to the Investor Limited Partner. Such notice shall be given in the manner provided in this Section 14, at the Investor Limited Partner's respective addresses set forth below: To Investor LP: Bank of America, N.A. MA1-225-02-02 225 Franklin Street Boston, MA 02110 Attention: Asset Management To Special LP: Special Limited Partner Banc of America CDC Special Holding Company, Inc. MA1-225-02-02 225 Franklin Street Boston, MA 02110 Attention: Asset Management The Lender agrees that, notwithstanding its rights to invoke the remedies permitted by Section 12 of this Deed of Trust, upon the breach of any covenant or agreement by the Borrower in this Deed of Trust (including, but not limited to, the covenants to pay when due sums secured by this Deed of Trust), or any other Loan Document, the Lender shall not, so long as the Investor Limited Partner has a continuing ownership interest in the Borrower, conduct a foreclosure sale of the Mortgaged Gi i Property, receive a deed -in -lieu of foreclosure or exercise any other remedy in connection therewith, until such time as the Investor Limited Partner has first been given thirty (30) days written notice of such default and has failed, within such 30-day period to cure such default; provided, however, that the Lender shall be entitled, during such 30-day period, to continue to accelerate the Promissory Note and to pursue its remedies. Any notice provided for in this Deed of Trust shall be deemed to have been given to Borrower or Lender upon receipt or refusal of delivery by the addressee. Delivery of notice to either party's counsel shall not be deemed delivery of notice to such party. Lender acknowledges that Lender's remedies upon default are limited pursuant to the terms of the Promissory Note. 15. GOVERNING LAW; SEVERABILITY. This Deed of Trust shall be governed by the laws of the State of California. In the event that any provision or clause of this Deed of Trust or the Promissory Note as incorporated herein conflicts with applicable law, such conflict shall not affect other provisions of this Deed of Trust or the Promissory Note which can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust and Promissory Note are declared to be severable. 16. BORROWER'S COPY. Borrower shall be Punished a conformed copy of the Promissory Note and of this Deed of Trust at the time of execution or after recordation hereof. 17. TRANSFER OF THE PROPERTY. If all or any of the Property or an interest in it is sold or transferred by Borrower, excluding permitted transfers pursuant to this Deed of Trust, the DDA or the aforementioned Amended and Restated Agreement of Limited Partnership, all the sums secured by this Deed of Trust shall be immediately due and payable. In the event of such an acceleration, Lender shall mail Borrower notice of the acceleration in accordance with Section 14 hereof. Such notice shall provide a period of not less than thirty (30) days from the date the notice is mailed within which the Borrower may pay the sums declared due. If the Borrower fails to pay such sums prior to the expiration of such period, Lender may, without further notice or demand on Borrower, invoke any remedies permitted by Section 18 hereof. 18. ACCELERATION; REMEDIES. Except as provided in Section 15 hereof or in the Promissory Note, upon Borrower's breach of any covenant or agreement of Borrower in this Deed of Trust or the Promissory Note as incorporated by reference in this Deed of Trust, including the covenants to pay, when due, any sums secured by this Deed of Trust, Lender, prior to acceleration, shall mail notice to Borrower as provided in Section 14 hereof specifying: (a) the breach; (b) the action required to cure such breach; (c) a date, not less than thirty (30) days from the date the notice is mailed to the Borrower, by which such breach must be cured; and (d) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Property. The notice shall further inform Borrower of this or their right to a fair hearing on the existence of default, of the right to reinstate after acceleration, and of the right to bring court action, after exhaustion of administrative remedies, to assert the nonexistence of a default, or any other defense of Borrower to acceleration or sale. If the breach is not cured on or before the date specified in the notice, the Lender at Lender's option may declare all of the sums determined by this Deed of Trust to be immediately due and payable without further demand and 7 may invoke the power of sale and any other remedies permitted by applicable law. Lender shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this Section 18, including, but not limited to, reasonable attorney's fees. If Lender invokes the power of sale, Lender shall have appraised, or shall cause Trustee to have appraised, the Property to determine its fair market value. The Lender shall also execute or cause Trustee to execute a written notice of the occurrence of an event of default and of Lender's election to cause Property to be sold, and shall cause such notice to be recorded in each county in which the Property or some part thereof is located. Lender or Trustee shall mail copies of such notice in a manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, Trustee, without demand on Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in such order as Trustee may determine. Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. Lender or Lender's designee may purchase the Property at any sale. Trustee shall deliver to the purchaser Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements made therein. Trustee shall apply the proceeds of the sale in the following order: (a) to all reasonable costs and expenses of the sale, including, but not limited to, reasonable Trustee and attorneys' fees and costs of title evidence; (b) to all sums secured by the lien of some other or later security instrument, as evidenced by a secured Promissory Note, by and between the Borrower and Borrower's lender, that is either prior in lien priority to the priority of this Deed of Trust or to which the Lender has subordinated its lien rights and, thereby, placed itself in a subordinated position, (c) to all sums secured by this Deed of Trust, as evidenced by the Promissory Note; and (d) the excess, if any, to the person or persons legally entitled thereto. 19. BORROWER'S RIGHT TO REINSTATE. Notwithstanding Lender's acceleration of the sums secured by this Deed of Trust, Borrower shall have the right to have any proceedings begun by Lender to enforce covenants of this Deed of Trust relating to sums due and payable by Borrower discontinued at any time prior to five days before the Property is scheduled for sale pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Borrower pays Lender all sums which would be then due under this Deed of Trust and Promissory Note and any Promissory Notes issued subsequently to secure future advances, if any, had no acceleration occurred; (b) Borrower pays all reasonable expenses incurred by Lender and Trustee in enforcing the covenants and agreements of Borrower contained in this Deed of Trust and in enforcing Lender's and Trustee's remedies as provided in Section 18 hereof, including, but not limited to reasonable attomeys' fees; (c) Borrower takes such actions as Lender may reasonably require to assure that the lien of this Deed of Trust, Lender's interest in the Property, and Borrower's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Borrower, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred. 20. APPOINTMENT OF RECEIVER; LENDER IN POSSESSION. Upon acceleration under Section 18 hereof or abandonment of the Property, Lender, in person, by agent or by judicially appointed receiver, shall be entitled to enter upon, take possession of, rent end manage the Property and to collect the rents of the Property. All rents collected by the Lender or by a E [o judicially appointed receiver shall be applied first to payment of the cost of management of the Property and collection of rents, including, but not limited to, receiver's fees, premiums on receiver's bonds and reasonable attorneys' fees, and then to the sums secured by this Deed of Trust. Lender and the receiver shall be liable to account for those rents actually received and expenditures actually, incurred. 21. RECONVEYANCE. Upon payment of all sums evidenced by the Promissory Note whose payment is secured by this Deed of Trust, Trustee shall reconvey the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. 22. SUBSTITUTE TRUSTEE. Lender, at Lender's option, may from time to time remove Trustee and appoint a successor trustee to act as Trustee under this Deed of Trust. Without conveyance of the Property, the successor trustee shall succeed to all the title, power and duties conferred upon the Trustee in this Deed of Trust and by applicable law. 23. STATEMENT OF OBLIGATION. The Lender may collect a fee not to exceed $15.00 for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of the State of California. 24. SUBORDINATION ACKNOWLEDGMENT. Beneficiary hereby acknowledges that the loan secured by this Deed of Trust is also subordinate to the extended use agreement required to be executed by Borrower pursuant to Section 42(h)(6)(B) of the Internal Revenue Code, for purposes of the low-income housing tax credits to be allocated to Borrower. In addition, Beneficiary hereby acknowledges that the loan secured by this Deed of Trust is further subordinate to Section 42(h)(6)(e)(ii) of the Internal Revenue Code, which prohibits the eviction or termination of a tenancy, other than for good cause, of an existing tenant of any low-income housing tax credit unit or any increase in the gross rent with respect to such unit, not otherwise permitted under Section 42, for a period of three (3) years after the date the Property is acquired by Lender through foreclosure or instrument in lieu of foreclosure. 25. NON -RECOURSE. This is a Non -Recourse Deed of Trust. Neither the Borrower, nor any of its partners shall have any personal liability for the payment of any portion of the indebtedness evidenced by the Promissory Note or performance of Borrower's obligations under this Deed of Trust. In the event of a default by the Borrower under the terms of the Promissory Note or this Deed of Trust, the Beneficiary's sole remedy shall be limited to exercising its rights under the Promissory Note and this Deed of Trust, including foreclosure and the exercise of the power of sale or other rights granted under the Promissory Note and this Deed of Trust, but shall not include a right to proceed directly against the Borrower, or any of its partners, or the right to obtain a deficiency judgment after foreclosure against the Borrower or any of its partners. However, the foregoing shall not in any way limit or affect any rights Lender may have hereunder or under the Promissory Note to recover directly from Maker or its partners any amounts due hereunder or under the Promissory Note, or any finds, damages or costs, including without limitation reasonable attorneys' fees and costs, incurred by Lender as a result of fraud, misrepresentation or waste on the part of Maker or its partners. 3] IN WITNESS THEREOF, Borrower has executed this Deed of Trust on the day and year first above written. 52ND DRIVE APARTMENTS, L.P., a California limited partnership By: CHBA Affordable III, LLC, a California limited liability company, its Managing General Partner By: Community Home Builders and Associates, a California nonprofit public benefit corporation, its sole member and manager By Grah n"P. 13spley-lonef. President By: 52nd Drive Apartments LLC, a California limited liability company, its Administrative General Partner By: Kasey Burke Vice President [U] STATE OF CALIFORNIA COUNTY OF ORANGE On HOrC4� I4IaoI�t , before me, J-e ne Tt.L l eh , Notary Public, personally appeared CorOArrm P. (csyleu -7bneS , who proved to me on the basis of satisfactory evidence to be the person($) whose name(1S) is/are subscribed to the within instrument, and acknowledged to me that he/&ho4aw* executed the same in his/h� authorized capacity4es), and that by his°-�eir-signature(e) on the instrument the person(,*), or the entity upon behalf of which the person(a) 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. WITNESS my hand and official seal. Notary Public 11 iQ�ANNE rRUOFREH mission a 1887730 VryNotapublic -California i Orange County s M Comm. Ex Tres May 12, 2014 (Notary Seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF California COUNTY OF Los Angels On 3/19/2014 before me, )SS Steven Kosek File No: Q APN No: , Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) hose name(s is re subscribed to the within instrument and acknowledged to me that e/ a/they executed the same i s r/their authorized capacity(ies), and that by (s7�er/their signature(s) on the instrument he person(s), or the entity upon a alf of which the person(s) acted, executed the 'm6rument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature STEVEN KOSEK Commission i 1963326 s Notary Public • California i M Los Angeles County Mv Comm. Ex Iros Jun 25. 2016 r This area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. INDIVIDUAL 0 CORPORATE OFFICERS) TITLE(S) 0 PARTNER(S) ❑ LIMITED ATTORNEY -IN -FACT Q TRUSTEE(S) GUARDIAN/CONSERVATOR Q OTHER SIGNER IS REPRESENTING: Name of Person or Entity ❑ GENERAL Name of Person or Entity OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE .. Reproduced by First American Title Company National Commerdal services 1112007 EXHIBIT A Real property in the City of Vernon, County of Los Angeles, State of California, described as follows: LOTS 45 TO 53 INCLUSIVE OF TRACT NO.7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 6314-002-900 LETTER OF TRANSMITTAL �'o%yas RECEIVED City of Vernon APR 2 8 2014 CITY CLERK'S OFFICE Community Services and Water Engineering Division 4305 Santa Fe Ave., Vernon, CA 90058 To: Ana Barcia Date: April 28, 2014 Deputy City Clerk Address: Subject: 52"d Apartments City Clerk Recorded Documents ❑ Mail ❑ Hand Delivery ❑ E-Mail ❑ Pick -Up ❑ Fax ® Other: Inter -Office Mail ❑ At Your Request ❑ For Revision ❑ For Your Review and Estimate ❑ For Action ❑ For Your Approval ❑ For Your Information ❑ For Signature ® For Your Files Enclosed please find three recorded documents for the 52"d Drive Apartments received from the County Clerk's Office. Community Services' Engineering Division has made digital and hard copies for its files. Please contact me with any questions. Thanks. c: project file Lissette McIendez AssociXe'Engineer Phone: (323) 583-8811 Ext. 246 Fax: (323 826-1435 Email: lmelendez@ci.vernon.ca.us Dean C.Logan Registrar-Recorder/County Clerk A DOCUMENT HAS BEEN RECORDED ON YOUR PROPERTY GET FREE HELP FROM CONSUMER AFFAIRS AT (855) 351-0066 Dear Property Owner, Los Angeles County has sent you the enclosed copy of a recorded real estate document as part of our Homeowner Notification Program. This program is designed to protect your home from fraud and inform you of important changes regarding your property. Please look at the title of the enclosed document: If it is a Grant Deed, Deed of Trust, or Quitclaim Deed, please review it to make sure it is correct. These documents are recorded when your property changes ownership, or when you borrow money to buy, refinance, or take a loan on your property. Make sure that you made this transaction, your signature is correct, and changes were not made to the document after you signed. If the enclosed document is a Notice of Default, the lender or their servicer has started foreclosure. If it is a Notice of Sale, the property is in the final stages of foreclosure and could be sold within 20 days. We can help to keep you from becoming a victim of foreclosure fraud and work with your lender to explore your options. Our services offer you the best opportunity to help you stay in your home. (Please note: The enclosed document is an unofficial copy that may be reduced in size or appear different from the original. The original of the enclosed document has been sent to the address that appears in the upper left corner of the document.) We encourage you to contact Consumer Affairs at (855) 351-0066 (toll free) or homehelp@dca.lacounty.gov for free help. Our staff is here to help you with any questions you have and alert you to the most recent scams. All of our services are free. Sincerely, DEAN C. LOGAN BRIAN J. STIGER Registrar-Recorder/County Clerk Director of Consumer Affairs Enclosure This notification is sent in compliance with Government Code Section 27297.6 LArecordel'.net 12400Imperial Highway, Norwalk, California 90650 LAvotemet >F I.OS Members of the Board �. Gloria Molina COUNTY OF LOS ANGELES Mark Rldley-Thomas Zev Yaroslaysky It DEPARTMENT OF CONSUMER AFFAIRS Michael DonKnaAntonovich X Brain J. Stiger 1 Fo MP "To Enrich Lives Through Effective and Caring Service" Director HAVE.A QUESTION? CONSUMER AFFAIRS HAS ANSWERS Get free, reliable help by calling toll -free at (855) 351-0066 The County of Los Angeles Department of Consumer Affairs is your partner in homeownership. We can help'with any problems you might havea's a homeowner. We can investigate your complaint or mediate your dispute. We work with prosecutors if you are a victim of fraud. We can also help you avoid scams aimed at homeowners; deal with, your lender or home improvement contractor;. or save your home from foreclosure. ( If you, received a Grant Deed,; Deed of Trust, or Quitclaim Deed, CALLUS RIGHT AWAY IF: • Your home was sold without your knowledge. • Title was transferred without your knowledge. • The document was changed after you signed. • Your signature was forged. • Pages are missing from the document. _ • You don't understand the document. If you ,received a Notice of Default or Notice of Sale, CALL US RIGHT AWAY. Homeowners: Watch out! You will be approached by people who offer to "save" your home from. foreclosure if you pay them a fee. They often promise a new loan, a loan modification, or say that an investorwill buy your home. They usually just take your money and do little or nothing to help you: Renters: Beware! Someone may claim to be the new owner and demand rent. Don't pay rent to anyone who cannot prove they are the new owner. Usually you have 90 days before the new owner can start an eviction. If you have a lease, the new property owner must honor it. Contact Consumer Affairs by calling toll free at (855) 351-0066. or by email at homehelp@dca.lacounty.gov. B-96 Kenneth Hahn Hall of Administration • 500 W.: Temple Street • Los. Angeles, CA 90012-2706 Telephone (800) 593-8222 (within the County of Los Angeles only) (213) 974-1452 Fax (213) 687-0233 • TTY (213) 626-0913 • _doa.lacounty.nov This page is part of your document - DO NOT DISCARD Qf 20140286018 Recordedf fled In Official Records Recorder's Office, Los Angeles County. California 03/21/14 AT 08:OOAM SEES: TAXES: OTHER: PAID: LEADISHEET Illlllllllallllllll 00008982312 1�119NIIII�INIII�IIIII�IINN1111111 006093045 5EQ: 02 DAR - Title Company (Hard Copy) IIIIIIIINIIIIIIINIImINII�IIIIOIII�IIIIINI�IINInIINIIIINIIIIIIIIIBI INInIIAIIINN���NI�IIINIIINII�IIItlNNIIIIIIIIIINIIIINII�uIIVI�I THIS FORM IS NOT TO BE DUPLICATED r06 P0637 184.00 0.00 0.00 184.00 A A 6314-002-900 DOC# 14-0286018-02 hd hd W 2 02 Z` Z�' O `p a C u yy °m O i V\d0 W a f� W QQ O U �.y d S � N -a � 0 3� O PLEASE READ YELLOW SHEET FIRST RECE ED AFR CITY A>)!1iEli ?Mlom 030/00015 52ND DRIVE APARTMENTS LP 4305 S SANTA FE AVE VERNON, CA 90058-1714 (fold line) .�r&EN; ..�f x_`c p0 a O Ja J O O V C y LLIH Zo2 y xa—o Zack o s 0 00 8 Q a V a c Q H\ D L7 0 V O �^ I S $ O ro .CQO I S --zd W I Z=LA O'ti E E 2 Emv�f� Q 3 a V Q •8 N O W 00 0 2 D FIRST AMERICAN TITLE INSURANCE COMPANY Fa RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Bank of America, N.A. Community Development Banking CAO-103.04-04 450 B Street, Suite 450 San Diego, California 92101 Attention: Loan Administration Manager Aheve CONSTRUCTION AND PERMANENT LEASEHOLD DEED OF TRUST, with Assignment of Leases and Rents, Security Agreement, and Fixture Filing THIS DEED OF TRUST SERVES AS A FIXTURE FILING UNDER THE CALIFORNIA UNIFORM COMMERCIAL CODE. TRUSTOWS ORGANIZATIONAL IDENTIFICATION NUMBER IS: 201306000012. THIS DEED OF TRUST SECURES ALL PRESENT AND FUTURE LOAN DISBURSEMENTS MADE IN ACCORDANCE WITH THE TERMS OF THE PROMISSORY NOTE AND THE LOAN AGREEMENT BETWEEN TRUSTOR AND BENEFICIARY. THIS DEED OF TRUST MAY SECURE A REVOLVING LINE OF CREDIT AND SECURES ALL ADVANCES AND RE -ADVANCES THEREUNDER. THIS DEED OF TRUST SECURES A VARIABLE RATE PROMISSORY NOTE WHICH VARIES ACCORDING TO CHANGES IN CERTAIN CONTRACT RATES OF INTEREST IN ACCORDANCE WITH THE TERMS OF THE PROMISSORY NOTE AND THE LOAN AGREEMENT BETWEEN TRUSTOR AND BENEFICIARY. The parties to this Construction and Permanent Leasehold Deed of Trust, with Assignment of Leases and Rents, Security Agreement, and Fixture Filing (this 'Deed of Trust'), dated as of March f, 2014, are 52ND DRIVE APARTMENTS, L.P., a California limited partnership, as trustor (the "Tmstoo, PRLAP, INC., a North Carolina corporation, as trustee (the "Trustee"), and BANK OF AMERICA, N.A., a national banking association, its successors, transferees and assigns, as beneficiary and secured party (collectively, the "Beneficiary"). The mailing addresses of the parties are set forth on the signature page(s) below. This Deed of Trust secures, among other things, repayment of a loan (the "Loan') described in Section 1.2fa1 below, which Loan is made pursuant to that certain Construction and Permanent Loan Agreement, entered into by Trustor and Beneficiary (the "Loan Agreement') dated as of the date hereof. This Deed of Trust and the Loan Agreement, together with all of their exhibits, and all other documents which evidence, secure, or otherwise pertain to the Loan, collectively constitute the "Loan Documents." Capitalized terms used above and elsewhere in this Deed of Trust without definition have the meanings given them in the Loan Agreement referred to and defined below. All terms not defined herein or in the Loan Agreement shall have the meaning given them in the Uniform Commercial Code, as enacted In the State of California, or under the Uniform Commercial Code in any other state to the extent the same is applicable law (collectively, as amended, recodified, and in effect from time to time, the "UCC"). If a term Is defined differently in Article 9 of the UCC than in another Article, Article 9 shall control. 52nd Drive Aparinnnn Conshvcton and Permenent Leasehold Deed of Trust LEGAL_US W 4 77993817.3 Grant In Trust and Secured Ohilaatiorts. 1.1 Grant In Trust. In consideration and for the purpose of securing payment and performance of the Secured Obligations (as defined below), Trustor hereby Irrevocably and unconditionally grams, bargains, conveys, sells, transfers, and assigns to Trustee, In trust for the benefft of Beneficiary, with power of sale and rlght of entry and possesslon, all estate, right, title, and interest which Trustor now has or may later acquire in and to the following property (all or any part of such property, or any interest in all or any part of it, as the context may require, the "Property"): (a) The leasehold estate created by that certain Ground Lease wherein the City of Vernon, a municipal corporation ("Ground Lessor"), is the current lessor and Trustor is the current lessee, pursuant to that certain Ground Lease by and between Ground Lessor and Trustor, dated as of March 1, 2014 (the "Ground Lease') relating to that certain real property located in the City of Vernon, County of Los Angeles, California, as more fully described In Exhibit A attached hereto and made a part hereof, together with all existing and future easements and rights affording access to It (the "Land"), together with all of the right, title and estate of the Trustor in and to the Ground Lease and the property subject thereto, all options and rights now existing hereafter or arising thereunder, all of Trustees right to waive, excuse, release or consent to any waiver, excuse or release of any provision of the Ground Lease or to consent to subordination of the Ground Lease to any mortgage or estate superior to the Ground Lease to any other estate and all deposits made by Trustor pursuant to the Ground Lease; together with (b) All buildings, structures and Improvements now located or later to be constructed on the Land (the "Improvements"), together with (c) All articles of personal property (including those specified below) and any software Imbedded therein, now owned or hereafter acquired by Trustor and attached to, placed upon for an Indefinite term, or used in connection with the Land andlor Improvements, together with all goods and other property that are, or at any time become, so related to the Property that an interest in them arises under real estate law, or they are otherwise a "fixture' under applicable law (each a "Fixture," collectively 'Fixtures"); togetherwith (d) All existing and future as -extracted collateral produced from or allocated to the Land, including, all minerals, oil, gas, other hydrocarbons and associated substances, sulphur, nitrogen, carbon dioxide, helium and any other commercially valuable substances which may be In, under or produced from any part of the Land, and all products processed or obtained therefrom, and the proceeds thereof, and all development rights and credits. Stir rights, water, water courses, water rights (whether riparian, appropriathre or otherwise, and whether or not appurtenant) and water stock, easements, rights - of -way, gores or strips of land, and any land lying in the streets, ways, alleys, passages, roads or avenues, open or proposed. In front of or adjoining the Land and Improvements; together with (e) All existing and future leases, subleases, sublenancies, licenses, occupancy agreements, concessions, and other agreements of any kind relating to the use or occupancy of all or any portion of the Properly, whether now in effect or entered into in the future (each a'Lease; collectively, the 'Leases") relating to the use and enjoyment of all or any part of the Lard and Improvements (Including but not limited to all leasehold estate, right, title and interest of Trustor in and to the Ground Lease, and any subleases), all amendments, extensions, renewals, or modifications thereof (subject to Beneficiary's right to approve some pursuant to the ferns of the Loan Documents), and any and all guaranties of, and security for, lessees' performance under any and all Leases, and all other agreements relating to or made in connection with any of such Leases; together with (1) All rents (and payments in lieu of rents), royalties, issues, profits, Income, proceeds, payments, and revenues of or from the Property, and/or at any time payable under any and all Leases, including all rem loss Insurance proceeds, prepaid rents and any and all security deposits received or to be received by Trustor pursuant to any and all Leases, and all rights and benefits accrued, 57nd Drive APanmente Construction and Permonent Leasehold Deed or Treat •2. LEGAL Va_Wi 77993817.3 ail or to accrue, to Trustor under any and all Leases (some or all collectively, as the context may require, 'Rents'); together with (g) All rights to the name, signs, trade names, trademarks, trademark applications, service marks, licenses, software, and symbols used in connection with the Land and Improvements; together with (h) All goods, materials. supplies, chattels, furniture, fixtures, machinery, apparatus, fittings, equipment, and articles of personal property of every kind and nature whatsoever, including consumable goods, now or hereafter located in or upon the Property or any part thereof, or to be attached to or placed in or on, or used or useable In connection with any present or future use, enjoyment, occupancy or operation of all or any part of the Land and Improvements, whether stored on the Land or elsewhere, including by way of description but without limiting the generality of the foregoing, all computer systems, telephone and telecommunication systems, televisions and television systems, pumps or pumping plants, tanks, motors, conduits, engines, pipes, ditches and flumes, and also all gas and electrical apparatus (Including, but not limited to, all electrical transformers, switches, switch boxes, and equipment boxes), cooking, heating, cooling, air conditioning, sprinkler equipment, lighting, power equipment, ventilation, Incineration, refrigeration and plumbing apparatus, fixtures and equipment, screens, storm doors and windows, stoves, wall beds, refrigerators, attached cabinets, partitions, ovens, ranges, disposals, dishwashers, carpeting, plants and shrubbery, ground maintenance equipment, ducts and compressors; together with all building materials, goods and personal property on or off the Property Intended to be affixed to or Incorporated In the Property but not yet affixed to or incorporated In the Property, all which shall be considered to the fullest extent of the law to be real property for purposes of this Deed of Trust; together with (i) All building materials, equipment, work in process or other personal property of any kind, whether stored on the Land or elsewhere, which have been or later will be acquired for the purpose of being delivered to, Incorporated Into or Installed In or about the Land or Improvements; together with (j) All deposit accounts of Trustor, including but not limited to, the Amount (if any), the Borrowers Funds Account (If any), the Replaremert Reserve Account (If any), the Operating Reserve Account (if any), and all Loan funds deposited Into any such account, whether disbursed or not, and Trustoes own funds now or later to be held on deposit in all such accounts; togetherwith (k) To the extent not expressly prohibited by jaw, all federal, state, and local tax credits, and othertax benefits related to the Property: together with (1) All rights to the payment of money and ell guaranties thereof and judgments therefor, and all accounts, accounts receivable, reserves, deferred payments, refunds of real property and personal property taxes and other refunds, cost savings, payments and deposits, whether now or later to be received from third parties (induding all earnest money sales deposits) or deposited by Trustor with third parties (including all utility deposits), warranty rights, contract rights, management contracts, service contracts, construction and architectural contracts, contracts for the purchase and sale of the Property or any part thereof, end -loan or other financing commitments, development and use rights, governmental permits and licenses, applications, architectural and engineering plans, spedficalions and drawings, as - built drawings, chattel paper, instruments, documents, promissory notes, drafts, letters of credit (other than letters of credit In favor of Beneficiary), letter of credit rights (whether or not the letter of credit is evidenced by a writing), supporting obligations, and general intangibles, including payment intangibles, whether any of the foregoing are tangible or electronic, which arise from or relate to construction on the Land or to any business now or later to be conducted an It, or to the Land and Improvements generally; together with (m) All insurance policies (and the unearned premiums therefor) and bonds required by the Loan Documents and all proceeds thereof, and all proceeds (Including all claims to and demands 52nd Drkre Aparnnenle Construction and Parmanent Leasehold Deed of Trust -3- LEOAL_US W X 77993617.3 -5' for them) of the voluntary or Involuntary conversion of any of the Land, the Improvements, or the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in connection with any condemnation or eminent domain procee6ng, and all causes of action and then proceeds for any damage or injury to, or defect in, the Land, the Improvements, or the other property described above or any part of them, or breach of warranty in connection with the construction of the Improvements, Including causes of action arising In tort, contract, fraud, misrepresentation, or concealment of a material fact; together with (n) All books, records, and all recorded data of any kind or nature (regardless of the medium of recording) pertaining to any and all of the property described above, Including records relating to tenants under any leases, and the qualification of such tenants, and all certificates, vouchers, and other documents in any way related thereto, and all records relating to the application and allocation of any federal, state, and local tax credits or benefits, including computer -readable memory and any computer hardware or software necessary to access and process such memory (collectively, the "Books and Records'); together with (0) All commercial tort claims Trustdt now has or hereafter acquires relating to any of the property described above; together with (p) All software embedded within or used in connection with any of the property described above; together with (q) All products, accounts, and proceeds (cash or non -cash) of, additions, betterments, extensions, accessions and accretions to, substitutions, renewals and replacements for, and changes in any of the property described above, including all proceeds of any voluntary or involuntary disposition or claim respecting any such property (arising out of any judgment, condemnation or award, or otherwise arising) and all supporting obligations ancillary to or arising in connection therewith, general intangibles (including payment intangibles) arising in connection therewith, and all goods, accounts, Instruments, documents, promissory notes, chattel paper, deposit accounts, supporting obligations, and general Intangibles (ncluding payment intangibles) (whether any of the foregoing are tangible or electronic), wherever located, acquired with cash proceeds of any of the foregoing or its proceeds. Trustor shall and will warrant and forever defend the above -bargained Property in the quiet and peaceable possession of Trustee, its successors and assigns, against all and every person or persons lawfully claiming or to claim the whole or any part thereof. Trustor agrees that any greater tile to the Property hereafter acquired by Trustor during the term hereof shall be subject hereto. 1.2 Secured Obligations. (a) Trustor makes the grant, bargain, conveyance, sale, transfer, and assignment set forth above and grants the security interest set forth in Section 3 below for the purpose of securing the following obligations (the "Secured Obligations') in such order of priority as Beneficiary may determine. (1) Payment of all obligations at any time owing under a promissory note (the 'Note') dated as of March 1, 2014, payable by Trustor as make to the order of Beneficiary in the stated principal amount of Eight Million Eight Hundred Twenty Thousand Three Hundred Forty and 001100 Dollars ($8,820,340) to the order of Beneficiary, including principal, Interest and all other amounts payable under the terms of the Note and performance of each covenant and agreement of Trustor in the Note and all modifications, amendments, replacements, extensions and renewals thereof and substitution therefore; and (It) Payment and performance of all obligations of Trustor under this Deed of Trust; and 52nd OdW ApOrments Cdnstrumian and Permanent Lemehmld Oared of Tniet -4- LEGAL Ua WR 77993817.3 A (tii) Payment and performance of all obligations of Truster under the Loan Agreement, under any Loan Documents, and under the Rate Lock Agreement (If any, as such lens may be defined in the Loan Agreement) or any rate lock agreement or interest rate protection agreement (such as any Interest rate swap agreement, International Swaps and Derivatives Association, Inc. Master Agreement, or similar agreement or arrangements now existing or hereafter entered into by Truster and Beneficiary, in connection with the Loan evidenced by the Note to hedge the risk of variable rate interest volatility or fluctuations In interest rates as any such agreement or arrangement may be modified, supplemented and in effect from time to time) executed by Trustor in connection with the Loan; provided, however, that this Deed of Trust does not secure any Loan Document or other document, or any provision of any Loan Document or other document, that is expressly stated to be unsecured, and (iv) Payment and performance of all future advances and other obligations that Trustor, or any successor in interest to Trustor, and/or any other obligor (d different than Truster). or any successor in ownership of all or pad of the Property, may agree to pay and/or perform (whether as principal, surety, or guarantor) for the benefd of Beneficiary. when a writing evidences the parties' agreement that the advance or obligation be secured by this Deed of Trust, and (v) Payment and performance of all modifications, amendments, extensions, and renewals, however evidenced, of any of the Secured Obligations, including any successor agreements or instruments which restate and supersede any agreements or instruments evidencing the Secured Obligations; and (VI) Payment of all sums advanced by Beneficiary to proved the security of this Deed of Trust or the Property, with Interest at the Default Rate as defined in the Note. (b) All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the terms of the Secured Obligations and each other agreement or Instrument made or entered into In connection with each of the Secured Obligations. Such terms include any provisions In the Note or the Loan Agreement which permit borrowing, repayment, and reborrowing, or which provide that the interest rate on one or more of the Secured Obligations may vary from time to time. 2. Asslimment of Lessor's Ink at In Leases and AssMnment of Rents. 2.1 Absolute_Assianment. Effecfive upon the recordation of this Deed of Trust. Trustor hereby irrevocably, absolutely, presentty, and unconditionally assigns, transfers, and sets over to Beneficiary: (a) All of Trustor's right, title, and Interest in, to, and under any and all Leases, all amendments, extensions, renewals, or modifications thereof (subject to Benefdary's right to approve same pursuant to the terms of the Loan Documents), and any and all guaranties of, and security for, lessees' performance under any and all Leases, and all other agreements relating to or made in connection with any of such Leases; and (b) All Rents. In the event that anyone establishes and exercises any right to develop, bore for, or mine for any water, gas, oil, or mineral on or under the surface of the Property, any sums that may become due and payable to Tmslor as bonus or royalty payments, and any damages or other compensation payable to Trustor in connection with the exercise of any such Tights, shall also be considered Rents assigned under this Section. THIS IS AN ABSOLUTE, ASSIGNMENT, NOT AN ASSIGNMENT FOR SECURITY ONLY 52nd Drive Aparlmen6 Construction and Pamenant Leasehold Deed of Trust -5- LEGAL t/S_W 9 7700817.8 .r 2.2 Grant of License. Beneficiary hereby confers upon Trustor a license (the *License') to collect and retain the Rents as they become due and payable, so long as no Event of Default (as such term is defined below) shall exist. Upon the occurrence of an Event of Default, the License shall terminate (automatically and without notice or demand of any kind and without regard to the adequacy of Beneficiary's security under this Deed of Trust). 2.3 Collection and Application of Rents and Enforcement of Leases. Subject to the License granted to Trustor above and the other provisions of this Section, Beneficiary has the fight, power, and authority to collect any and all Rents and enforce the provisions of any Lease. In connection with the provisions of this Section, Trustor hereby constitutes and Irrevocably appoints Beneficiary its attorney -in -fact, with full power of substitution, to perform any and all of the following acts, if and at the times when Beneficiary in its sole and absolute discretion may so choose (a) Demand, receive, and enforce payment of any and all Rents, and endorse all checks and other payment instruments related thereto; (b) Give receipts, releases, and satisfactions for any and all Rents, (c) Sue either in the name of Trustor or in the name of Beneficiary for any and all Rents: (d) Enforce the provisions of any and all Leases; (a) Enter into Leases; ardlor (t) Perform and discharge any and all undertakings of Trustor or otherwise under any Lease The appointment granted in this Section shall be deemed to be a pourer coupled with an interest. Beneficiary's rights under this Section do not depend on whether or not Beneficiary takes possession of the Property as permitted under this Deed of Trust. In Beneficiary's sole and absolute discretion. Beneficiary may choose to collect Rents or enforce any and all Leases either with or without taking possession of the Property and either in person or through a court -appointed receiver. Beneficiary's rights and powers under this Section are in addition to the other remedies herein provided for upon the occurrence of an Event of Default and may be exercised independently of or concurrently with any other such remedies. 2A Notice. At lessees under any and all Leases are hereby irrevocably authorized and notified by Trustor to rely upon and to comply with (end will be fully protected in so doing) any notice or demand by Beneficiary for the payment to Beneficiary of any rental or other sums which may at any time become due under the Leases, or for the performance of any of lessees' undertakings under the Leases, and lessees have no right or duty to inquire whether any Event of Default has actually occurred or is then existing hereunder or to obtain Trustor's consent. 2.9 Proceeds. Beneficiary has the right to apply all amounts received by t pursuant to this assignment to pay any of the following in the amounts and in the order Beneficiary deems appropriate: (a) any and all Secured Obligations, in any order and proportions as Beneficiary In Its sole and absolute discretion may choose, and (b) the costs and expenses of operation of the Property and collection of Rents and other sums that may be incurred by Trustee, Beneficiary, andfor any receiver, including but not limited to reasonable attorneys' fees and any and all expenses of leasing, operating, maintaining, and managing the Property, and all other costs and charges incident to the Property; including, without limitation: (i) salaries, fees, commissions and wages of a managing agent, and other employees, agents, or Independent contractors; (ii) taxes, charges, claims, assessments, any other liens, and premiums for all insurance, and (iii) The cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Property. In additon, Beneficiary may hold the same as 82nd Drive Apartments Conskucson and PermaneM Leasehold Dead of Trust LEGAL,US-VW 9 77923817.3 S security tar the payment of the Secured Obligations. Beneficiary shall have no liability for any funds which it does not actually receive. 24 Beneficiary Not Responsible. Under no circumstances shall Beneficiary have any duty to produce Rents from the Property. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Land and the Improvements. Beneficiary is not and shall not be deemed to be: (a) A "mortgagee In possession" for any purpose; (b) Responsible for performing any of the obligations of the Truster as lessor under any lease; (c) Responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the Property, or any negligence In the management, upkeep, repair or control of the Property; or (d) Liable In any manner for the Properly or the use, occupancy, enjoyment or operation of all or any part of It. 2.7 Leasing. Trustor shall not accept any deposit or prepayment of Rents for any rental period exceeding one (1) month without Beneficiary's express prior written consent Trustor shall not lease the Property or any part of it except strictly in accordance with the Loan Agreement. Trustor shall apply all Rents received by it in the manner required by the Loan Agreement. 3. Grant of Security Interest. 3.1 Security Agreement. The parties intend for this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents and Leases, all in favor of Beneficiary. The parties acknowledge that some of the Property and some of the Rents and Leases may be determined under applicable law to be personal property or fixtures. To the extent that any Property, Rents, or Leases may be or be determined to be personal property, Trustor, as debtor, hereby grants to Beneficiary, as secured party, a security Interest In all such Property, Rents, and Leases, to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the UCC, covering all such Property, Rents, and Leases. To the extent such Properly, Rents, or Leases are not real property encumbered by the lien granted above, and are net absolutely assigned by the assignment set forth above, it Is the Intention of the partles that such Property, Rents, andfor Leases shall constitute "proceeds, products, offspring, rents, or profits" (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be modified or supplemented) of the Land and Improvements. 3.2 Flnancina Statements: Aulborization to Ffle: Power of Attorney. Trustor hereby authorizes Beneficiary, at any time and from time to rime, to file any initial financing statements, amendments thereto, and continuation statements, with or without the signature of Trustor, as authorized by applicable law, as applicable to the Property or any part thereof, Trustor shall pay all fees and costa that Beneficiary may Incur in filing such documents in public offices and In obtaining such record searches as Beneficiary may reasonably require and all other reasonable fees and costs Beneficiary Incurs in connection with perfection of its security interests. For purposes of such filings, Trustor agrees to promptly furnish any Information requested by Beneficiary, Trustor also ratifies Its authorization for Beneficiary to have filed any like Initial financing statements, amendments thereto, or continuation statements if filed prior to the date of this Deed of Trust. Trustor hereby irrevocably constitutes and appoints Beneficiary. wffit full power of substitution, as b true and lawful attorney -In -fad with full irrevocable power and authority in she piece and steed of Trustor be execute In Trustor's name any such documents and to otherwise carry out the purposes of this Seddon, to the extent that Trusters authorization above is not sufficient. Such power is deemed to be coupled with an interest, and is 52nd DMa Aparyreftts Cons" n and Pm nent Leasehold Dead of Trust iMAL_Us we 77ee3617.3 T therefore irrevocable. If any financing statement or other document is flied in the records normally pertaining to personal property, that filing shall never be construed as In any way derogating from or impairing this Deed of Trust or the rights or obligations of the parties under it. Everything used in connection with the Property and/or adapted for use Urs rein and/or which Is described or reflected in this Deed of Trust is, and at all times and for all purposes and In all proceedings both legal or equitable shall be regarded as part of the real estate encumbered by this Dead of Trust regardless of whether (i) any such item is physically attached to the Improvements, (it) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary or (Iii) any such Rem is referred to or reflected in any such Financing Statement so filed at any time. Similarly, the mention in any such Financing Statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Trusters interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the property conveyed hereby, whether pursuant to lease or otherwise, shall never be construed as in any way altering any of the rights of Beneficiary as determined by this instrument or impugning the priority of Beneficiary's lien granted hereby or by any other recorded document. Such mention in the Financing Statement is declared to be solely for the protection of Beneficiary in the event any court or judge shag at any time hold, with respect to the matters set forth in the foregoing clauses (1), (2). and (3), that notice of Beneficiary's priority of Interest Is requl red In order to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government, shall be flied in the UCC records. 4. Effective as a Financino Statement: Fixture Filling -and Construction Mortgage. This Deed of Trust constitutes a financing statement filed as a fixture filing under the applicable section of the UCC, covering any Property which now is or later may become fixtures attached to me Land or Improvements. This Deed of Trust shall also be effective as a financing statement covering as -extracted collateral (including oil and gas), accounts, and general intangibles under the UCC, which will be financed at the wellhead or minehead of the wells or mines located on the Land and is to be filed of record in the real estate records of each county where any part of the Land is situated. This Deed of Trust shall also be effective as a financing statement covering any other Property and may be filed in any other appropriate filing or recording office. The mailing address of Trustor Is the address of Trustor set forth at the end of this Deed of Trust, and the address of Beneficiary from which information concerning the security interests hereunder may be obtained is the address of Beneficiary set forth at the end of this Deed of Trust. A carbon, photographic, or other reproduction of this Deed of Trust or of any financing statement related to this Deed of Trust shall be sufficient as a financing statement for any of the purposes referred to in this Section. This Deed of Trust Is also a 'Construction Mortgage," as defined in the UCC to the extent it secures an obligation incurred for the construction of an improvement on the Land (Including the acquisition cost of the Land), or the refinancing of an obligation incurred for the construction of an Improvement on the Land (Including the acquisition cost of the Land). 5. Bights and Duties of the Patti 5.1 Representations and Warranties. Trustor represents and warrants that, except as previously disclosed to Beneficiary in writing: (a) Trustor is indefeasibly seized of and lawfully possesses and holds good and marketable leasehold title to all of the Land and fee simple title to the Improvements, unless any portion of Trustors present interest in the Land Is described in Exhibit A as a leasehold interest, in which case Truster lawfully possesses and holds a leasehold interest in such portion of the Land as stated in Exhibit A; and Truster and its successors and assigns warrant and shall forever defend title to the Property, subject only to such exceptions and conditions to title as Beneficiary has approved in its sole and absolute discretion (the "Permitted Tide Exceptions") (and any later such encumbrances approved by Beneficiary in writing), unto Trustee and Trustee's successors and assigns against the claims and demands of all persons claiming or to claim the same or any part thereof; 52nd Ddxe Apartments Construction and Permanent Lessehold Deed of Twat LEGAL US_W It 77093817.3 lC (b) Trustor has Ole full and unlimited power, right, and authority to encumber the Property and assign the Rents; (c) This Deal of Trust creates a first and prior lien on the Property free and deer of all liens, encumbrances, and claims whatsoever, subject only to the Permitted True Exceptions; (d) The Property includes all property and rights which may be reasonably necessary or desirable to promote the Present and any reasonable future beneficial use and enjoyment of the Land and the Improvements; (e) Trustor owns any Property which is personal property free and clear of all liens, encumbrances, and claims whatsoever, as well as any security agreements, reservations of fide, or conditional sales contracts, and there is no presently effective financing statement affecting such personal property on file In any public office nor is any of such personal property subject to a security interest having priority over Beneficiary's priority to the same except with respect to junior indebtedness, if any, approved and permitted by Beneficiary as a Permitted Title Exception and Trustor has the right to convey and encumber such property and will warrant and defend such property against the claims of all persons and parties; (f) The Property has frontage on and direct access for Ingress and egress to publicly dedicated streets; (g) Electricity (and gas, if available), water facilities, sewer facilities and any other necessary utilities are, and at all times hereafter shall be, available in sufficient capacity to service the Property satisfactorily and any easements necessary to the furnishing of such utilities are or will be granted and duly recorded; and (h) Trustor's exact legal name, and, if Trustor is not an individual, organizational identification number ('d any assigned by Truslor's state of incorporation or organization) are correctly set forth in this Deed of Trust If Trustor is an individual, Trustor's principal residence has for the preceding four months been and will continue to be (unless Trustor notifies Beneficiary -of any change in wrlfing at least thirty (30) days prior to the date of such change) the address of the principal residence of Trustor as set forth at the end of this Deed of Trust. If Trustor is not an individual, Trustor is an organization of the type and (if not an unregistered entity) is Incorporated in or organized under the laws of the state specified in the introductory paragraph of this Deed of Triad. It Trustor is an unregistered entity (including a general partnership), it is organized under the laws of the state specified in the btroductory paragraph of this Deed of Trust. Trustor's principal place of business and chief executive office and the place where it keeps its Books and Records has for the preceding four months (or, if less, the entire period of the existence of Trustor) been and will continue to be (unless Trustor notifies Beneficiary of any change In writing at least Thirty (30) days prior to the date of such change) the address of Trustor set forth at the and of this Deed of Trust. 5.2 Taxes and Assessments_ (a) Trustor shall pay prior to delinquency all taxes, levies, charges and assessments, including assessments on appurtenant water stock (individually and collectively, an "Imposition°), Imposed by any public or quasi -public authority or utility company that are (or If not paid, may become) a lien on all or part of the Property or any interest in it, or that, O not paid, may cause any decrease in the value of the Property or any part of it If any Imposition becomes delinquent, Beneficiary may require Trustor to present evidence that it has been paid in full, on ten (10) days' written notice by Beneficiary to Trustor. Notwithstanding the foregoing provisions of this Section, Trustor may, at its expense, contest the validity or application of any Imposition by appropriate legal proceedings promptly initiated and conducted In good faith and with due diligence, provided that (1) Beneficiary is reasonably satisfied that neither the Property nor any partthereol or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (it) Trustor shall have posted a bond or furnished other security as may be 52nd Dfim Apertmerd5 Construdmn and Pamenwt Leowhold Doed ofTnrst LEGAL Ua_w 0779e3e17.3 reasonably required from time to time by Beneficiary; and provided further that if at any time payment of any obligation imposed upon Trustor by this Section becomes necessary to prevent a lien foreclosure sale or forfeiture or loss of the Property, or any part thereof, then Trustor must pay the some in sufficient time to prevent such sale, forfeiture, or loss- (b) Following an Event of Default, Trustor shall, upon demand of Beneficiary, pay monthly to Beneficiary an amount sufficient, as estimated by Beneficiary, to accumulate the sum required to pay thirty (30) days prior to the due date thereof the annual cost of any real property taxes and any assessments or other Impositions and the estimated next premiums for hazard and other required insurance on the Property. These funds will be held by Beneficiary (and may be commingled with other funds of Beneficiary) without interest and will be released to Trustor for payment of Impositions and Insurance premiums, or directly applied to such costs by Benefcmry, as Beneficiary may elect. (c) Notwithstanding anything to the contrary in subsection (b) above, it a property tax reserve account, taxes and insurance reserve account, or similar reserve for real property taxes is required pursuant to the terms of the Loan Agreement or other Loan Documents, then, if and at all such times as such reserve is required pursuant to the terms of the Loan Agreement, Trustor shall pay to Beneficiary the reserve deposits, Including, if applicable, any initial reserve deposit and any monthly or periodic reserve deposits, as described in the Loan Agreement or other applicable Loan Document, and all terms and conditions set forth in therein related to such reserve shall apply and are herein incorporated by reference. 5.3 Performance of Secured Obligations. Trustor shall promptly pay and perform each Secured Obligation in accordance with its terms. 5.e Liens, Charges, and Encumbrances Trustor shall immediately discharge any Ilen on the Property that Beneficiary has not expressly consented to in writing. Trustor shall pay when due each obligation secured by or reducible to a lien, charge, or encumbrance which now does or later may encumber all or part of the Property or any interest in it, whether the lien, charge, or encumbrance Is or would be senior or subordinate to this Deed of Trust. This Section is subject to any right granted to Truster in the Loan Agreement to contest in good faith claims and liens for labor done and materials and services famished in connection with construction of the Improvements. Trustor shall pay, perform and observe all obligations under any Permitted Title Exceptions, and will not modify or permit modification of them without Beneficiary's prior written consent. 5.5 Damedes and Insurance and Condemnation Proceed. (a) Trustor hereby absolutely and irrevocably assigns to Beneficiary, and authorizes the payer to pay to Beneficiary, the followring claims, causes of action, awards, payments, and rights to payment (whether awarded or to be awarded or which may be awarded because of judicial action, private action, settlement, or compromise): (I) All awards of damages and all other compensation payable directly or indirectly because of a condemnation, proposed condemnation or taking for public or private use which affects all or part of the Property or any interest in it; and (u) All other awards, claims, and causes of action, arising out of any warranty affecting all or any part of the Property, or for damage or injury to or decrease in value of all or part of the Property or any interest in it; and (fii) All proceeds of any insurance policies payable because of loss sustained to all or pad of the Property, whether or not such insurance policies are required by Beneficiary; and (Iv) All interest which may accrue on any of the foregoing. 52nd Ddve Apadmems Construction and Permanent Leasehold Deed of Twot LEGAL—USLW t 779e3817.3 ly (b) Trustor shall immediately notify Beneficiary in writing if. (i) Any damage occurs or any injury or loss Is sustained to all or any part of the Property, or any action or proceeding relating to any such damage, injury, or loss is commenced; or (ii) Any offer Is made, or any action or proceeding is threatened or commenced, which relates to any actual or proposed condemnation or taking of all or part of the Property. (c) It Beneficiary chooses to do so, Beneficiary may In its own name appear in or prosecute any action or proceeding to enforce any cause of action based on warranty, or for damage, injury, ar loss to all or part of the Property, and Beneficiary may make any compromise or settlement of the action or proceeding with respect to its rights and interests. Beneficiary, if it so chooses, may participate in any action or proceeding relating to condemnation or taking of all or pan of the Property, and may join Trustor in adjusting any loss covered by insurance, and in connection therewith, Beneficiary shall have the right to be represented by counsel of its choice. (d) All proceeds of these assigned claims and all other property and rights which Trustor may receive or be entitled to shall he paid to Beneficiary. In each instance, Beneficiary shall apply such proceeds first toward reimbursement of all of Beneficiary's costs and expenses of recovering the proceeds, including reasonable attorneys' fees. If, in any instance, each and all of the following conditions are satisfied in Beneficiary's reasonable judgment, Beneficiary shall permit Trustor to use the balance of such proceeds (the 'Net Claims Proceeds') to pay costs of repairing or reconstructing the Property in the manner described below. O The plans and specifications, coal breakdown, construction contract, construction schedule, contractor and payment and performance bond for the work of repair or reconstruction shag all be reasonably acceptable to Beneficiary; and (i) Beneficiary shall receive evidence reasonably satisfactory to it that after repair or reconstruction, the Property would be at least as valuable as I was Immediately before the damage or condemnation occurred, and to that and and notwithstanding any other provision of the Loan Documents, Beneficiary may order an appraisal from an appraiser acceptable to Beneficiary, the cost of which shall be home by Trustor; and (iii) The Net Claims Proceeds (together with the net proceeds of any rental Interruption insurance and reasonably projected rental receipts during the repair or reconstruction period) shall be sufficient In Beneficiary's determination to pay for the total cost of repair or reconstruction, including all associated development costs and interest and other sums projected to be payable on the Secured Obligations until the repair or reconstsuotlon is complete; or Trustor shall provide Its own funds in an amount equal to the difference between the Net Claims Proceeds and a reasonable estimate. made by Trustor and found acceptable by Beneficiary, of the total cost of repair or reconstruction; and (IV) Unless otherwise agreed to by Beneficiary, Beneficiary shag receive evidence satisfactory to It that, after the repair or reconstruction is complete, (1) all non-residential leases acceptable to Beneficiary will confine (or a replacement therefor reasonably satisfactory to Beneficiary immediately commences); and (2)the Properly will continue to operate in substantially the same manner, and will generate the same debt service coverage as Immediately before the damage or condemnation occurred; and ry) Beneficiary shall be satisfied that the repair or reconstruction can be completed prior to the maturity data of the Note; and 52nd Drive Apartments Canseucllon and 1'e1111anem leasehold Deed of Twat _t I_ LEGAL_Us W / 77003917 3 13 NO No default or Event of Default (as defined in the applicable document, subject to applicable notice and cure periods) shall have occurred and be continuing under this Deed of Trust, the Note, the Loan Agreement or any other Loan Document. If Beneficiary finds that such conditions have been met, Beneficiary shall hold the Net Claims Proceeds, and any funds which Truster is required to provide, in an account and shall disburse them to Trustor to pay costs of repair or reconstruction upon presentation of evidence reasonably satisfactory to Beneficiary that repair or reconstruction has been completed satisfactorily and Ilen-free, including partial progress payments of Net Claims Proceeds from time to time, in accordance with a cost breakdown approved by Beneficiary and the same procedures and subject to the same conditions as are set forth in the Loan Agreemend for Loan disbursements. However, if Beneficiary finds that one or more of such conditions have not been sated, Beneficiary may apply the Net Claims Proceeds to pay or prepay some or all of the Secured Obligations In such order and proportions as Beneficiary may determine, all without affecting the Ilan and security Interest created by this Deed of Trust (e) Notwithstanding the foregoing, in the event any governmental agency or authority shall require, or commence any proceedings for, the demolition of any buildings or structures comprising a substantial part of the Improvements, or shall commence any proceedings to condemn or otherwise take pursuant to are power of eminent domain a material portion or the Land or Improvements, Beneficiary may, at its option, declare the Secured Obligations to be immediately due and payable and apply any condemnation awards or proceeds to the Secured Obligations. (f) Trustor hereby specifically, unconditionally, and irrevocably waives all rights of a property owner granted under any applicable law that provides for allocation of condemnation proceeds between a property owner and a lienholder, and any other low or successor statute of similar import. 5.6 Surety Bond Proceeds. (a) Truster hereby absolutely and Irrevocably assigns to Beneficiary, and authorizes the payer to pay to Beneficiary, all payments, rights to payment, and all other compensation payable, directly or Indirectly, under any payment, performance, or other bond (each a'Surety Bondy related to, or issued in connection with, the construction of any Improvements or the performance of any acts, related to the Property or any Interest In it, whether or not such Surety Bonds are required by Beneficiary, (b) Truster shall Immediately notify Benefiraary in writing of. (i) Any threatened or actual default or breach of any obligation under any Surety Bond; or (il) (Any action or inaction, including a breach by any contractor under their contrect (If applicable), which would give rise to the obligation of the payor/surety to pay any sums or perform any acts pursuant to the terms of any Surety Bond. (c) If Beneficiary chooses to do so. Beneficiary may in its own name appear In or prosecute any action or proceeding to enforce any cause of action based on any claim under a Surety Bond, and Beneficiary may make any compromise or settlement of any such action or proceeding. (d) All proceeds of these assigned payments, rights to payment, and compensation payable, directly or indirectly, under any Surety Bond which Trustor may receive or be entitled to, shall he paid to Beneficiary. In each instance, Beneficiary shall apply such proceeds first toward reimbursement or all of Beneficiary's costs and expenses of recovering the proceeds, Including reasonable attorneys' fees. If Truster desires to use the balance of such proceeds (the `Net Bond Proceedsl to pay the costs of completing all or a part of the construction of certain of the Improvements, and each and all of the following conditions are satisfied in Beneficiary's reasonable Judgment, Beneficiary shall permit Truster to pay such costs of construction, in the manner described below; sand Dow Apartments Consuric0on and Permanent leallebold Dead or Truat _IZ. LEGAL„US W 0 77993817.3 0 The plans and specifications, cost breakdown, construction contract (including any replacement contract), constructjon schedule (including all revisions thereto), contractor (including any replacement contractor), and, if required by Beneficiary, any replacement payment and performance bond for the constructtan work, shall all be acceptable to Beneficiary; and (ii) To the extent allowed pursuant to the terms of the Surety Bond, Beneficiary shall have approved any replacement contractor(s); and (lii) Beneficiary shall receive evidence satisfactory to it that after the construction is complete, the Property would be at least as valuable as It would have been if completed pursuant to the original construction contract and to that end and notwlthstanding any other provisions of the Loan Documents, Beneficiary may order an appraisal from an appraiser acceptable to Beneficlary, the cost of which shall be berme by Trustor; and (Iv) The Net Bond Proceeds shall be sufficient in Beneficiary's determination to pay for the total cost of the applicable construction, Including all associated development costs and interest and other sums projected to be payable on the Secured Obligations until the applicable construction is complete, or Trustor shall provide is own funds in an amount equal to the difference between the Net Bond Proceeds and a reasonable estimate, made by Trustor and found acceptable by Beneficiary, of the total cost of such construction; and (v) Beneficiary shall be satisfied that the repair or reconstruction can be completed prior to the maturity date of the Note; and (vi) No default or Event of Default (as defined in the applicable document subject to applicable notice and cure periods) shall have occurred and be continuing under this Deed of Trust, the Note, the Loan Agreement or any other Loan Document. If Beneficiary finds that such conditions have been met, Beneficiary shall hold the Net Bond Proceeds, and any funds which Trustor Is required to provide, in a non4riterest-bearing account and shall disburse them to Trustor to pay costs of construction upon presentation of evidence reasonably satisfactory to Beneficiary that the construction has been completed satisfactorily and lien free, including partial progress payments of Net Bond Proceeds from time to time, in accordance with a cost breakdown approved by Beneficiary and the same procedures and subject to the same conditions, as are set forth in the Loan Agreement for Loan disbursements. However, if Beneficiary finds that one or more of such conditions have not been satisfied, Beneficiary may apply the Net Bond Proceeds to pay or prepay some or all of the Secured Obligations in such order and proportions ea Beneficiary may choose, an without affecting the lien and security interest created by this Deed of Trust, (e) Notwithstanding anything herein to the contrary, to the extent that any of the terns of this Section conflict with the terms of any Surety Bond which has been approved in writing by Beneficiary, the terms of such Surety Bond shall control. 5.7 Maintenance and Preservation of Prooerty. (a) Tmstor shall insure the Property as required by the Loan Agreement and keep the Property in good condition and repair. (b) Trustor shall not remove or demolish the Property or any part of it, or alter, restore or add to the Prop", or initiate or allow any change in any zoning or other land use classification which affects the Property or any part of fl, except as permitted or required by the Loan Documents or with Beneficiary's express prior written consent in each instance. 52nd 06W Apartments Convmdlon and Permanent Leasehold Deed or Trust _I3- LEDAL_US W t 77993817.3 15 (c) If all or part of the Property becomes damaged or destroyed, Trustor shall promptly and completely repair and/or restore the Property in a good and workmanlike manner in accordance with sound building practices and notmthstanding the unavailability (for whatever reason) of insurance proceeds from any Property insurer; provided , however. this subsection is subject to the provisions of Sections 5.5 and 5.6 above. (d) Trustor shag not commit or allow any act upon or use of the Property which would violate: (I) any applicable law or order of any governmental authority, whether now existing or later to be enacted and whether foreseen or unforeseen; or (ii) any public or pnvate covenant, condition, restriction or equitable servitude affecting the Property. Trustor shall not bring or keep any article on the Property or cause or allow any condition to exist on It, If that could invalidate or would be prohibited by any insurance coverage required to be maintained by Trustor on the Property or any part or it under the Loan Documents. (e) Trustor shall not commit or allow waste of the Property, including those acts or omissions characterized under the Loan Agreement as waste that arise out of Hazardous Substances (as such term is defined in the Loan Agreement). (f) Trustor shall perform all other acts which from the character or use of the Property may be reasonably necessary to maintain and preserve its value and utility. (g) If any part of Trustor's interest In the Property Is a leasehold Interest. Trustor shall observe and perform all obligations of Trustor under any such lease or leases and shall refraln from taking any actions prohibited by any lease of leases, and Trustor shall preserve and protect such leasehold estsle and its value. (h) If any easement or right of way appurtenant to, or recorded agreement which benefits, the Property exists or is hereafter entered into, Trustor shall perform as obligations and duties under such easement, right of way, or agreement, and shall take all such actions as may be necessary to prevent such easement, right of way, or agreement from being terminated for Trustor's non-performance. Trustor irrevocably appoints Beneficiary its attomey-in-fact, with full power of substitution, for the purpose of performing any act to be performed by Trustor under any such easement, right of way, or agreement, such power deemed to be coupled with an interest and therefore Irrevocable. 5.8 Trustee's Acceptance of Trust. Trustee accepts this trust when this Deed of Trust is recorded. 5.9 Releases E*enstorts Modifications and Additional Security. (a) From lime to time, Beneficiary may perform any of the following acts without incurring any liability or giving notice to any person: (i) Release any person liable for payment of any Secured Obligation; or (ii) Extend the time for payment, or otherwise alter the terms of payment, of any Secured Obligation; or (tit) Accept additional real or personal property of any kind as security for any Secured Obligation, whether evidenced by deeds of bust, mortgages, securlty agreements or any other Instruments of security; or (Iv) Alter, substitute or release any property securing the Secured Obligations. 52nd Drive Apartments Canstmcdon and Permenera LeauMold Deed ofTruat _tq. LEGAL lJ& W 0 77e03817.3 l� (b) From time to time, when requested to do so by Beneficiary in writing, Trustee may perform any of the following acts without incurring any liability or giving notice to any person: (I) Consent to the making of any plat or map of the Property or any part of It; or (It) Join in granting any easement or creating any restrictionaffecting the Property; or (ill) Join In any subordination or other agreement affecting this Deed of Trust or the lien of rt; or (v) Reconvey the Property or any part of @ without any warranty. 5.10 Reeorrvevance, Release. When all of the Secured Obligations have been paid and performed in full, and no further commitment to extend credit continues under the Secured Obligations, then (except to the extent expressly provided herein with respect to the survival of any Indemnifications, representations, warranties, and other rights which are to continue following the release or reconveyance hereof) Trustee shall reconvey the Property From the liens, security interests: conveyances and assignments herein, and this Deed of Trust and all promissory notes and instruments evidencing the Secured Obligations shall be returned to the appropriate party or parties. Any such reconveyance shall be without warranty to the person or persons legally entitled to it. Such person or persona shall pay any costs of recordation. Neither Beneficiary nor Trustee shall have any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. 5.11 Compensation, Exculcetion. Indemnification. (a) Trustor agrees to pay fees in the maximum amounts legally permitted, or reasonable fees as may be charged by Beneficiary and Trustee when the law provides no maximum limit, for any: services that Beneficiary or Trustee may render in connection with this Deed of Trust, including Beneficiary's providing a statement of the Secured Obligations or Trustee's rendering of services in connection with a release or reconveyance (full or partial). Trustor shall afro pay or reimburse all of Beneficiary's and Trustee's costs and expenses which may be incurred in rendering any such services. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses, and other advances which may be Incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including the exercise of any rights or remedies afforded to Beneficiary or Trustee or both of them under the remedies section below, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys' fees and other legal costs (which shall include reimbursement for the allocated costs of in-house counsel used by Beneficiary and/or Trustee to the extent not prohibited by law), costs of arty Trustee's Sale (as described below), any judicial foreclosure of this Deed of Trust, and any cost of evidence of fitle. If Beneficiary chooses to dispose of Property through more than one Tmstoe's Sale orjudicial foreclosure, Trustor shall pay all costs, expenses, or other advances that may be Incurred or made by Trustee or Beneficiary In each of such Trustee's Sales or judicial foreclosure actions (b) Beneficiary shag not be directly or indirectly liable to Trustor or any other person as a consequence of any of the following, (1) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of Trust: (if) Beneficiary's failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or underthis Deed of Trust; 52nd onus Apartments Consauctlon and Permanent Leasehold Deed of 7rust -13- LEGAL U"Y 77993817.3 �7 (ill) Any waste committed by lessees of the Property or any other parties, or any dangerous or defective condition of the Property; or (nr) Any loss sustained by Trustor or any third party resulting from Beneficlary's failure to lease the Property, or from any other act or omission of Beneficiary in operating or managing the Property, after an Event of Default, unless the loss is caused solely by the gross negligence or willful misconduct of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Beneficiary, (c) Trustor agrees to indemnify, defend, and hold Trustee and Beneficiary harmless, for, from, and against, and reimburse them for, all losses, damages, liabilities, claims, causes of action, judgments, penalties, court costs, reasonable attorneys' fees and other legal expenses and expenses of professional consultants and experts, cost of evidence of title, cost of evidence of value, and other costs and expenses, including the settlement of any such matter, excepting those arising out of, or resulting, solely from Beneficiary's or Trustee's, as the case may be, gross negligence or willful misconduct, which either may suffer or Incur: m In performing any act required or permitted by this Deed of Trust or any of the other Loan Documents or by law; (It) Because of any failure of Trustor to perform any of Trustor's obligations, or (ill) Because of any alleged obligation of or undertaking by Beneficiary to perform or discharge any of the representations, warardles, conditions, covenants, or other obligations In any document relating to the Property other than the Loan Documents. This agreement by Trustor to indemnify Trustee and Beneficiary shall survive payoff, termination, or the release and cancellation of any or all of the Secured Obligations, and the full or partial release andfor reconveyance of this Deed of Trust. (d) Trustor shall pay all obligations to pay money arising under this Section Immedlately upon written demand by Trustee or Beneficiary. Each such obligation shall be added to, and considered to be part of, the pnncipal of the Note, and shall bear interest from the date the obligation arises at the Default Rate (as such term may be defined in the Note), or If no Default Rate Is specified, at five percent (5%) in excess of the Stated Rate. For purposes hereof, "Shaded Rate" means the stated interest rate in effect from lime to time under the Note and/or other debt instrument evidencing the Loan; provided that If more than one rate of Interest Is In effect, the highest rate shall be used. 5.12 Defense and Notice of claim$ and Actions. At Truslofs sole expense, Trustor shall protect, preserve and defend the Property and title to and right of possession of the Property, and the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under It, against all adverse claims. Trustor shall give Beneficiary and Trustee prompt notice in writing If any claim is asserted which does or could affect any of such matters, or if any action or proceeding Is commenced which alleges or relates to any such claim. 5.13 Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances affecting the Property, whether released or not, which are discharged in whole or In part by Beneficiary In accordance with this Dead of Trust or with the proceads of any loan secured by this Deed of Trust 5.14 Site Visits. Observation and Testing. Beneficiary and Its agents and representatives and the other Indemnified Partles (as such term is defined in the Loan Agreement), and their agents and representatives, shall have the right at any reasonable time to enter and visit the Property for the purposes of observing the Property, performing appraisals, taldng and removing soil or groundwater 52nd Dnve Apartments Comtructlon and Permanent Leasehold Used of Earst 16 LEGgL-US_W a 77683877.3 H samples, and conducting tests on any part of the Property. The Indemnified Parties have no duly, however, to visit or observe the Properly or to conduct rests, and no site visit observation, or testing by any Indemnified Party shall Impose any liability on any Indemnified Parry. In no event shall any site visit: observation, or testing by any Indemnified Parry be a representation that Hazardous Substances (as such term is defined in the Loan Agreement) are or are not present in, on, or under the Property, or that there has been or shall be compliance with any law, regulation, or ordinance pertaining to Hazardous Substances or any other applicable governmental law. Neither Trustor nor any other party Is entitled to rely on any site visit, observation, or testing by any Indemnified Party. The Indemnified Parties owe no duty of care to protect Trustor or arty other party against, or to inform Trustor or any other party of, any Hazardous Substances or any otter adverse condition affecting the Property. The Indemnified Parties may In their discretion disclose to Trustor or any other party any report or findings made as a result of, or in connection with, any site visit, observation, or testing by the Indemnified Parties. Trustor understands and agrees that the Indemnified Parties make no representation or warranty to Trustor or any other party regarding the truth, accuracy, or completeness of any such report or findings that may be disclosed. Trustor also understands that, depending on the results of any site visit, observation, or testing by any Indemnified Party which are disclosed to Trustor, Trustor may have a legal obligation to notiy one or more environmental agencies of the results. Any Indemnified Party shall give Trustor reasonable notice before entering the Property. Such Indemnified Party shall make reasonable efforts to avoid interfering with Trustor's use of the Property In exerdsing any rights provided in this Section. In connection with any such site visit, observation, or testing. Trustor shall have any rights with respect to the release and/or disclosure of environmental reports as set forth in the Loan Agreement. 5.15 Notice of Change, Trustor will not cause or permit any change to be made in (a) its name, identity, or corporate, partnership, limited liability company, Or other entity structure, (b) its jurisdiction of organization (c) its organizational identification number, (d) its place of business or, If more than one, its chief executive office, (a) its malting address, or (f) any change in the location of arty Property; unless Trustor shall have notified Beneficiary in writing of such change at least thirty (30) days pdor to the effective date of such change, and shall have first taken all action required by Beneficiary for the purpose of further perfecting or protecting the lien and security interest of Beneficiary in the Property. Unless otherwise approved by Beneficiary in writing, all Property that consists of personal property (other than Books and Records) will be located on the Land and all Books and Records will be located at Trustor's place of business or chief executive office if Trustor has more than one place of business. 5.16 Further Assurances. Trustor shall, promptly on request of Beneficiary, (a) correct any defect. error or omission which may be discovered in the contents, execution, or acknowledgment of this Deed of Trust or any other Loan Document; (b) execute. authenticate, acknowledge, deliver, procure, and record and/or file and/or authorize the fling of such further documents (Including, without limitation, further deeds of trust security agreements, financing statements, financing statement amendments, continuation statements, and assignments of rents or leases) and do such further acts as may be necessary, desirable, or proper (1) to can out more effectNely the purposes of this Deed of Trust and the other Loan Documents, (n) to more fully Identify and subject to the Gans and security Interests hereof any property intended to be covered hereby (including specifically. but without limitation, any renewals, additions, substitutions, replacements, or appurtenances to the Property), or (III) as deemed advisable by Beneficiary to protect the lien or security interest hereunder against the rights or interests of third persons; and (c) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts as may be necessary, desirable or proper to enable Beneficiary to comply with the requirements or requests of any agency having jurisdiction over Beneficary or any examiners of such agencies with respect to the Secured Obligations, the Trustor, or the Property. Trustor shall pay all costs connected with any of the foregoing within five (5) days after the written demand by Trustee or Beneficiary. If not paid when due, such costs shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date of such written demand at the Default Rate (as such term may be defined In the Note), or if no Default Rate is specified, at five percent (5%) In excess of the Stated Rate. 5.17 Leasehold. Trustor agrees not to amend, modify, extend, renew or terminate the leasehold estate which constitutes a potion of the Property, any Interest therein, or the lease granting 52ne DMe ApertmArm Conabuctlmi and Permanent leasehold Dead of Trust .17- LEGAL}15 V4 4 77993917.3 such leasehold estate without the prior written consent of Beneficiary, which consent may be withheld by Beneficiary in its absolute and sole discretion. Consent to one amendment, modification, extension or renewal shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, modifications, extensions or renewals. Trustor agrees to perform all obligations and agreements under said leasehold and shall not take any action or omit to take any action which would effect or permit the termination of sold leasehold. Trustor agrees to promptly notify Beneficiary in writing with respect to any default or alleged default by any party thereto and to promptly deliver to Beneficiary copies of all notices, demands, complaints or other communications received or given by Trustor with respect to any such default or alleged default, Beneficiary shall have the option to are any such default and to perform any or all of Trustoes obligations thereunder. All sums expended by Beneficiary In curing any such default shall be seared hereby and shall be immediately due and payable without demand or notice and shall bear interest from date of expenditure at the Default Rate. 6.18 Ground Lease - Trustor Reoresentauons. Warranties. and Agreements. Trustor hereby represents, warrants, covenants and agrees that: (1) This Deed of Trust is duly executed and delivered in conformity with, and does not violate or breach any term of covenant of, the Ground Lease. (ii) Trustor will promptly pay, when due and payable, the net rent, additional rem, taxes and all other sums and charges mentioned in and made payable pursuant to the Ground Lease. (iii) Trustor will promptly perform and observe all of the terms, covenants and conditions required to be performed and observed by Trustor as lessee under the Ground Lease, within the period (exclusive of grace periods) provided in the Ground Lease, or such lesser penods (exclusive of grace periods) as are provided In this Dead of Trust, and will do all things necessary to preserve and to keep unimpaired Its rights under the Ground Lease. Trustor specifically acknowledges Beneficiary's right, while any default by Trustor under any Ground Lease remains uncraed, to perform the defaulted obligatlons and take all other actions which Beneficiary reasonably deems necessary to protect Its Interests with respect thereto, and Trustor hereby irrevocably appoints Beneficiary its true and lawful attorney -in -fact in its name or otherwise to execute all documents, and perform all other acts, which Beneficiary reasonably deems necessary to preserve Its or Trustor's rights with respect to any Leasehold. Such appointment is deemed coupled with an interest. (tv) Trustor will promptly notify Beneficiary in writing of any default (Including the expiration of all notice and cure periods) by Trustor in the performance or observance of any of the terms, covenants or conditions on the part of Trustor to be performed or observed under the Ground Lease. (v) Trustor will (i) promptly notify Beneficiary in writing of the receipt by Trustor of any notice from the Ground Lessor and of any notice noting or claiming any default by Trustor In the performance or observance of any of the terms, covenants or conditions on the part of Trustor to be performed or observed under the Ground Lease; (ii) promptly notify Beneficiary in writing of the receipt by Trustor of any notice from the Ground Lessor to Trustor of termination of the Ground Lease pursuant to the provisions of the Ground Lease; (III) promptly cause a copy of each such notice received by Trustor from the Ground Lease to be delivered to Beneficiary; provided, however, that no such delivery by Trustor to Beneficiary of any such notices shall be deemed to waive, release, or modify any obligation of the Ground Lessor to separately provide such notice to Beneficiary pursuant to the terms of the Ground Lease; and (iv) will promptly notify Beneficiary In writing of any default by the Ground Lessor in the performance or observance of any of the terms, covenants or conditions on the part of the Ground Lessor to be performed or observed. 52nd Drive Apartments Conseuctlon and Pennanant LeasehpM Deed of Trust LEGAL llu_W 0 77993817.3 / A NO Trustor will promptly notify Beneficiary in writing of all arbitration or other proceedings regarding the Property or the Ground Lease. Beneficiary shall have the right to participate in any such arbitration proceedings In association with Truslor or an its own behalf as an interested party and no determination made in such proceeding or settlement or agreement in connection therewith shall be binding upon Beneficiary unless and unfit Beneficiary has participated In such proceeding and/or consented to such settlement or agreement (vli) Trustor will not, without the prior written consent of Beneficiary (which may be granted or withheld in the sole and absolute discretion of Beneficiary), terminate, materially modify or surrender or suffer or permit any lermination, material modification or surrender of the Ground Lease. (viii) Trustor will, within forty-five (45) days after written demand from Beneficiary, obtain from the Ground Lessor and deliver to Beneficiary a certificate stating that such Ground lease is In full force and effect, Is unmodified, that no notice of termination thereon has been served on Trustor, that no default or event which with notice or lapse of time (or both) would become a default is existing under the Ground Lease (or specifying the nature of any defaults or events which with notice or lapse of time, or both, would become a default under the Ground Lease), and containing such other statements and representations as may be reasonably requested by Beneficiary. (ix) Trustor will furnish to Beneficiary, within ten (10) days after written request by Beneficiary, proof of payment of all items that are required to be paid by Trustor pursuant to the Ground Lease and proof of payment which is required to be given to the Ground Lessor. (x) Trustor shall not consent to any waiver of Ground Lessors obligations under the Ground Lease, material modification or cancellation of any provision of the Ground Lease nor to the subordination of the Ground Lease to any mortgage of the fee interest of the Ground Lessor. (A) Trustor shall execute and deliver, on request of Beneficiary, such Instruments as Beneficiary may deem useful or require to permit BeneficiarytD cure any default under the Ground Lease or permit Beneficiary to take such other action as Beneficiary considers desirable to cure or remedy the matter in default and preserve the Interest of Beneficiary In the Premises. NO Trustor agrees and acknowledges that, to the extent any provision of this Deed of Trust conflicts with any term or condition of the Ground Lease as between Trustor and Beneficiary, the terms of this Deed of Trust shall control. (xiii) Trustor shall not subordinate the Ground Lease or any of Its leasehold estate thereunder to any deed of trust or other encumbrance of, or lien on, any Interest in the real property subject to the Ground Lease, without the prior written consent of Beneficiary. Any such subordination without such consent shall, at Beneficiary's option, be void- (xiv) Trustor shall exercise any option or right to renew or extend the term of the Ground Lease at least six (6) months prior to the date of termination (or If later, then the earliest date for such exercise provided in the Ground Lease) of any such option, or right, shall give immediate written notice thereof to Beneficiary, and shall execute, deliver and record any documents requested by Beneficiary to evidence the lien of this Deed of Trust on such extended or renewed lease term. If Trustor fails to exercise any such option or right as required herein, Beneficiary may exercise the option or right as Trustor's agent and attorney -in -fad pursuant to this Deed of Trust, or in Beneficiary's own name or in the name of and on behalf of a nominee of 52nd Drive ApartWnW Construction Intl Permanent Leasehold Deed of TNsh -19- LEGAL_lrs ws T7e93617.3 Beneficiary, as Beneficiary chooses in Its absolute discretion. Such appointment is deemed coupled with an interest. (xv) Without limiting the provisions of this Deed of Trust, Trustor hereby specifically assigns to Beneficiary, as security for the Secured Obligations, all of Trustoes Interest in prepaid rents and security deposits and all other security which the Ground Lessor under the Ground Lease holds for the performance of Trustor's obligations thereunder. (xvi) [Intentionally deleted]. (xvll) Trustor shall notify Beneficiary promptly in writing of any request by either party to arty Ground Lease for arbitration, appraisal or other proceedings relating to the Ground Lease and of the institution of any such proceeding, and shall promptly delver to Beneficiary a copy of all determinations In any such proceeding. Beneficiary shell have the right, but not the obligation, following written notice to Trustor, to participate in any such proceeding in association with Trustor or on its own behalf as an interested party. Trustor shall notify Beneficiary promptly in writing of the Institution of any legal proceeding Involving obligations under the Ground Lease, and Beneficiary may intervene in any such legal proceeding and be made a party, at its option. Trustor shall promptly provide Beneficiary with a copy of any decision rendered in connection with any such proceeding. (xviii) To the extent not expressly prohibited by law, the prim payable by Trustor or any other party in the exercise of the right of redemption, if any, from any sale under, or decree of foreclosure of, this Deed of Trust shall include all rents and other amounts paid and other sums advanced by Beneficiary on behalf of Trustor as the ground lessee under the Ground Lease (xlx) In addition to all other Events of Default described in this Deed of Trust, the occurrence of any of the following shall be an Event of Default hereunder: t A breach or default by Trustor under any Lease (subject to any applicable notice and cure periods contained In any other Loan Document andlor such Lease): or ii. The occurrence of any event or circumstance which gives the Ground Lessor under any Lease a right to terminate such Lease. (xx) As used In this Deed of Trust, the 'Bankruptcy Code' shall mean 11 U.S.C. §§ 101 eej Mg., as modified and/or recodified from time to time. Notwithstanding anything to the contrary contained herein with respect to the Ground Lease: i. Trustor shall not treat the Ground Lease as terminated by any election made under Section 365(h) of the Bankruptcy Code of 1976 or under any similar law or right of any nature, and hereby assigns to Beneficiary any right to acquiesce in any such termination. ii. The lien of this Deed of Trust attaches to all of Trustor's rights under Subsection 365(h) of the Bankruptcy Code, including without limitation any and all elections to be made thereunder, any and all rights under the Ground Lease which Trustor is entitled to retain pursuant to 11 U.S.C. § 365(h)(1)(ANii) In the event of a rejection under the Bankruptcy Code of such Lease by the Ground Lessor thereunder (or any trustee thereof), and any and all rights of offset under or as described in 11 U.S.C. § 365(h)(1)(0). Ili. Trustor acknowledges and agrees that, as the beneficiary under this Deed of Trust and by operation of 11 U.S.C. § 365(h)(1)(D), Beneficiary has, and 62nd Drive Apartiriana Construction and Ponnanent Leasehold Deed of Trust -2d- LEGAL_US W A 77993017.3 until this Deed of Trust has been fully reconveyed continuously shall have, whether before or after any default under any of the Secured Obligations or the taking of any action to enforce any of Benefioiary's rights and remedies under this Deed of Trust or any foreclosure sale hereunder, the complete, unfettered and exclusive right, in its sole and absolute discretion, to elect (the "365(h) Election") whether @ the Ground Lease that has been rejected under the Bankruptcy Code by the Ground Lessor thereunder (or any trustee therefor) shall be treated as terminated under 11 U.S.C. § 365(h)(1)(A)(1), or (ii) the rights under such Ground Lease that are in or appurtenant to the real property, as described in 11 U.S.C. § 365(h)(1)(A)(ii), should be retained pursuant to that subsection. To the extent that, notwithstanding the preceding sentence and 11 U,S.C. § 365(h)(1)(D), Trustor now or at any time In the future has any right to make, or to participate In or otherwise in any manner affect the making of, the 365(h) Election with respect to the Ground Lease, Trustor hereby absolutely assigns and conveys to Beneficiary any and all such rights, and all of Trustor's right, title, and interest therein, which may be used and exercised by Beneficiary completely, exclusively, and without any restrkllon whatsoever, in Beneficiary's sole and absolute discretion, whether before or after any default upon any of the Secured Obligations, the taking of any action 10 enforce any of Beneficiary's rights and remedies under this Deed of Trust, or any foreclosure sale hereunder. Trustor hereby unconditionally and irrevocably appoints Beneficiary as its attorney -in -fact to exercise Trustor's right, if any, to make, or participate in or otherwise in any matter affect the making of, the 365(h) Election with respect to the Ground Lease. Such appointment shall be deemed coupled with an interest Trustor shall not in any manner Impede or interfere with any action taken by Beneficiary and, at the request of Beneficiary, Trustor shall take w join in the taking of any action to make, or participate in or otherwise in any manner affect the making of, the 365(h) Election with respect to the Ground Lease, in such manner as Beneficiary determines In its sole and absolute discretion. Unless and until Instructed to do so by Beneficiary (as determined by Beneficiary In Its sole and absolute discretion), Trustor shall not take any action to make, or participate in or otherwise in any manner affect the making of, the 365(h) Election with respect to the Ground Lease, Including in particular, but without limitation, any election to treat the Ground Lease as terminated. Beneficiary shall have no obligation whatsoever to Trustor or any other person or entity in connection with the making of the 365(h) Election with respect to the Ground Lease or any Instruction by Beneficiary to Trustor given, withheld or delayed in respect thereof, nor shall Beneficiary have any liability to Trustor or any other person or entity arising from any of the same. iv. As security for the Secured Obligations, Trustor hereby irrevocably assigns to Beneficiary all of Trustor's rights to damages arising from any rejection by the Ground Lessor (or any trustee thereof) of the Ground Lease under the Bankruptcy Code. Beneficiary and Trustor shall proceed Jointly or in the name of Trustor in respect of any claim or proceeding relating to the rejection of the Ground Lease, including without limitation the right to file and prosecute any proofs of claim, complaints, motions and other documents In any case in respect of such Ground Lessor under the Bankruptcy Code. This assignment shall continue in effect until all of the Secured Obligations have been satisfied in fug, Any amounts received by Beneficiary or Trustor as damages arising from the rejection of the Ground Lease as aforesaid shall be applied first to all costs reasonably incurred by Beneficiary (Including attorneys' fees) In connection with this subsection (iv) and then in accordance with other applicable provisions of this Deed of Trust. V. If, pursuant 10 the Bankruptcy Code, Trustor seeks to offset against the rent reserved in the Ground Lease the amount of any damages caused by the nonperformance of the Ground Lessor's obligations after the rejection by the Ground Lessor (or any trustee thereoQ of such Ground Lease, Tmslor shall, prior to effecting such offset, notify Beneficiary in writing of its intent to do so, setting forth the amounts proposed to be offset and, in the event that Beneficiary objects, Trustor shall not effect any offset of the amounts to which Beneficiary objects. If Beneficiary falls to object within ten (10) days following receipt of such notice, Trustor may offset the amounts set forth in Trustor's notice. A If any legal proceeding Is commenced with respect to the Ground Lease in connection with any case under the Bankruptcy Code, Beneficiary and Trustor shag cooperatively conduct any such proceeding with counsel reasonably agreed upon between 52nd Lkive Apartment, construction and Pormanont Leasehold Dead of Twat -21- LEGAL_WLW R 77903817.3 0 Trustor and Beneficiary. Trustor shall, upon demand, pay to Beneficiary all costs (including attorneys' fees) reasonably incurred by Beneficiary in connection with any such proceeding. vil. Tmstor shall Immediately notify Beneficiary orally upon learning of any filing by or against the Ground Lessor under the Ground Lease of a petition under the Bankruptcy Code. Trustor shall thereafter promptly give written notice of such filing to Beneficiary, setting forth any information available to Trustor with respect to the date of such filing, the court in which such petition was filed, and the relief sought therein. Tmstor shall promptly deliver to Beneficiary all notices, pleadings and other documents received by Trustor in connection with any such proceeding. The generality of the provisions of this secton relating to Ground Lease shall not be limited by other provisions of this Deed of Trust setting forth particular obligations of Trustor which are also required by Trustor as the lessee under the Ground Lease. a. Acceleratina Ttatrsfers. Default and Rem 6.1 Acceleralfna Transfars. (a) 'Accelerating Transfer' means any sale, contract to sell, conveyance, encumbrance, pledge, mortgage, lease not expressly permitted under this Deed of Trust or the Loan Agreement, or other transfer of at or any material part of the Property or any Interest In It, whether voluntary, involuntary, by operation of law, or otherwise. If Tmstor is a corporation, `Accelerating Transfer" also means any transfer or transfers of shares possessing, in the aggregate, more than fifty percent (50%) of the voting power or more than fifty percent (50%) of the direct or indirect beneficial ownership of Trustor. t Trustor is a partnership, 'Accelerating Transfer' also means withdrawal or removal of any partner, dissolution of the partnership under applicable law, or any transfer or transfers of, in the aggregate, more than fifty percent (60%) of the partnership Interests. If Trustor Is a limited liability company, 'Accelaraling Transfer' also means withdrawal or removal of any member, termination of the limited liability company, or any transfer or transfers of, in the aggregate, more than fifty percent (50%) of the voting power or, in the aggregate, more than fifty percent (60%) of the ownership Interests in Trustor. (b) TrUStOr acknowledges that Beneficiary is making one or more advances under the Loan Agreement in reliance on the expertise, skill, and experience of Trustor, thus, the Secured Obligations include material elements similar in nature to a personal service contract. In consideration of Beneficiary's reliance, Trustor agrees that Trustor shall not make any Accelerating Transfer, other than a transfer allowed pursuant to the express terms of the Loan Documents, unless the transfer Is preceded by Beneficiary's express written consent to the particular transaction and transferee. Beneficiary may withhold such consent in its sole and absolute discretion. If any Accelerating Transfer occurs, an Event of Default will occur under the Loan Agreement, antl Beneficiary may Implement avallable rights and remedies under the Loan Agreement and the other Loan Documents including declaration of all of the Secured Obligations to be immediately due and payable, and Beneficiary and Trustee may invoke any rights and remedies under this Deed of Trust, Trustor acknowledges the materiality of the provisions of this Section as a covenant of Trustor, given individual weight and consideration by Beneficiary in entering into the Secured Obligations, and that any Accelerating Transfer in violation of the prohibited transfer provisions herein set forth shall result in a material impairment of Beneficiary's interest in the Property and be deemed a breach of the foregoing covenant. (c) Notwithstanding the foregoing, Beneficiary acknowledges and agrees that any transfer specifically allowed or permitted by, and made in accordance with, the terms of Section 8.5 of the Loan Agreement, if any, shall not be an Accelerating Transfer under this Section. 6.2 Events of Default. Trustor will be in default under this Deed of Trust upon the occurrence of any one or more of the following events (some or all collectively, "Events of Defaull;' any One singly, an 'Event of oefaulr): 52nd Drive Apartments construction and PemnMI'd Leasehold Deed of Trust d2_ LEGAI_US W077003817.3 714 (a) Trustor fails to perform any obligation to pay money which arises under this Deed of Trust, and does not cure that failure within ten (10) days after written notice from Benefcary or Trustee; or (b) Trustor fails to perform any obligation arising under this Deed of Trust other than one to pay money, and does not cure that failure either within thirty (30) days (the "Initial Cure Period') after written notice from Beneficiary or Trustee, or within sixty (60) days after such wrtten notice, so long as Trustor begins within the Initial Cure Period, and Beneficiary, exercising reasonable judgment, determines that the cure cannot reasonably be completed at or before expiration of the Initial Cure Period; or (c) A default or Event of Default (as such term is defined In the applicable document, subject to any applicable notice and cure periods) has occurred under the Loan Agreement or any other Loan Document or any document evidencing any Secured Obligation; or (d) Trustor makes or permits the occurrence of on Accelerating Transfer; or (a) Any default occurs under any other mortgage, deed of trust, security deed, or other security instrument (as such term is defined In the applicable document, subject to any applicable notice and cure periods) on all or any part of the Property, or under any obligation secured by such security instrument whether such security instrument is prior to or subordinate to this Deed of Trust; or (f) Trustor shall be in default under the Ground Lease after the expiration of all applicable notice and cure periods set forth therein.. 6.3 Remedies. Except as otherwise expressly set forth in the Loan Agreement or any other Loan Document, at any time after an Event of Default Beneficiary and Trustee shall be entitled to Invoke any and all of the rights and remedies described below or permitted by applicable law or in equity. All of such rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. (a) Acceleration. Beneficiary may declare any or all of the Secured Obligations to be due and payable Immediately and mayterminste, any Loan Document In accordance with its terns. (b) Receiver. Benefidary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. Trustor hereby consents to such appointment. (c) fjju. Beneficiary, in person, by agent or by court -appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and in its own name or in the name of Trustor sue for or otherwise collect any and all Rents, including those that are past due, and may also do any and all other things in connection with those actions that Beneficiary may in its sole and absolute discretion consider necessary and appropriate to protect the security of this Deed of Trust Such other things may include taking and possessing all of Trustor s or the then owner's Books and Records; entering into, enforcing, modifying, or canceling leases on such terms and conditions as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents (but not in excess of any applicable maximum low income rends for residential tenants); collecting and receiving any payment of money owing to Trustor, completing any unfinished construction; contracting for and making repairs and alterations; andlor performing such acts of cultivation or irrigation as necessary to conserve the value of the Property. If Benefcary so requests, Trustor shell assemble all of the Property that has been removed from the Land and make all of it available to Beneficiary at the site of the Land. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trusldre attomey-in-fact with full power of substitution, to perform such acts and execute such documents as Beneficiary in its sole and absolute discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor's name on any Instruments. The appointment granted in this Section shall be deemed to be a power coupled with an Interest. Regardless of any provision of this Deed of Trust, or any 52nd Dm Aparknenls Construddan and Permanent Leasehald Deed of'rrust _23. LEGAL Ua W l77M817.3 other Loan Document, Beneficiary shall not be considered to have accepted any property other than cash or immediately available funds in satisfaction of any obligation of Trustor to Beneficiary, unless Benefiotery has given express wdlten notice of Beneficiary's election of that remedy In accordance with applicable law. Trustor agrees to deliver to Beneficiary all Books and Records pertaining to the Property, including computer -readable memory and any computer hardware or software necessary to access or process such memory, as may reasonably be requested by Beneficiary In order to enable Beneficiary to exercise Its rights under this Section. (d) Cure: Protection of Security. Either Beneficiary or Trustee may cure any breach or default of Trustor, and if it chooses to do so in connection with any such cure. Beneficiary or Trustee may also enter the Property and/or do any and all other things that lt may, In Its sole and absolute discretion, consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in andlor defending any action or proceeding that purports to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing. contesting or compromising any encumbrance, charge, lien or claim of lien, which In Beneficiary's or Trustee's sole Judgment is or may be senior in priority, to this Deed of Trust; obtaining insurance and/or paying any premiums or charges for insurance required to be carried under the Loan Documents; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section either with or without giving notice to any person. (e) Cure Rights of Limited Panner. Trustor's limited partner(s) (collectively, "Limited Partner) shall have the right but not the obligation tg cure any Event of Default of Trustor under the Loan Documents, and Beneficiary agrees to accept any cure tendered by Limited Partner on behalf of Truetor within the cure periods described in this Section 6. In addition to any notice required to be given by Beneficiary to Trustor, Beneficiary shall give concurrent written notice of any Event of Defaull under the Loan Documents to Limited Partner. The notice shall specify: (1) the nature of the event or deficiency giving rise to the Event of Default. (II) the action required to cure the event or deficiency, If an action to cure is possible and can be ascertained, and (lit) a date by which such action to cure must be taken, if applicable, which date shall in no event be less than thirty (30) calendar days from the mailing of the notice for monetary defaults or sixty (60) calendar days from the mailing of the notice for non -monetary defaults. If the cure of a non -monetary default requires more than sixty (60) days, Beneficiary may, In Its reasonable discretion, extend the time within which the Event of Default must be cured, provided Limited Partner promptly commences to cure the Event of Default and thereafter diligently pursues or prosecutes such cure to completion, or diligently pursues the removal and replacement of the general partner of Trustor. In the event Beneficiary fails to provide notice of an Event of Default to Limited Partner as set forth herein, Beneficiary's failure to provide such notice to Limited Partner shall not result in liability to Beneficiary, but Beneficiary shall grant Limited Partner thirty (30) calendar days from receipt of actual notice of a monetary default or sixty (60) days from receipt of actual notice of a non -monetary default to pay any and all sums or perform any and all acts necessary to cure such Events of Default, provided Limited Partner has recorded a request for notice of default and has taken any and all other steps necessary to mtlgate its damages in the evert of a default by Trustor. Notwithstanding the foregoing, in no event shall Limited Partner's right to cure an Event of Default extend beyond five (5) calendar days prior to Beneficiary's foreclosure of its interest in the Property. (f) UCC Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the UCC. (g) Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for the foreclosure of deeds of trusts or mortgages on reel property andlor to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust. If Beneficiary brings such an action, Trustor agrees to pay Beneficiary's reasonable attorneys' fees (including the allocated costs of in-house counsel to the extent not prohibited by applicable law) and court costs as determined by the court. 52nd Nve Apartments Constructlan and Pennanenh Leasehold need of Trust -zit LEGAL JG�_W h7 77993817 3 0 (h) Power of Sale. Under the power of sale hereby granted, Beneficiary shall have the discretionary right to cause some or at of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of In any combination and in any manner permitted by applicable law. (1) Sales of Personal Property. (A) For purposes of this power of sale, and to the extent not prohibited by applicable law, Beneficiary may elect to treat as personal property any Property which is Intangible or which can be severed from the Land or Improvements without causing structural damage. If it chooses to do so, Beneficiary may dispose of any personal property separately from the sale of real property, in any manner permitted by the UCC, including any public or private sale, or In any manner permitted by any otter applicable law. Any proceeds of any such disposlton shall not cure any Event of Default or reinstate any Secured Obligation. (B) In connection with any sale or other disposition of such personal property disposed of separately from the gate of the real property, Trustor agrees that the following procedures censfitute a commercially reasonable sale. Beneficiary shall mail written notice of the sale to Trustor not bier than ten (10) days prior to the date of public sale of the Property or prior to the date after which a private sale of the Property will be made, and such notice shall constitute reasonable notice; provided that, if Beneficiary falls to comply with this subsection in any respect, its liability for such failure shall be limited to the liability, t any. Imposed on it as a matter of law under the UCC. Upon receipt of any written request, Beneficiary will make the personal property available to any bona fide prospective purchaser for inspection during reasonable business hours. Notwithstanding, Beneficiary shall be under no obllgaton to consummate a sale If, in its judgment, none of the offers received by it equal the fair value of the personal property offered for sale. The foregoing procedures do not constitute the only procedures that may be commercially reasonable (ii) TrMto is Uss of Real Prooedy or Mixed Collateral. (A) Beneficiary may choose to dispose of some or all of the Property which consists solely of real property In any manner then permitted by applicable law. In its sole and absolute discretion, and to the extent not prohibited by applicable law, Beneficiary may also or alternatively choose to dispose of some or all of the Property, In any combination consisting of both real and personal property. together In one sale to be held in accordance with the low and procedures applicable to real property, as may be permitted by the UCC. Trustor agrees that such a sale of personal property together with real property constitutes a commercially reasonable sale of the personal property. For purposes of this power of sale, either a sale of real property alone, or a sale of both real and personal property together in accordance with the UCC. will sometimes be referred to as a'Trustee's Sale." (B) Before any Trustees Sale, Beneficiary or Trustee shall give such statement of breach or nonperformance, notice of sale, and/or notice of default as may then be required by applicable law. When all time periods then legally mandated have expired, and after such notice of sale and/or other notice as may than be legally required has been given, Trustee shall sell the properly being sold at a public auction to be hold at the time and place specified In the notice of sale. Nether Trustee nor Beneficary shall have any obligation to make demand an Trustor before any Trustee's Sale. From tine to time in accordance with then applicable law, Trustee may, and in any event at Beneficiary's request shall, postpone any Trustee's Sale by public announcement at the 52nd Drive Aperlmema C ,nsauatlon and Pemanem Leasehold Deed of Trust -25- LEGAL-US_w a 77e03817.5 time and place noticed for that Trustee's Sale, unless otherwise required by applicable law. (C) At any Trustee's Sale, Trustee shall sell to the highest bidder at public auction for cash in lawful money of the United States, payable at the time of sale unless otherwise required by applicable law. Trustee shall execute and deliver to the purchaser(s) a deed or deeds conveying the property being sold without any covenant or warranty whatsoever, express or implied. The recitals in any such deed of any matters or facts, including any facts bearing upon the regularity or validity of any Trustee's Sale, shall be conclusive proof of their truthfulness, absent manifest error. Absent manifest error, any such deed shall be (1) conclusive against all persons as to the facts recited in it; and (2) conclusive evidence In favor of purchasers and encumbrancers for value and without actual notice, that all requirements of this Deed of Trust and all requirements of law were met relating to the exercise of the power of sale and the Trustee's Sale of the Property conveyed by such deed. Knowledge of the Trustee shall not be Imputed to the Beneficiary. - (I) Attorney -in -Fact. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attomey-to-fact, with full power of substitution, to perform such acts and execute such documents as Beneficiary in Its sole and absolute discretion may consider to be appropriate (1) to effect the purpose of this Deed of Trust; and (2) in connedion with taking the measures described in this Section, including endorsement of Trustor's name on any instruments. This appointment granted in this Section shall be deemed to be a power coupled with an interest, and is therefore irrevocable. Q) Single or Multiple Foreclosure Sales. Unless prohibited by applicable law, Beneficiary may elect to dispose of the Property, or any portion thereof, including but not timiled to Iota, parcels, and/or items through a single consolidated sale or disposition to he held or made under the power of sale granted above, or In connection with judicial proceedings, or by virtue of a Judgment and decree of foreclosure and sale; or through two or more such sales or dispositions; or in any other manner Beneficiary may deem to be In Its best Interests (any such sale or disposition, a "Foreclosure Sale;' any two or more, 'Foreclosure Sales") If the Properly consists of more than one lot, parcel or Item of property, Beneficiary may designate the order in which the lots, parcels and/or items shall be sold of disposed of or offered for sale or disposition. If Beneficiary chooses to have more than one Foreclosure Sale, Beneficiary at its option may cause the Foreclosure Sales to be held simultaneously or successively, on the same day, or on such different days and at such different times and in such order as Beneficiary may deem to be in Its best Interests. No Foreclosure Sale shall terminate or affect the lien of this Deed of Trust on any part of the Property which has not been sold, until all of the Seoul ad Obligations have been paid and performed in full. 6.4 Personal Property. It shall not be necessary that Beneficiary take possession of all or any part of the Property that is personal property or fixture property prior to the time that any sale pursuant to the provisions of this Section is conducted, and it shall not be necessary that such Property or any pan thereof be present at the location of such sale. With respect to application of proceeds from disposition of such Property, the costs and expenses incident to disposition shall include the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' Tess and legal expenses (Including, without limitation, the allocated costs for in-house counsel to the extent not prohibited by applicable taw) Incurred by Beneficiary. Any and all statements of fact or other recitals made In any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Secured Obligations or as to the occurrence of any default or Event of Default. or as to Beneficiary having declared all of such indebtedness to be due and payable, or as to notice of time, place, and terms of sale, and of the properties to be sold having been duly given, or as to any other ad or thing having been duly done by Beneficiary, shall be taken as prima fade evidence of the truth of the facts so stated and recited (absent manifest error). Beneficiary may appoint or delegate arty one or more persons as agent to perform any act or acts necessary or Incldent to any sale held by Benefdary, including the sending of notices and the conduct of the sale, but in the name and on behalf of 52nd Drive Apanirwh Conatrundan and Pennanant Leasehold Dead ofTwat _2F_ LEGA1.Us Wa 77993e17.3 I�A Beneficiary. Beneficiary may comply with any applicable state or federal law or regulatory requirements in connection with a disposition of the Property or any part thereof, and such compliance will not be considered to affect adversely the commercial reasonableness of any sale of such Properly. Beneficiary may sell all or any portion of the Property without giving any warranties as to such Properly, and may specifically disclaim any war ants$ of tide, merchantability, fitness for a specific purpose, or the like, and this procedure will not be considered to affect adversely the commercial reasonableness of any sale of such Property. Trustor acknowledges that a private sale of all or any part of the Property may result in lees proceeds than a public sale, and Trustor acknowledges that the Property may be sold at a loss to Trustor, and that, in such event, Beneficiary shall have no liability or responsibility to Trustor for such loss. In addition to the fights granted elsewhere In this Deed of Trust, after the occurrence of any default or Event of Default Beneficiary may at any time notify the account debtors or obligors or any accounts, chattel paper (whether tangible or electronic), general intangibles (ncluding payment intangibles), negotiable instruments, promissory holes, or other evidences of Indebtedness included in the Property to pay Beneficiary directly. 6.5 Credo Bids. At any Trustee's Sate, Foreclosure Sale, or any sale of personal property collateral under this Deed of Trust, any person, Including Trustor, Trustee or Beneficiary, may bid for and acquire the Property being sold or any part of it to the extent not expressly prohibited by then applicable law. Instead of paying cash for such property, Beneficiary shall have the benefit of any applicable law permitting credit bids. 6.6 Application of Trustee's Sale or Foreclosure Sate. Proceeds. Excapt as may be otherwise required by law, Beneficiary and Trustee shall apply the proceeds of any Trustee's Sale, Foreclosure Sale, or any other sale of personal property collateral under this Deed of Trust, in the following manner: (a) First, to pay the portion of the Secured Obligations attributable to the expenses of sale, including all costs and expenses of exercising the power of sale and other costs of sale, including, but not limited to, trustee's fees and reasonable attorneys' fees, the costs of any action, and any other sums for which Trustor Is obligated to reimburse Beneficiary or Trustee under this Deed of Tmeh and (b) Second, to pay the portion of the Secured Obligations attributable to any sums expended or advanced by Beneficiary or Trustee under the terms of this Deed of Trust which then remain unpaid; and (c) Third, to pay all other Secured Obligations, to the extent not expressly prohibited by applicable law, in any order and proportions as Beneficiary in its sole and absolute discretion may choose; and (d) Fourth, to remit the remainder, d any, to the person or persons entitled to It, or, If permitted or required by applicable law, to the dark of the court of the county in which the Trustee's Sale, Foreclosure Sale, or any other sale of personal property collateral under this Deed of Trust, took place. If the Secured Obligations include more than one loan or line of credit, by cross•collaterellzation or otherwise, it is specifically agreed that the proceeds of any Trustee's Sale or other foreclosure action shall not be applied pro-rata unless such application is directed by Beneficiary, but instead shall be applied to all such Secured Obligations In any order, proportions and manner as Beneficiary In Its sole and absolute discretion may choose. 6.7 Application of Rents and Other Sums. Beneficiary shall apply any and at Rents collected by It in such order as set forth In Section 2.6 above, and any and all other sums, other then proceeds of a Trustee's Sale or a judicial foreclosure sale under this Deed of Trust, which Beneficiary may receive or collect under this Section, in the following manner: 52nd Drive Apartments Consduapn and Pemlanenl rLeeaehold Deed of Tlurt -27_ LEOA1,_t15L.W 0 77993e17.3 1-1 (a) First, to pay the portion of the Secured obligations attributable to the costs and expenses of operation of the Property and collection of Rants and other sums that may be incurred by Trustee, Beneficiary, and/or any receiver, including but not limited to reasonable attorneys' fees and any and all expenses of leasing, operating, maintaining, and managing the Property, and all other costs and charges incident to the Property; and (b) Second, to pay all other Secured Obligations in any order and proportions as Beneficiary In its sole and absolute discretion may choose; and (c) Third, to remit the remainder, it any, to the person or persons entitled to it. Beneficiary shall have no liability for any funds which it does not actually receive. 7. Miscellaneous Provisions. 7.1 Additional Provisions. The Loan Documents fully stale all of the terms and conditions of the parties' agreement regarding the matters mentioned in or incidental to this Deed of Trust. The Loan Documents also grant further rights to Beneficiary and certain of them contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and to the Property. 7.2 No Waiver or Cure. (a) Each waiver by Beneficiary or Trustee shall be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Tmstor. Consent by Beneficiary or Trustee to any act or omission by Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary's or Trustee's consent to be obtained In any future or other instance. Reinstatement after an Event of Default shall not constitute a waiver of any Event of Default then existing or subsequently occurring, nor impair the right of Beneficiary to declare other Events of Default, nor otherwise affect this Deed of Trust or any of the Loan Documents, or any of the rights, obligations, or remedies of Beneficiary or Trustee under this Deed of Trust or any of the Loan Documents. (b) If any of the events described below occurs, that event alone shall not: cure or waive any breach, Event of Default, or notice of default under this Deed of Trust or Invalidate any act performed pursuant to any such default or notice; or nullify the effect of any notice of default or sale (unless all Secured Obligations then due have been paid and performed and all other defaults under the Loan Documents have been cured); or impair the security of this Deed of Trust; or prejudice Beneficiary. Trustee, or any receiver in the exercise or any right or remedy afforded any of them under this Deed of Trust; or be construed as an affirmation by Beneficiary of any tenancy. lease or option, or a subordination of the lien of this Deed of Trust- 0 Beneficiary, he agent, or a receiver takes possession of all or any part of the Property In the manner provided this Deed of Trust; or (ii) Beneficiary collects and applies Rents and enforces any Lease provision as permitted under this Dead of Trust, either with or without taking possession of all or any part of the Property; or (ill) Beneficiary receives and applies to any Secured Obligation any proceeds of any Property, Including any proceeds of insurance policies, condemnation awards, surety bond proceeds, or other claims, property or rights assigned to Beneficiary under this Deed Of Trust; or (Iv) Beneficiary makes a site visk, observes the Property, andlor conducts tests as permitted under this Deed of Trust; or 52nd Drive Apartments Construction and Permanent Leasehold Deed ol`rmsl -2s- LEGAL_US W077ea39173 30 (v) Beneficiary receives any sums under this Deed of Trust or any proceeds of arty collateral held for any of the Secured Obligations, and applies them to one or more Secured Obligations, or NO Beneficiary, Trustee, any agent of either of them, or any receiver performs any act which it Is empowered or authorized to perform, or invokes any right or remedy provided under this Deed of Trust. 7.3 Powers of Beneficiary and Trustee. (a) Trustee shall have no obligation to perform any act which h is empowered to perform under this Deed of Trust unless It Is requested to do so In writing and is reasonably indemnified against loss, cost, liability and expense. (b) If either Beneficiary or Trustee performs any act which it is empowered or authorized to perform under this Deed of Trust, that act alone shall not release or change the personal liability of any person for the payment and performance of the Secured Obligations then outstanding or the lien of this Deed of Trust on all or the remainder of the Property for full payment and performance of all outstanding Secured Obligations. The liability of the original Trusror shall not be released or changed if Beneficiary grants any successor in interest to Trustor any extension of time for payment, or modification of the terms of payment, of any Secured Obligation. Beneficiary shall not be required to comply with any demand by the original Trustor that Beneficiary refuse to grant such an extenslon or modification to, or commence proceedings against, any such successor in interest. (c) Beneficiary may take any of the actions permitted under this Deed of Trust. Including without limitation appointment of a receiver, regardless of the adequacy of the security for the Secured. Obligations, or whether any or all of the Secured Obligations have been declared to be immediately due and payable, or whether notice of default and election to sell has been given under this Deed of Trust. (d) From time to time, Beneficiary or Trustee may apply to any court of competent jurisdiction for aid and direction in executing the trust and enforcing the rights and remedies created under this Deed of Trust. Beneficiary or Trustee may from time to time obtain orders or decrees directing, confirming, or approving acts in executing this trust and enforcing such rights and remedies. 7.4 Meroar. No merger shall occur as a result of Beneficiary's acquiring any other estate in or any other lien on the Property unless Beneficiary consents to a merger in writing. If both the lessor's and lessee's estate under any lease or any portion thereof which constitutes a part of the Property, including but not limited to the Ground Lease, shall at any time become vested In one owner, this Deed of Trust and the lien created hereby shah not be destroyed or terminated by application of the doctrine of merger unless Beneficiary so elects as evidenced by recording a written declaration executed by Beneficiary so stating, and, unless and until Beneficiary so elects, Beneficiary shall continue to have and enjoy all of the rights and privileges of Beneficiary as to the separate estates. In addition, upon the foreclosure of the lien created by this Deed of Trust on the Property pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any portion of the Property, including but not limited to the Ground Lease, 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 foreclosure unless Benefielary or any purchaser at such foreclosure sale shall so elect. No act by or on behalf of Beneficiary or any such purchaser shall constitute a termination of any lease or sublease unless Beneficiary or such purchaser shall give written notice thereof to such tenant or subtenant. 7.6 Joint and Several Liability. If more than one person has executed this Deed of Trust as Trustor, each shall be jointly and severally liable for the falthful performance of all of Trustor's obligations under this Deed of Trust 52nd Dave Aparbnenh Consbudlon and Pemra ont Leasehold Deed of Trust -29- LEGAyUS W677993817.3 �f 7.6 Govemina Law: Waiver of Jury Trial. This Deed of Trust shall he governed by the laws of the State of California, without regard to the choice of law rules of that state. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, TRUSTOR KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY OR OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS DEED OF TRUST OR ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DISCUSSIONS, DEALINGS, OR ACTIONS (WHETHER ORAL OR WRITTEN) WITH RESPECT THERETO, WHETHER NOW EXISTING OR HEREINAFTER ARISING, AT LAW OR IN EQUITY. TRUSTOR HEREBY CONSENTS AND AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY A TRIAL COURT WITHOUT A JURY. TRUSTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR BENEFICIARY MAKING THE LOAN. TRUSTOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS DEED OF TRUST AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. 7.7 Successors In Interest. The terms, covenants, and conditions of this Deed of Trust shall be binding upon and Inure to the benefit of the heirs, and permitted successors, and assigns of the parties; providedhowaver, that this Section shall not waive or modify the provisions of Section 6.1 above. 7.8 Statute of Limitations. To the extent not expressly prohibited by law, Trustor hereby waives the right to plead the statute of limitations as a defense to any and all obligations secured by this Deed of Trust. 7.9 Substitution of Trustee. From time to time, Beneficiary may substitute a successor to any Trustee named In or acting under this Deed of Trust in any manner now or later to be provided at law, or by a written instrument executed and acknowledged by Beneficiary and recorded In the of6oe(s) of the recorder(s) of the county or counties where the Land and the Improvements are situated. Any such Instrument shall be conclusive proof of the proper substitution of the successor Trustee, who shall automatically upon recordation of the Instrument succeed to all estate, title, rights, powers and duties of the predecessor Trustee, without conveyance from it. 7.16 Time of Essence. Time Is of the essence of this Deed of Trust and each and every term hereof. 7.11 IntenWetation. (a) Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gentler will include any other gender. The captions of the sections of this Deed of Trust are for convenience only and do not define or limit any terms or provisions. The word'include(s)' means °rnclude(s), without limitation,' and the word 'including' means 'including, bul not limited to.' (b) The word 'obligations' Is used In Its broadest and most comprehensive sense, and includes all primary, secondary, direct, indirect, fixed, and contingent obligations. It further includes all principal, interest, prepayment fees, late charges, loan fees, and any other fees and charges accruing or assessed at any time, as well as all obligations to perform acts or satisfy conditions. 62nd Dnw Apartments Cunslrudon and Permanent L,easuhdd Deed or Trust -3D- LEGAL US W 9 779e3817.3 3v (c) No listing of specific instances, items, or matters in any way limits the scope or generality of any language of this Deed of Trust. The Exhibitsto this Deed of Trust are hereby incorporated by reference in this Deed of Trust. (d) No course of prior dealing, usage of trade, or pard or extrinsic evidence of any nature shall be used to supplement, modify, or vary any of the terms hereof. 7.12 Attorneys Fees: In+louse Counsel Fees. In any lawsuit, reference, or arbitration arising out of or relating to this Deed of Trust the prevailing party will be entitled to recover from each other party Such sums as the court, referee, or arbitrator adjudges to be reasonable attorneys' fees In the action. reference, or arbitration, in addition to costs and expenses otherwise allowed by law. Whenever Trustor Is obligated to pay or reimburse Beneficiary or Trustee for any attorneys' fees, those fees shaft include the allocated costs for services of in-house counsel to the extent not prohibited by applicable law. 7.13 Waiver of Marshaling. Trustor waives all rights, legal and equitable, R may now or hereafter have to require marshaling of assets or to direct the order In which any of the Property will be sold in the event of any sale under this Deed of Trust. Each successor and assign of Trustor. Including any holder of a lien subordinate to this Deed of Trust, by acceptance of its interest or lien agrees that it shall be bound by the above waiver, as if it had given the waiver Itself. 7.14 Severablllty, If any provision of this Deed of Trust should be held unenforceable or void, that provision shall be deemed severable from the remaining provisions and shall in no way affect the validity of this Deed of Trust except that if such provision relates to he payment of any monetary sum, then Beneficiary may, at Its option, declare all Secured Obligations immediately due and payable. 7.15 Notices. Trustor hereby requests that a copy of any notice of default, notice of sale, and/or othernotices prescribed by applicable law, be mailed to it at the address set forth below. If any Truslor fails to insert an address, that failure will constitute a designation of Trustor's last known address as the address of such notice. That address is also the mailing address of Trustor as debtor under the UCC. Beneficiary's address given below is the address for Beneficiary as secured parry under the UCC. 7.16 Partial Releases. Trustor may, regardless of consideration, cause the release of any part of the Property from the lien of this Deed of Trust without in any manner affecting or impairing the lien or priority of this Deed of Trust as to the remainder of Me Property. Notwithstanding anything contained herein to the contrary, this Deed of Trust Is subject to any partial release provisions set forth In the Loan Agreement 7.17 Reporting Compliance. Trustor agrees to comply with any and all reporting requirements applicable to Secured Obligations which are set forth in any law, statute, ordinance, rule, regulation, order, or determination of any governmental authority, and further agrees to furnish Beneficiary with evidence of such compliance upon the request of Beneficiary. 7.16 Release Fee. Unless expressly prohibited by applicable law, Trustor shall pay to Beneficiary, at the time of each partial or complete release of the lien of this Deed of Trust, a reasonable release fee, as determined by Beneficiary. 7.19 CCP Section 726.5. In the event that any portion of the Property is determined to be 'environmentally impaired' (as 'environmentally Impaired' is defined In California Code of Civil Procedure Section 725.5(e)(3)) or to be an 'affected parcel' (as'affected parcel' is defined in California Code of Civil Procedure Section 725.5(e)(1)), then, without otherwise limiting or in any way affecting Beneficiary's or Trustee's rights and remedies under this Dead of Trust, Beneficiary may elect to exercise Its right under California Code of Civil Procedure Section 725.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (i) the rights and remedies of an unsecured creditor, including reduction of Its claim against Trustor to judgment, and (II) any other rights and remedies permitted by law. For purposes of determining Beneficiary's right to proceed as an unsecured creditor 52nd nave Apartments conoturaun and Permananr Leasehold Deed of Treat -3l- LEGAI—Us We7709ae17.3 under California Code of Civil Procedure Section 726.5(a), Truster 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)(1), ff 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 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, atierneys'tees, incurred by Beneficiary In connection with any action commenced under this Section, 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 Beneficiary upon its demand made at any time following the conclusion of such action. (Remainder of page intentionally left blank. Seethe following pages for signatures and notary acknowledgment) .52nd nnve Apartmenra Consuuc8on and Permanent Leasehold Dead of Trusl LEGAL US W e 7TB93817.3 �7k IN WITNESS WHEREOF, Trustor has executed this Deed of Trust the date first above written "TRUSTOR" 52NO DRIVE APARTMENTS, L.P., Address of Trustor's chief executive office a California limited partnership for notices to Trustor: By: CHBA Affordable, III, c/o Meta Housing Corporation a California limited liability company, its 1640 S. Sepulveda Blvd., Suite425 Managing General Partner Los Angeles, CA 90011 Attention John Huskey By: Community Home Builders and Facsimile: (310) 575-3563 Associates, a California nonprofit public benefit corporation, with a copy to: its Sole Member CHBA Affordable, III By. 151 Kalmus Drive, Suite J-5 Gra m P. Espte�sta Mesa, CA 8262ti President Attentlon: Graham Espley-Jones Facsimile: (714) 50-4600 By: 52nd Drive Apartments LLC, a California limited Ilability company, its Administrative with a copy to: General Partner Bocarsly Emden Cowan Esmail & Amdl LLF By: 633 West Fifth Street, 70th Floor Kasey Burke Las Angeles, CA 90071 Vice President Attention, Lance Bocarsly, Esq. Facsimile: (213) 239-0410 Address for notloe to Trustee: Address for notices to Beneficiary: PRLAP, Inc. c/o Bank of America, N.A. Community Development Banking CAO.103-04-04 460 B Street Suite 450 San Diego, CA 92101 Attention: Loan Administration Manager 52nd Drive Aperhnwde Constwd ion and Parmanenl Luasehold Deed of Tmal LEGAL Da W4778a3817 Bank of America, N.A. Community Development Banking CAO-103-04-04 450 B Street, Suite 450 San Diego, CA 92101 Attention: Loan Administration Manager With a copy to: California Community Reinvestment Corporation 225 West Broadway, Suite 120 Glendale, CA 51204 Attention: Mary Kalser GENERAL ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF Of 2"e On ! l/AJC� �O lrf before me, 1-fanne. IrUQ-4eA a ota Public in and for said County and Stale, personally appeared, raluml , who proved to me on the basis of satisfactory evidence to be the person(lyl whose name(b() srare subscribed to the within instrument and acknowledged to me that helsheltpey executed the same in hislWeklheir authorized capacity(iee), and that by his/kerAheirsignature(e) on the Instrument the person(a), or the entity upon behalf of which the persons)racted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. LEANNE ""'0"", WITNESS my hand and official seal, commission r 1887730 Notary Pubic - CaGtarnta Signature: Orange County my Comm Es Iran Ma 12620f. a 520d Drive Apartments Consrmptlun and Pennsnenl Leasehold Deed of Trust CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF (allfomla )SS COUNTY OF Los Angeles ) Ale No: () APN No: On 3119/2014 before me, Steven Kosek , Notary Public, personally appeared Kasey Burke who proved to me on the basis of satisfactory evidence to be the personsj� whose name(- r re subscribed to the within instrument and acknowledged to me the/they executed the same ipFF115)yler(thelr authorized capaclty(les), and that by rfthelr signature(s) on the instrume a m rson(s), or the entity upoiiirt{7Ltfi alf of which the person(s) acted, executed the ument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and Correct. WITNESS my hand and ofWal seat. Signature �iiEYEN N maryPU M / 0811 18 Nepal Puhlk • OYBomp lot AnBNn OwMy Iii jug This area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill In the data below, doing so may prove Invaluable to persons rerying on the documents. Q INDIVIDUAL Q CORPORATE OFFICER(S) TITLE(S) ED PARTNER(S) ❑ LIMITED ❑ GENERAL 71 ATTORNEY -IN -FACT Q TRUSTEE(S) 0 GUARDIANIOONSERVATOR Q OTHER SIGNER IS REPRESENTING: Name of Person or EMIty Name of Person or Entity OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here Is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE .. 0.epreauml W Met �II Title eampeny NehmN Wmmercxl scrrae 11Rtlm Exhibit A to DEED OF TRUST dated for reference purposes as of March 1, 2014, by 52nd Drive, L.P., as "Trustor' to PRLAP, INC., a North Carolina corporation, as trustee, as 'Trustee' for the benefit of BANK OF AMERICA, N.A., a national banldng association, as "Beneficiary." Real property in the Oily of Vernon, County of Los Angeles, State of California, described as follows: LOTS 45 TO 53 INCLUSIVE OF TRACT NO. 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 6314.002.90D 62nd Drive Apartments cansbuclion and Permanent Leasehold Dead of7rver Exhibit A LEGAL Ua_W A 77993817.3 This page is part of your document - DO NOT DISCARD _6 � 44._ 20140286022 A IIII 11 I1111111111IIIIIIIIIIII1IIII IIII1111 P0037 Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California 03/21/14 AT 08:OOAM FEES: 166.00 Mrs! 0.00 0MHERi 0.00 FAM 166.00 A CI�IIII�II�IalAllll��ll LEAUSHEET I01111111111111111 � 1111 M1403210270016 000N982316 InlllllllllVlllllllllllllllllllllllll 006093045 SEQ: 06 DAA - Title Company (Hard Copy) Illll 111 l�lll�llill Illl Il 111 lllll Illllll III IIII IIII IIII �Il�l THIS FORM IS NOT TO BE DUPLICATED «a 6314-002-900 DOC# 14-0286022-02 Ne Ne J O S v Z� o d V o v E 0 � o € 1 W u Q S 4 PLEASE READ YELLOW SHEET FIRST RECEWED AFAR I '1 2014 CITY ADMINISTRATION 030100016 52ND DRIVE APARTMENTS LP 4305 S SANTA FE AVE VERNON, CA 90058-1714 (fold line) >: E 'x — LL"n 0 W Q s O Q W O„ N _ N s oOco 2 poz- pe : toa o v F o E Q£ V o u F- u i y c0 -O m O 0 0O° 3-0 V QV — a\ o �V�doo~Q Iv£.a s rn Q s $ W O �-- E _ N e F o E a s F 3 c 3 � � W oo a �. 10 FIRST AMERICAN TITLE INSURANCE COMPANY J RECORDING REQUESTED BY AND lb'HEN RECORDED MAIL TO: Paul Hastings LLP 515 South Flower Street Twenty -Fifth Floor Los Angeles, CA 90071 Attn: Kenneth Krug, Esq. '201g0288022 ^ ! TMS SPACE ABOVE FOR RECORDER'S USE Q(� ARP LEASEHOLD CONSTRUCTION DEED OF TRUST with Assignment of Rents, Security Agreement, and Firture Filing (Affordable Housing Program —Rental Project) THIS DEED OF TRUST SECURES ALL PRESENT AND FUTURE LOAN DISBURSEMENTS MADE IN ACCORDANCE WITH THE TERMS OF THE PROMISSORY NOTE BETWEEN TRUSTOR AND BENEFICIARY. This Document Serves as a Fixture Filing under the California Uniform Commercial Code. Trustor's Organizational Identification Number is: 201306000012. The parties to this AHP Leasehold Construction Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (this 'Deed of Trust"), dated for reference purposes as of March 1, 2014, are 52ND DRIVE APARTMENTS, L.P., a California limited partnership, as trustor (the "Trustor"), BANK OF AMERICA, N.A., a national banking association, as trustee (the 'Trustee"), and COMMUNITY HOME BUILDERS AND ASSOCIATES, a California nonprofit public benefit corporation, as beneficiary and secured party (the "Beneficiary'). 1. Grant in Trust and Secured Obligations. 1.1 Grant in Trust. For the purpose of securing payment and performance of the Secured Obligations defined and described helow, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right; title and interest Trustor now has or may later acquire in and to the following property (all or any part of such property, or any interest in all or arty part of it as the context may require; the "Property"); (a) The real property located in Los Angeles County, California, as more fully described in Exhibit A attached hereto and made a part hereof as if fully set forth, together with all existing and fbture easements arid rights affording access to it (the "Land"); together with (b) All buildings, structures and improvements now located or later to be constructed on the Land (the "Improvements"); together with _ Am CONSTRUCTION DEED OF TRUST JECA I._I jS W N %'/ 3804 -1 (5z d Onv ArAm ents) RE (c) All existing and future appurtenances, privileges, rights, easements, franchises and tenements of the Land, and all as -extracted collateral produced from or allocated to the Land including, without limitation, minerals, oil, gas, other hydrocarbons and associated substances, sulphur, nitrogen, carbon dioxide, helium and any other commercially valuable substances which may be in, under or produced from any part of the Land, and all products processed or ohtained therefrom, and the proceeds thereof, and all development rights and credits, air rights, water, water courses, water rights (whether riparian, appropriative or otherwise, and whether or not appurtenant) and water stock, easements, rights -of -way, gores or strips of land, and any land lying in the streets, ways, alleys, passages, roads or avenues, open or proposed, in front of or adjoining the Land and Improvements; together with (d) All existing and future leases, subleases, subtenancies, licenses, occupancy agreements and concessions ('leases') relating to the use and enjoyment of all or any part of the Land and Improvements, and any and all guaranties and other agreements relating to or made in connection with any of such leases; together with (c) All real property and improvements on it, and all appurtenances and other property and interests of any kind or character, whether described in Exhibit A or not, that may be reasonably necessary or desirable to promote the present and any reasonable future beneficial use and enjoyment of the Land and Improvements; together with (f) All goods, materials, supplies, chattels, furniture, fixtures, equipment and machinery (including software embedded therein), now or later to be attached to, placed in or on, or used in connection with the use, enjoyment, occupancy or operation of all or any part of the Land and Improvements. whether stored on the Land or elsewhere, including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, curling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment (including software embedded therein), all of which will be considered to the fullest extent of the law to be real properly for purposes of this Deed of Trust; together with (g) All building materials, equipment (including software embedded therein), work in process or other personal property of any kind, whether stored on the Land or elsewhere, that have been or later will be acquired for the purpose of being delivered to, incorporated into or installed in or about the Land or Improvements; together with (h) All of Trustor's interest in and to the AHP Subsidy (as such term is defined below); together with (i) All rights to the payment of money, accounts, accounts receivable, reserves, deferred payments, refunds of real property and personal property taxes and other refunds, cost savings, payments and deposits, whether now or later to be received from third parties (including all earnest money sales deposits) or deposited by Truster with third parties (including all utility deposits), contract rights, development and use rights, federal, state and local tax. credits and other tax benefits (to the extent assignable), governmental permits and licenses, applications, architectural and engineering plans, specifications and drawings, as -built drawings, chattel paper (whether tangible or electronic), instruments, documents, promissory notes, drafts, letters of credit (other than letters of credit in favor of Beneficiary) and letter-of- _2- AHP CONSTRUCTION DEED Or TRUST LECAL_US_W k 77993A05 d (52nd Drive Apammnu) credit rights (whether or not the letter of credit is evidenced by a writing), supporting obligations, and general intangibles of every nature (including payment intangibles), which arise from or relate to concoction oa the Land or to any business now or later to be conducted on it, or to the Land and Improvements generally; together with 0) All proceeds, including all claims to and demands for them, of the voluntary or involuntary conversion of any of the Land, Improvements or the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in connection with any condemnation or eminent domain proceeding, and all causes of action and their proceeds for any damage or injury to the Land, hnprovements or the other property described above or any part of them, or breach of warranty in connection with the construction of the Improvements, including causes of action arising in tort, contract, fraud or concealment of a material fact; together with (k) All books and records pertaining to any and all of the property described above, and all recorded data of any kind or nature, regardless of the medium of recording including, without limitation, all software, writings, plans, specifications, and schematics relating thereto, including records relating to tenants under any leases, and the qualification of such tenants, and all certificates, vouchers, and other documents in any way related. thereto, and all records relating to the application and allocation of any federal, state, and local tax credits or benefits, including computer -readable memory and any computer hardware or software (including embedded software) necessary to access and process such memory (collectively, the 'Books and Records"); together with (1) All commercial tort claims Trustor now has or hereafter acquires relating to any of the property described above; together with (m) All software embedded within or used in connection with any of the above -described property; together with (n) All products, accounts, and proceeds (cash or non -cash) of, additions and accretions to, substitutions and replacements for, and changes in any of the property described above, including all proceeds of any voluntary or involuntary disposition or claim respecting any such property (arising out of any judgment, condemnation or award, or otherwise arising), and all supporting obligations ancillary to or arising in any way in connection therewith, and all general intangibles (including payment intangibles) arising in any way in connection therewith, and all goods, accounts, instruments, documents, promissory notes, chattel paper (whether tangible or electronic), deposit accounts, supporting obligations, and general intangibles, wherever located, acquired with cash proceeds of any of the foregoing or its proceeds. Capitalized terms used above and elsewhere in this Deed of Trust without definition have the meanings given them in the ARP Subsidy Note referred to in Section 1.2 below. All terns not defined herein shall have the meaning set forth in the Uniform Commercial Code, as enacted in the State of California, as amended or recodified from time to time (the "California Uniform Commercial Code") or under the Uniform Commercial Code, in force from time to time, in any _3- AHP CONSTRUCnON DEED OF TRUST LEGAIJ.6 W 9 77990805 4 (52hd Ddw Apar"nenv) other state to the extent the same is applicable law (collectively, the "Uniform Commercial Code"), If a term is defined in Article 9 of the UCC differently than in another Article of the Uniform Commercial Code, then such term shall have the meaning set forth in Article 9 of the Uniform Commercial Code. Truster shall and will warrant and forever defend the above - bargained Property in the quiet and peaceable possession of the Trustee. its successors and assigns, against all and every person or persons lawfully claiming or to claim the whole or any part thereof. Trustor agrees that any greater title to the Property hereafter acquired by Truster during the term hereof shall be subject hereto. 1.2 Secured Obligations. Trustof makes the grant, conveyance, transfer and assignment set forth above and grants the security interest set forth in Section 3 for the purpose of securing the following obligations ("Secured Obligations") in any order of priority that Beneficiary may choose: (a) Payment and performance of all obligations of Trustor wider that certain Promissory Note in the original principal amount of $440,000 dated as of March I, 2014, made by Truster to the order of Beneficiary (the "Partnership Note"); (b) Payment and performance of all obligations of Truslnr under this Deed of Trust; (e) Payment and performance of all future advances and other obligations Trustor or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when a writing evidences the parties' agreement that the advance or obligation be secured by this Deed of Trust; and (d) Payment and performance of all modifications, amendments, extensions, and renewals, however evidenced, of any of the Secured Obligations. All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the terms of the Secured Obligations and each other agreement or instrument made or entered into in connection with each of the Secured Obligations. The beneficial interest of Beneficiary under this Deed of Trust is being collaterally assigned by Beneficiary to Bank of America California, N.A. (the "AHP Leader"), as collateral security for the obligations of Beneficiary under (i) that certain Promissory Note (the "AIIP Subsidy Note") in the original principal amount of $440,000, made by Beneficiary to the order of AHP Lender and dated as of March 1, 2014. and (ii) the other AHP Loan Documents as defined in the Collateral Assignment of Loan, Loan Rights and Loan Documents between Beneficiary and AHP Lender (the "AHP Loan Documents"). 2. Assienmeat of Rents. 2.1 Assienmeot, Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary all rents, royalties, issues, profits, revenue, income and proceeds of the Property, whether now due, past due or to become due, including all prepaid rents and security deposits (some or all collectively, as the context may require, "Rents"). LEGAL _Us_W M 779939054 -4- AIV CONSTRUCTION DEED OF TRUST (510 DnW AP n MW) I TIIIS IS AN ABSOLUTE ASSIGNMENT, NOT AN ASSIGNMENT FOR SECURITY ONLY. 2.2 Grant of License. Beneficiary hereby confers upon Trustor a license ("License") to collect and retain the Rents as they become due and payable, so long as no Event of Default ('as such tern is defined below) exists and continues. If an Event of Default has occurred and is continuing, Beneficiary will have the right, exercisable in its sole discretion, to terminate this License without notice to or demand upon Trustor and without regard to the adequacy of Beneficiary's security under this Deed of Trust 2.3 Collection and Application of Rents. Subject to the License granted above, Beneficiary has the right, power and authority to collect any and all Rents. Trustor hereby appoints Beneficiary its attorney -in -fact to perform. any and all ofthe following acts, if and at the times when Beneficiary in its sole discretion may so choose: (a) Demand, receive and enforce payment of any and all Rents; or (b) Give receipts, releases and satisfactions for any and all Rents; or (e) Sue either in the name of Trustor or in the name of Beneficiary for any and all Rents. Beneficiary's right to the Rents does not depend on whether Beneficiary lakes possession of the Property as permitted under this Deed of Trust. In Beneficiarys sole discretion, Beneficiary may choose to collect Rents either with or without taking possession of the Property. Beneficiary will apply all Rents collected by it in the manner provided below if an Event of Default occurs while Beneficiary is in possession of all or part of the Property and is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver will nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted under this Deed of Trust. 2.4 Beacridary Not Responsible. Under no circumstances will Beneficiary have any duty to produce Rents from the Property. Regardless of whether Beneficiary, in person or by agent takes actual possession of the Land and Improvements, Beneficiary is not and will not be deemed to be: (a) A "mortgagee in possession" for any purpose; or (b) Responsible for performing any of the obligations of the lessor under any lease; or (c) Responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the Property, or any negligence in the management, upkeep, repair or control of Use Property; or (d) Liable in any manner for the Property or the use, occupancy, enjoyment or operation of all or any part of it. _ AHPCONMUCIION nEa)OFTKUS] nr;at_US_w d ]r993Ba5 i _5 (52nd Onvt ApA)MbnS) 7 2.5 Leasing. Trustor may not accept my deposit or prepayment of Rents for any rental period exceeding one (1) month without Beneficiary's prior written consent (not including any security deposit). Trustor may not lease the Property or any part of it except strictly in accordance with the AHP Loan Documents. Trustor must apply all Rents in the manner required by the AHP Loan Documents. 3. Grant of Security interest. 3.1 Security Agreement. The parties intend for this Deed of Trust to create a lien on the Property, andan absolute assignment of the Rents and (.eases, all in favor of Beneficiary. The parties acknowledge that some of the Property and some of the Rents and Leases may be determined under applicable law to be personal property or fixtures. To the extent that any Property, Rents, or Ixases may he or be determined to be personal property, Trustor, as debtor, hereby grants to Beneficiary, as secured party, a security interest in all such Property, Rents, and Leases, to secure payment and performance of the Secured Obligations, This Deed of Tnlst constitutes a security agreement under the UCC, covering all such Property, Rents, and Leases. To the extent such Property, Rents, or Leases are not real property encumbered by the lien granted above, and are not absolutely assigned by the assignment set forth above, it is the intention of the parties that such Property, Rents, and/or Leases shall constitute "proceeds, products, offspring, rents, or profits" (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, as such section may be modified or supplemented) of the Land and Improvements. 3.2 Financing Statements. (a) Authorization to File Financing Statements: Power of Attomev. Trustor hereby authorizes Beneficiary, at any time and from time to time, to file any initial financing statements, amendments thereto, and continuation statements, with or without signature of Trustor, as authorized by applicable law, as applicable to the Collateral, As provided in Section 5.11 below, Trustor shall pay all fees and costs that Beneficiary may incur in filing such documents in public offices andin obtaining such record searches as Beneficiary may reasonably require and all other reasonable fees and costs Beneficiary incurs in connection with perfection of its security interests. For purposes of such filings, Trustor agrees to furnish any information requested by Beneficiary promptly upon request by Beneficiary. Trustor also ratifies its authorization for Beneficiary to have filed any like initial financing statements, amendments thereto, or continuation statements il' filed prior to the date of this Deed of TmsL. Trustor hereby irrevocably constitutes and appoints Beneficiary and any officer or agent of Beneficiary, with fill power of substitution, as its true and lawful attorneys -in -fact with full irrevocable power and authority in the place and stead of Trustor or in Trustor's own name to execute in Trustor s nine any such documents and to otherwise carry out the purposes of this Section, to the extent that Tmstor s authorization above is no( sufficient. To the extent not expressly prohibited by applicable law, Trustor hereby ratifies and affirms all acts said attomeys-in-fact shall lawfully do, have done in the past or cause to be bone in the future by virtue hereof. This power of allomey is a power coupled with an interest and shall be irrevocable. If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall never be construed as in any way derogating from or impairing (his Deed of Trust or the rights or obligations of the parties under it. LEGAL US Wp774338G5d -tF AHP CONSTRUCTION DEED OF TRUST - - 02nd Onvc Ape eam) I (b) Interpretation. Everything used in connection with the Property and/or adapted for use therein and/or which is described or reflected in this Deed of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded as part of the real estate encumbered by this Deed of Trust irrespective of whether (i) any such item is physically attached to the Improvements, (ii) sertal numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Beneficiary or (iii) any such item is referred to or reflected in any such Financing Statement so filed at any time. Similarly, the mention in any such Financing Statement of (1) rights in or to the proceeds of any fire and/or hazard insurance policy, or (2) any award in eminent domain proceedings for a taking or for lessening of value, or (3) Trustor's interest as lessor in any present or future lease or rights to income growing out or the use and/or occupancy of the property conveyed hereby, whether pursuant to lease or otherwise, shall never be construed as in any way altering any of the rights of Beneficiary as determined by this instrument or impugning the priority of Beneficiary's lien. granted hereby or by any other recorded document. Stich mention in the Financing Statement is declared to be solely for the protection of Beneficiary in the event any court or judge shall at any time hold, with respect to the matters set forth in the foregoing clauses (1), (2), and (3). that notice of Beneficiary's priority of interest is required in order to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions or entity of the federal government, shall be filed in the Uniform Commercial Code records. 4. Effective as a Finaocin¢Statement; Fixture Fflfae. This Deed of Trust constitutes a financing statement filed as a fixture filing under the applicable section of the Uniform Commercial Code, as amended or recodified from time to time, covering any Property which now is or later may become fixtures attached to the Land or Improvements. This Deed of Trust shall also be effective as a financing statement covering as -extracted collateral (including oil and gas), accounts, and general intangibles under the Uniform Commercial Code, which will be financed at the wellhead or minehead of the wells or mines located on the Property and is to be filed for record in the real estate records of each county where any part of tire Property is situated. This Deed of Trust shall also be effective as a financing statement covering any other Property and may be filed in any other appropriate filing or recording office. The mailing address of Tr ustor is the address of Truster set forth at the end of this Deed of Trust and the address of Beneficiary from which information concerning the security interests hereunder may be obtained is the address of Beneficiary set forth at the end of this Deed orTrust. A carbon, photographic or tither reproduction of this Deed of Trust or of any financing statement relating to this Deed of Trust shall be sufficient as a financing statement for any of the purposes referred to in this Section. 5. Riebts and Duties of the Panics 5.1 Reoresentations and Warranties. Truster represents and warrants that, except as previously disclosed to Beneficiary in writing: (a) Truster lawfully possesses and holds leasehold title to all of the Land and the Improvements, unless any portion of Trustor's present interest in the Land is described in .7- A14P CONSTRUCTION DEED OF TRUST I.FAW US W r 77/9311r5 4 (520d D w AryeM¢,Ra) I Exhibit A as a leasehold interest, in which case Trustor lawfully possesses and holds a leasehold interest in such portion of the Land as stated in Exhibit A; and (b) Trustor has or will have good and marketable title to all Property subject only to such exceptions and conditions to title as Beneficiary has approved in its sole and absolute discretion (the "Prior Approved Encumbrances"); and (c) Subject to the rights of senior lienholders, Trustor has the full and unlimited power, right, and authority to encumber the Property and assign the Rents; and (d) This Deed of Trust creates a Ben on the Property subject only to the Prior Approved Encumbrances; and (e) The Property includes all property and rights which may be reasonably necessary or desirable to promote the present and any reasonable future beneficial use and enjoyment of the Land and the Improvements; and (f) Trustor owns any Property which is personal property free and clear of any security agreements, reservations of title, or conditional sales contracts, and there is no presently effective financing statement affecting such personal property on file in any public office; except with respect to senior indebtedness approved and permitted by Beneficiary; and (g) The Property has frontage on and direct access for ingress and egress to streets; and (h) Electric (and gas, if available), water facilities, sewer facilities and any other necessary utilities will be, after completion of construction of the Project and at all times thereafter, available in sufficient capacity to service the Property satisfactorily and any easements necessary to the furnishing of such utilities are or will be granted and duly recorded; and (i) Trustor's exact legal name is correctly set forth in the introductory paragraph of this Deed of Trust. 0) If Trustor is not an individual, Trustor's correct Organizational identification number is correctly set forth in the introductory paragraph of this Deed of Trust. (k) If Trustor is not an individual, Trustor is an organization of the type and (if not an unregistered entity) is incorporated in or organized under the laws of the state specified in the introductory paragrdph of this Deed of Trust. If Truster is an unregistered entity (including, without limitation, a general partnership) it is organized tinder the laws of the state specified in the introductory paragraph of this Deed of Trust. p) If Trustor is an individual, Trustor's principal residence has for the preceding four (4) mouths been and will continue to be (unless Trustor notifies Bank of any change in writing at least thirty (30) days prior to the date of such change) the address of the principal residence of Trustor specified on the signature page of this Deed of Trust. -8_ AnP CONSTRUCTION DEED Of TRUST L.EOAr._US w A 77a93805 4 Wnd ➢me Apsmnene) �0 (m) Trustor's principal place of business and chief executive office, and the place where Trustor keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording including, without limitation, software, writings, plans, specifications and schematics concerning the Property, has for the preceding four (4) months (or, if less, tic entire period of the existence of Trustor) been and will continue to he (unless Truster notifies Bank of any change in writing at least thirty (30) days prior to the date of such change) at the address or addresses specified on the signature page of this Deed of Trust. (n) If Trustor is not an individual, Tmstoi s organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth on the fast page of this Deed of Trust. Truster shall promptly notify Bank (i) of any change of its organizational identification number, or (ii) if Trustor does not now have an organization identification number and later oblaims one, of such organizational identification number. (o) To the best of Trustor's knowledge and belief, no authorization, consent, approval, other action by, notice to, or filing with, any governmental authority, regulatory body, or any other entity is requited for the execution of this Agreement or the grant or perfection of the security interests granted herein. (p) Except as previously disclosed in writing to Bank, to the best of Truster's knowledge and belief, Trustor holds no commercial tort claims relating to the Property. 5.2 Taxes and Assessments. 'rrustor must pay prior to delinquency all taxes, levies, charges and assessments ("Imposition") imposed by any public or quasi -public authority or utility company that are (or if not paid, may become) a lien on all or part of the Property or any interest in it, or that may cause any decrease in the value of the Property or any part of it. If any Imposition becomes delinquent, Beneficiary may require Trustor to present evidence that (hey have been paid in full. on ten (10) days' written notice by Beneficiary to'I'rustor. 5.3 Performance of Secured Obligations. Trustor must promptly pay and perform each Secured Obligation in accordance with its terms. 5.4 Liens. Charges and Encumbrances. Truster must discharge within thirty (30 days) any lien on the Property not consented to in writing by Beneficiary. Trustor must pay when due each obligation secured by or reducible to a lien, charge or encumbrance that now does or later may encumber or appear to encumber all or part of the Property or any interest in it, whether the lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust. 5.5 Damages and Insurance and Condemnation Proceeds: Surety Bond Proceeds. Subject to the rights of any Senior Lender (as defined below), any (a) award of damages in connection with any condemnation for public use or injury to the Property or any part thereof, and (b) payments, rights to payment, and all other compensation payable, directly or indirectly, under any payment, performance, or other bond (each a "Surety Bond") related to, or issued in connection with, the construction of any Improvements or the performance of any acts, related to the Property or any interest in it, whether or not such Surety Bonds are required by Beneficiary, are hereby assigned and must be paid to Beneficiary, which may apply or release AHP CONSTRUCTION DEED OF TRUST IZGAL_r:S_w 4 779939054 _9 (57nd D`n<Aprl caU) the moneys received by it upon any indebtedness secured hereby, in the order Beneficiary determines, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Beneficiary's application or release of such funds will not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to the notice. Notwithstanding anything herein to the contrary, Beneficiary shall apply the same standards for approving the release of insurance proceeds as the beneficiary under the senior deed of trust referenced in Section 10 below securing an indebtedness in the amount of $8,920,340. 5.6 Maintenance and Preservation of Property. (a) Trustor must insure the Property for the full replacement cost of all Improvements, without giving effect to depreciation or amortization, by a company acceptable to Beneficiary, and any lender holding a senior priority deed of trust against the Property (each, a "Senior Lender"). The farm of the insurance policy, endorsements and deductibles must all be acceptable to Beneficiary and each Senior Lender. Subject to any prior rights of a Senior Lender, the amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby, in the order Beneficiary determines, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release does not cure or waive any default or notice of default hereunder or invalidate any act clone pursuant to the notice. (b) Trustor must keep the Property in good condition and repair and may not remove or demolish the Property or any part of it, or alter, restore or add to the Property in any way that will affect negatively its value, (c) If all or purl of the Property becomes damaged or destroyed, Trustor must promptly and completely repair and/or restore the Property in a good and workmanlike matmer in accordance with sound building practices, subject to the rights of any Senior Lender. (d) Trustor may not commit or allow any act upon or use of the Property that would violate: (i) any applicable law or order of any governmental authority, whether now existing or later enacted and whether foreseen or unforeseen; or (ii) any public or private covenant, condition, restriction or equitable servitude affecting the Property. Trustor may not bring or keep any article on the Property or cause or allow any condition to exist on it, if that could invalidate or would be prohibited by any insurance coverage required to be maintained by Truster on the Property. (e) Trustor may not commit or allow waste of the Property, including those acts or omissions characterized arising in relation to hazardous substances, as such term is defined by applicable statutes. (f) Trustor must perform all other acts that from the character or use of the Property may be reasonably necessary to maintain and preserve its value. 5.7 Trustee's Acceptance of Trust, Trustee accepts this trust when this Deed of Trust is recorded. LWAL US W 0 M93805 4 -10- ARP CONSTRUCTION DEED OF TRUST (57 ul Dnve Apo enui IV 5.8 Authorized Acts of Trustee, From time to time when requested to do so by Beneficiary in writing, Trustee may perform any of the following acts without insuring any liability or giving notice to any person: consent to the making of any plat or map of the Property or any part of it; join in graining any easement or creating any restriction affecting the Property; join in any subordination or other agreement affecting this Deed of Trust or the lien of it; or reconvey the Property or any part of it without any warranty. 5.9 Reeouvevance. When all of the Secured Obligations have been paid and performed in full, Beneficiary will request Trustee in writing to reconvey the Property, and will surrender this Deed of Trust and any and all promissory notes and instruments evidencing the Secured Obligations to Trustee. When Trustee receives Beneficiary's written request for reconveyance and all fees and other sums owing to Trustee by Truster, Trustee must reconvey the Property, or so much of it as is then held under this Deed of Trust, without warranty, to the person or persons legally entitled to it, who must pay any costs of recordation. In the reconveyance, the grantee may be described as "the perum or persons legally entitled thereto,' and the recitals of any matters or facts will be conclusive proof of thew truthfulness, Neither Beneficiary nor Trustee has any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. 5.10 Compensation and Exculpation. (a) Trustor agrees to pay fees in the maximum amounts legally permitted, or reasonable fees as may be charged by Beneficiary and Trustee when the law provides no maximum limit; fur any services that Beneficiary or Trustee may render in connection with this Deed of Trust, including Beneficiary's providing a statement of the Secured Obligations or Trustee's rendering of services in connection with a reconveyance. Trustor must also pay or reimburse all of Beneficiary's and Trustee's costs and expenses that may be incurred in rendering any such services. Trustor further agrees to pay or reimburse Beneficiary for all reasonable costs, expenses and other advances that may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including any rights or remedies afforded to Beneficiary or Trustee or both of Wets under this Deed of Trust, whether any lawsuit is flied or not, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys' fees and other legal costs, costs of any Foreclosure Sale (as such term is defined below) and any cost of evidence of title. (b) Beneficiary will not he directly or indirectly liable to Trustor or any other person as a consequence of any of the fallowing: (i) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary in this Deed of Trust; (H) Beneficiary�s failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property or under this Deed of Trust; or (ill) any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Property, or from any other act or omission of Beneficiary in managing the Property, after an Event of Default, unless the loss is caused by the willful misconduct or bad faith of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described above, and agrees that no liability will be asserted against or unposed upon Beneficiary. 11- AH? CONSTRUCTION DEED OF TRUST LEGAL US W d 77993804 4 (52nd l)VW Aparvnmts) 5.11 Defense and Notice of Claims and Actions. At Trustor's sole expense, Trustor must protect, preserve and defend the Property and title to and right of possession of the Property, and the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims. Trustor must give Beneficiary and Trustee prompt notice in writing if any claim is asserted that does or could affect any of such matters, or if any action or proceeding is commenced alleging or relating to any such claim. 5.12 Substitution of Trustee. From time to time, Beneficiary may substitute a successor to any Trustee named in or acting under this Deed of Trust in any manner now or later to be provided at law, or by a written instrument executed and acknowledged by Beneficiary and recorded in the office(s) of the recorder(s) of the county or counties where the Property and Improvements are situated. Any such instrument wilt be conclusive proof of the proper substitution of the successor Trustee, who will automatically upon recordation of the instrument succeed to all estate, title, rights, powers and duties of the predecessor Trustee, without conveyance from it. 5.13 Subrogation. Beneficiary will be subrogated to the liens of all encumbrances, whether released of record or not, that are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust or with the proceeds of any loan secured by this Deed of Trust. 5.14 Site Visits. Observation and Testing. Beneficiary and its agents and representatives have the right to enter and visit the Property at any reasonable time for the purpose of performing appraisals. In addition, Beneficiary and Trustee and their agents and representatives have the right to enter and visit the Property at any reasonable time for the purposes of observing the Property, taking and removing soil or groundwater samples, and conducting tests on any part of the Property, subject to the rights of tenants. 5.15 Notice or Change. Trustor will not cause or permit any change to be made in (a) its name, identity, or corporate, partnership, limited liability company, or other entity structure, (b) its jurisdiction on organization (c) its organizational identification number, (d) its place of business or, if more than one, its chief executive office, (e) its mailing address, or (f) any change in the location of any Property, including the Books and Records, unless Trustor shall have notified Benetciary in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Beneficiary for the purpose of further perfecting or protecting the lien and security interest of Beneficiary in the Property. Ilnless otherwise approved by Beneficiary in writing, all Property that consists of personal property (other than the Books and Records) will be located on the Land and all Books and Records will be located at Trustor's place of business or chief executive office if Trustor has more than one place of business. 5.16 Further Assurances. Trustor shall, promptly on request of Beneficiary or AI4P Lender, (a) correct any defect, error or omission which may be discovered in the contents, execution, or acknowledgment of this Deed of Trust or any of the A14P Loan Documents; (b) execute, acknowledge, deliver, procure, and record and/or file such further documents (including, without limitation, further deeds of trust, security agreements, financing statements, financing statement amendments, continuation statements, and assignments of rents or leases) 12_ ANr CONSTRUCTION DEED OF TRUST LEGAI._US Wk779938054 (52nd Dnvc Ap�n ) �t� and do such further acts as may be necessary. desirable, or proper (i) to carry out more effectively the purposes of (his Deed of Trust and the AHP Loan Documents, (ii) to more fully identify and subject to the liens and security interests hereof any property intended to be covered hereby (including specifically, but without limitation, any renewals, additions, substitutions, replacements; or appurtenances to the Property), or (iii) as deemed advisable by Beneficiary to protect the lien or the security interest hereunder against the rights or interests of third persons; and (c) provide such certificates, documcros, reports, information, affidavits and other instruments and do such further acts as may be necessary, desirable or proper in the reasonable determination of Beneficiary to enable Beneficiary to comply with the requirements or requests of any agency having jurisdiction over Beneficiary or any examiners of such agencies with respect to the indebtedness secured hereby, Trustor or the Property. Trustor shall pay all costs connected with any of the foregoing within five (5) days after the written demand by Trustee or Beneficiary. If not paid when due, such costs shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date of such written demand at the Default Rate (as such term is defined in the Note), or if no Default Rate is specified, at the rate provided in any instrument or agreement evidencing the Secured Obligations. If more than one rake of interest is applicable to the Secured Obligations, the highest rate shall be used for purposes hereof. If the instrument or agreement evidencing the Secured Obligations does not state a rate of interest, interest shall accrue as the rate of ten percent (I 0%) per annum. 6. AHP Regulations. Truster acknowledges and agrees to comply with all applicable federal regulations (the "AHP Regulations") relating to the Affordable Housing Program ("AHP') administered by the Federal Home Le- n Bank of San Francisco (711LB"), for which AHP Lender is the sponsoring member bank, and under which Beneficiary has received a subsidy of ATIP funds (the "AHP Subsidy") in the form of a loan from AIIP Lender (the "AHP Loan"). which has in turn been loaned to Trustor, to be used for a low-income housing project to be located on the Property (the "Project"). Specifically, Trustor agrees as follows: 6.1 Allowed Uses. Trustor will use the full amount of the AHP Loan in compliance with and only for the purposes set forth in the following, as any of them may be amended from time to time: (a) Beneficiary's approved application to FHLB (the "AHP Application"); (b)FHLB's AHP Implementation Plan and policies, procedures, guidelines and instructions covering, among other things, feasibility, funding, monitoring and modifying affordable housing projects ("FHLB's AHP Policies and Procedures"), (c) the AHP Program Direct Subsidy Agreement (Rental Project) by and among FHLB, Beneficiary. and AHP Lender; and (d) the AHP Regulations, as any of them may be amended from time to time (all together, the "AHP Requirements"). 6.2 No Modification of Protect. Trustor will not modify the Project in any manner that will affect the original scoring and feasibility elements of the Project without FHLB's prior written consent, 6.3 Monitorine. Trustor will perform all monitoring, notice and certification requirements set forth in the AHP Regulations, together with any additional monitoring required under the Implementation Plan and AHP Policies and Procedures or as otherwise required by FHLB and cooperate with Beneficiary or AHP Lender by providing any and all additional information required by Beneficiary or AHP Lender to fulfill its reporting obligations to FHLB _13_ AHP CONSTRUCTION DBBD OF TRUST I JSOA1,DS WR7799JansI (52"d ➢nve Apd wb) t5 with respect to the habitability of the Project, the Projeces satisfaction of income -targeting commitments, the Project's compliance with maximum rental levels for income -targeted units and any other matters that Beneficiary or AHP Lender may be required to report. 6.4 Retention Period. For a minimum period of fifteen (15) years from the date the Project is completed (the 'Retention Period") and at the times and in the manner required under the AHP Regulations: (a) Trustor will certify to FHLB that the number of rental units specified in the AID' Loan Documents remain affordable for households with incomes at or below the levels set forth in the AHP Application; and (b) FHLB or its designee must receive notice of any sale, refinancing•; foreclosure or transfer in lieu of foreclosure occurring during the Retention Period, 6.5 Restriction on Transfers. If the Property is sold or refinanced during the Retention Period without remaining subject to the affordability restrictions set forth in the AIIP Loan Documents, Trustor must repay the AHP Subsidy used for the Property to FHLB, to the extent repayment is required under the Subsidy Agreement. The occurrence of a sale or refinancing that is not subject to these affordability restrictions will constitute an "Accelerating Transfer" within the meaning of Section 7. 6.6 Repayment Obligation. Trustor will repay to FHLB any portion of the AHP Subsidy, plus interest as may be required by FHLB, that is not used in compliance with the ARP Subsidy Document or the AHP Regulations as a result of Trustees actions or omissions, unless Truster cures any such noncompliance within a reasonable period of time, as determined by FHLB, or the circumstances of such noncompliance are eliminated through an approved modification of the AHP Application in accordance with the AHP Regulations and the Subsidy Agreement. Trustor shall pay all obligations to pay money arising tinder this Deed of Trust immediately upon demand by Trustee or Beneficiary. Each such obligation will be added to, and considered to be part o$ the principal of the Secured Obligations, and bear interest from the date the event giving rise to the obligation to pay occurred until paid at the Default Rate (as such term is defined in the Note). 6.7 Construction Period. During the period of construction or rehabilitation of the Project, Truster will take all steps to ensure that reasonable progress is being made towards completion of the Project and cooperate with Beneficiary and AHP Lender by providing any and all information required by Beneficiary and APIP Lender to fulfill its reporting obligations to FHLB on the status of the Project. 6.8 Reauest for Notice. Trustor hereby requests that a copy of notice of default and notice of sale be mailed to it at the address set forth below and to FHLB as follows: Federal Home Loan Bank of San Francisco, Community Investment, 600 California Street, Suite 300, San Francisco, CA 94108. The address for Trustor below is also the mailing address of Trustor as debtor under the LJCC. Beneficiary's address given below is the address for Beneficiary as secured parry under the UCC. LEGAL US Wk779938054 .14- AHP CONSTRUCTION DEED OF TRUST (52nd DnveApuM=ts) 7. Accelerating Transfers. 7.1 "Accelerating Transfer" means any sale, contract to sell, conveyance, encumbrance, pledge, mortgage, louse not expressly permitted under this Deed of Trust or the ANP Loan Documents, or other transfer of all or any material part of the Property or any interest in it, whether voluntary, involuntary, by operation of law, or otherwise. "Accelerating Transfer" specifically includes a sale or refinancing of the Property during the Retention Period without the Property remaining subject to the affordability restrictions, as more particularly described in Section 6.5 above. If. Trustor is a corporation, "Accelerating Transfer" also means any transfer or transfers of shares possessing, in the aggregate, more than fifty percent (50%) of the voting power or more than fifty percent (50%) of the direct or indirect beneficial ownership of Trustor. If Trustor is a partnership, "Accelerating Transfer" also means withdrawal or removal of any partner, dissolution of the partnership under applicable law, or any transfer or transfers of, in the aggregate, more than fifty percent (50%) of the parmership interests. Notwithstanding the foregoing sentence, "Accelerating Transfer" shall not include (i) transfers of non -managing interests in Trustor's limited partner or (h) transfers of limited partner interests to an affiliate of Trustor's limited partner, If Trustor is a limited liability company, "Accelerating Transkr" also means withdrawal or removal of any member, termination of the limited liability company, or any transfer or transfers of, in the aggregate, more than fifty percent (50"/6) of the voting power or, in the aggregate, more than fifty percent (50%) of the ownership interests in Trustor. Notwithstanding the foregoing, nothing in this section shall preclude the transfer of limited partnership interests in Trustor. 7.2 Trustor acknowledges that Beneficiary is making one or more advances in reliance on certain unique characteristics of Trustor; thus, the Secured Obligations include material elements similar in nature to a personal service contract. In consideration of Beneficiary's reliance, Trustor agrees that Trustor shall not make any Accelerating Transfer, unless the transfer is preceded by Beneficiary's express written consent to the particular transaction and transferee. Beneficiary may withhold such consent in its sole and absolute discretion. Beneficiary may withhold its consent to any proposed transfer that would cause a recupture of any part of the ARP Subsidy under the Subsidy Agreement. if any Accelerating Transfer occurs, Beneficiary in its sole and absolute discretion may declare all of the Secured Obligations to be immediately due and payable, and Beneficiary and Trustee may invoke any rights and remedies provided below. Trustor acknowledges the materiality of the provisions of this Section 7 as a covenant of Trustor, given individual weight and consideration by Beneficiary in entering into the Secured Obligations, and that any Accelerating Transfer in violation of the prohibited transfer provisions herein set forth shall result in a material impairment of Beneficiary's interest in the Property and be deemed a breach orthe foregoing covenant. & Aefaolts: Remedies. 8.1 Events of Default. Truster will be in default under this Deed of Trust upon the occurrence of any one or more of the following events (some or all collectively, "Events of Default;" any one singly, an "Event of Default"): (a) Trustor fails to perform any obligation arising under this Deed of Trust and does not cure that failure either within thirty (30) days ("Initial Cure Period") after written _ MV CONSTRUCTION DEED OF FRUti'1' LEGALUSW A 779938054 _ _IS (52nd DnveADamaane) 11 notice from Beneficiary or Trustee, or ninety (90) days after such written notice so long as Truster begins within the Initial Cure Period and diligently continues to cure the failure, and Beneficiary, exercising reasonable judgment, determines that the cure cannot reasonably be completed at or before expiration of the Initial Cure Period; or (b) A default occurs under any of the Secured Obligations and any applicable cure period has elapsed. 8.2 Remedies. At any time after an Event of Default, Beneficiary and Trustee will be entitled to invoke any and all of the rights and remedies described below. All of such rights and remedies are cumulative, and the exercise of any one or more of them will not constitute an election of remedies. (a) Beneficiary may declare any or all of the Secured Obligations to be due and payable immediately. (b) Beneficiary may apply to any court of competent jurisdiction for and obtain, and Trustor hereby consents to, appointment of a receiver for the Property, (c) Beneficiary, in person, by agent or by court -appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. If Beneficiary so requests, Trustor must assemble all property that has been removed from the Property and make all of it available to Beneficiary at the Property. Regardless of any provision of this Deed of Trust or the other AHP Loan Documents, Beneficiary will not be considered to have accepted any property other than cash or immediately available funds in satisfaction of any obligation of Trustor to Beneficiary, unless Beneficiary has given express written notice of Beneficiary's election of that remedy in accordance with UCC Section 9505. (d) Either Beneficiary or Trustee may cure any breach or default of Trustor, and if it chooses to do so in connection with any cure, Beneficiary or Trustee may also enter the Property and/or do any and all other things that it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding purporting to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien that in Beneficiary's or Trustee's sole judgment is or may be Senior in priority to this Deed of Trust, such judgment of Beneficiary or Trustee to be conclusive as among the parties to this Deed of Trust; obtaining insurance and/or paying any premiums or charges for insurance required to be carried under this Dad of Trust; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section either with or without giving notice to any person. I6- Arm CONSTRUCTION DEED OF TRUST LEGAL US w0'!'l993rp'4 (52ad Dnve Apartments) (e) Beneficiary may bring an action in any court of competent jurisdiction to foreclose this instrument or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust. (f) Under the power of sale hereby granted, Beneficiary has the discretionary right to cause some or all of the Property to be sold as permitted by applicable law (a "Trustee's Sale") by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the Property, which notice Trustee will cause to be filed for. record. Beneficiary must also deposit with Trustee this Deed of Trust and all documents evidencing the Secured Obligations. After the lapse of time as required by law following recordation of the notice of default and the notice of sale having boon given as required by law, Trustee, without demand on Trustor, will sell the Property at the time and place fixed by it in the notice of sale. At any Trustee's Sale, Trustee will sell to the highest bidder at public auction for cash in lawful money of the United States, Trustee will execute and deliver to the purchaser(s) a deed or deeds conveying the Property without any covenant or warranty whatsoever, express or implied. The recitals in any such deed of any matters or facts, including any facts bearing upon the regularity or validity of any Trustee's Sale, will be conclusive proof of their truthfulness. Any such deed will be conclusive against all persons as to the facts recited in it. (g) Beneficiary may elect to have the Property sold at a sale under the power of sale granted in this .Deed of Trust or in connection with judicial proceedings, or by virtue of it judgment and decree of foreclosure and sale (any of these, a "Foreclosure Sale"). 8.3 Personal Property. It shall not be necessary that Beneficiary take possession of all or any part of the Property that is personal property or fixture property prior to the time that any sale pursuant to the provisions of this Section 8 is conducted and it shall not be necessary that the Property or any part thereof' be present at the location of such sale. With respect to application of proceeds from disposition of the Property under this Section 8, the costs and expenses incident to disposition shall include the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys' fees and legal expenses (including, without limitation, the allocated costs for in-house counsel) incurred by Beneficiary. Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Secured Obligations or as to the occurrence of any default or Event of Default, or as to Beneficiary having declared all of such indebtedness to be due and payable, or as to notice of time, place, and terns of sale, and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Beneficiary, shall be taken as prima facie evidence of the truth of the facts so stated and recited (absent manifest error). Beneficiary may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Beneficiary, including the sending of notices and the conduct of the sale, bid in the name and on behalf of Beneficiary. Beneficiary may comply with any applicable state or federal law or regulatory requirements in connection with a disposition of the Property or any part thereof, and such compliance will not be considered to affect adversely the commercial reasonableness of any sale of such Property. Beneficiary may sell all or any portion of the Property without giving any warranties as to such Property, and may specifically disclaim any warranties of title, merchantability, fitness for a specific purpose, or the like, and this procedure _ 17_ AHP CONSTRUCTION DEED OF TRUST LL'OAL U7 W#rr`r93&i54 (`-Znd Drive ApurP,w,b) will not be considered to affect adversely the commercial reasonableness of any sale of such Property. Truster acknowledges that a private sale of all or any part of the Property may result in less proceeds than a public sale; and Trustor acknowledges that the Property may be sold at a loss to Truster, and that, in such event, Beneficiary shall have no liability or responsibility to Truster for such loss. In addition to the rights granted elsewhere in this Deed of Trust, after the occurrence of any default or Event of Default, Beneficiary may at any time notify the account debtors or obligors of any accounts, chattel paper (whether tangible or electronic), general intangibles (including payment intangibles), negotiable instruments, promissory notes, or other evidences of indebtedness included in the Property to pay Beneficiary directly. 8.4 Credit Bids. At any Foreclosure Sale, any person. including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law. Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price of the Property against the following obligations: (a) first, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary or Trustee under this Deed of Trust; and (b) second, all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose. 8.5 Aonlicaliou of Foreclusure Sale Proceeds. Beneficiary and Trustee will apply the proceeds of any Foreclosure Sale in the following manner: (a) fast, to pay the portion of the Secured Obligations attributable to the expenses of sale, ousts of any action and any other sums for which Truster is obligated to reimburse Beneficiary or Trustee under this Deed of Trust; (b) second, to pay the portion of the Secured Obligations attributable to any sums expended or advanced by Beneficiary or Trustee under the terms of this Deed of Trust then remaining unpaid; (c) third, to pay all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and (d) fourth, to remit the remainder, if any, to the person or persons entitled to it. 8.6 AonGcation of Rents and Other Sams. Beneficiary will apply any and all Rents collected by it, and any and all sums other than proceeds of a Foreclosure Sale that Beneficiary may receive or collect as authorized in this Deed of Trust, in the following manner (a) first, to pay the portion of the Secured Obligations attributable to the costs and expenses of operation and collection that may be incurred by Trustee, Beneficiary or any receiver; (b) second, to pay all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and (c) third, to remit the remainder, if any, to the person or persons entitled to it. Beneficiary will not be liable for any funds it does not actually receive. 8.7 Power of Attorney. Truster hereby irrevocably constitutes and appoints Beneficiary as Truster's attorney -in -fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate (a) to effect the purpose of this Deed of Trust; and (b) in connection with taking the measures described in this Section, including endorsement of Truster's name on any instruments. AHP CONSTRUCTION DEED OF 7RVS1 IA:OAL_GS_W g77?938054 (52n4 Drjw Apamne ) 9. Miscellaneous Provisions, 9.1 Additional Provisions. The Loan Moments fully state all of the terms and conditions of the parties' agreement regarding the matters mentioned in or incidental to this Deed of Trust. The Loan Documents also grant further rights to Beneficiary and certain of them contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and to the Property. 9.2 No Waiver or Cure (a) Each waiver by Beneficiary or Trustee shaft be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Trustor. Consent by Beneficiary or Trustee to any act or omission by Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary's or Trustee's consent to be obtained in any future or other instance. In the event of reinstatement of the Secured Obligations after an Event of Default in accordance with applicable law, Trustee shall record a Cancellation of Notice of Sale. Reinstatement of an Event of Default shall not constitute a waiver of any Event of Default then existing or subsequently occurring, nor impair the right of Beneficiary to declare other Events of Default or the right to cause Trustee to record a Notice of Sale, nor otherwise afFect this Deed of Trust or any of the Loan Documents, or any of the rights, obligations, or remedies of Beneficiary or Trustee under this Deed of Trust or any of the Loan Documents. (b) Tf any of the events described below occurs, that event alone shall not: cure or waive any breach, Event of Default, or notice of default under this Deed of Trust or invalidate any act performed pursuant to any such default or notice; or nullify the effect of any notice of default or sale (unless all Secured Obligations then due have been paid and performed and all other defaults under the Loan Documents have been cured); or impair the security ot'this Deed of Trust; or prejudice Beneficiary, Trustee, or any receiver in the exercise of any right or remedy afforded any of them under this Deed of Trust; or be construed as an affirmation by Beneficiary of any tenancy, lease or option, or a subordination of the lien of this Deed of TrnuL (i) Beneficiary, its agent, or a receiver takes possession of all or any part of the Properly in the manner provided this Deed of Trust; or (ii) Beneficiary collects and applies Rents and enforces any Lease provision as permitted under this Deed of Trust, either with or without taking possession of all or any part of the Property; or (iii) Beneficiary receives and applies to any Secured Obligation any proceeds of any Property, including any proceeds of insurance policies, condemnation awards, surety bond proceeds, or other claims, property or rights assigned to Beneficiary under this Deed of Trust; or (iv) Beneficiary makes a site visit, observes the Property, and/or conducts tests as permitted under this Deed of -Trust; or _ 4}a' CONSTRUCTION nRan M TRUS'r LECAL US W0779938054 �19 (52nd Dnvo Apaz mu) (v) Beneficiary receives any sums under this Deed of Trust or any proceeds of any collateral held for any of the Secured Obligations, and applies them to one or more Secured Obligations; or (vi) Beneficiary, Trustee, their agent, or any receiver performs any act which it is empowered or authorized to perform, or invokes any right or remedy provided under this Deed of Trust. 9.3 Powers of Beneficiary and Trustee. (a) Trustee shall have no obligation to perform any act which it is empowered to perfotm under this Deed of Trust unless it is requested to do so in writing and is reasonably indemnified against loss, cost, liability and expense. (b) If either Beneficiary or Trustee performs any act which it is empowered or authorized to perform under this Deed of Trust, that act alone shall not release or change the personal liability of any person for the payment and performance of the Secured Obligations then outstanding, or the lien of this Deed of Trust on all or the remainder of the Property for full payment and performance of all outstanding Secured Obligations. The liability of the original Trustor shall not be released or changed if Beneficiary grants any successor in interest to Trustor any extension of time for payment, or modification of the terms of payment, of any Secured Obligation. Beneficiary shall not be required to comply with any demand by the original Trustor that Beneficiary refuse to grant such an extension or modification to, or commence proceedings against, any such successor in interest. (c) Beneficiary may take any of the actions permitted under this Deed of Trust, regardless of the adequacy of the security for the Secured Obligations, or whether any or all of the Secured Obligations have been declared to be immediately due and payable, or whether notice of default and election to sell has been given under this Deed of •frost. (d) From time to time, Beneficiary or Trustee may apply to any court of competent jurisdiction for aid and direction in executing the trust and enforcing the rights and remedies created under this Deed of Trust. Beneficiary or Trustee may from time to time obtain orders or decrees directing, confirming, or approving acts in executing this trust and enforcing such rights and remedies. 9.4 Mereer. No merger shall occur as a result of Beneficiary's acquiring any other estate in or any other lien on the Property unless Beneficiary consents to a merger in writing. 9.5 Joint and Several Liability. if Trustor consists of more than one person, each shall be jointly and severally liable for the faithful performance of all of Trustor's obligations under this Deed of Trust. 9.6 Governing Law. This Deed of Trust shall be governed by and construed in accordance with the laws of the state where the Property is healed, except to the extent that any of such laws may now or hereafter be preempted by Federal law. In the event of judicial proceedings, Trustor agrees that all issues in such judicial proceedings (including defenses, cross claims and counter claims) and shall be resolved by a judge and not ajury and, therefore, to the _20. A111' CONSt'a1 ICI' ION I)MI)OF TRUST LEGAL US_W A77993 B054 (53nd Dove Ape eats) aye extent permitted by law, Truster hereby waives its rights to a jury trial which it otherwise would have had. 9.7 Successors in Iaterest. The terms, covenants, and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, and permitted successors, and assigns of the parties. However, this Section 9.7 does not waive the provisions of Section 7. above. 9.8 Statute of Limitations. To the extent not expressly prohibited by law, Truster hereby waives the right to plead the statute of limitations as a defense to any and all obligations secured by this Deed of Trust 9.9 Substitution of Trusteefrom time to time, Beneficiary may substitute a successor to any Trustee named in or acting under this Deed of Trust in any manner now or later to be provided at law, or by a written instrument executed and acknowledged by Beneficiary and recorded in the office(s) of the recotdcr(s) of the county or counties where the Land and the Improvements are situated. Any such instrument shall be conclusive proof of the proper substitution of the successor Trustee, who shall automatically upon recordation of the instrument succeed to all estate, title, rights, powers and duties of the predecessor Trustee, without conveyance from it. 9.10 Time of Essence Time is of the essence of this Deed of Trust. 9.11 interpretation. (a) Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections of this Deed of Trust are for convenience only and do not define or limit any terms or provisions. The word "ioclude(s)" means "include(s), without limitation," and the word "including" means "including, but not limited to," (b) The word "obligations" is used in its broadest and most comprehensive sense, and includes all primary, secondary, direct, indirect, fixed, and contingent obligations. It further includes all principal., interest, prepayment fees, late charges, loan fees, and any other fees and charges accruing or assessed at any tune, as well as all obligations to perform acts or satisfy conditions. (c) No listing of specific instances, items, or matters in any way limits the scope or generality of any language of this Deed of Trust, The Exhibits to this Deed of Trust are hereby incorporated by reference in this Deed of Trust. (d) No course of prior dealing, usage of trade, or parol or extrinsic evidence of any nature shall be used to supplement, modify, or vary any of the terms hereof. 9.12 In -House Counsel Fees. Whenever Trustor is obligated to pay or reimburse Beneficiary or Trustee for any attorneys' fees, those fees shall include the allocated costs for services of in-house counsel. _ ATTP CONSTRUCTION DEED OF TRUST LEGAL US W 0 77993803 4 -21 (57nd D e Apu eMe) 9.13 Waiver of Marshaliurt. Trustor waives all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to direct the order in which any of the Property will be sold in the event of any sale under this Deed of Trust. Each successor and assign of Trustor, including any holder of a lien subordinate to this Deed of Trust, by acceptance of its interest or lien agrees that it shall be bound by the above waiver, as if it had given the waiver itself. 9.14 Severabilitv. If any provision of this Deed of Trust should be held unenforceable or void, that provision shall be deemed severable from the remaining provisions and shall in no way affect the validity of this Deed of Trust, except that if such provision relates to the payment of any monetary sum, then Beneficiary may, at its option, declare all Secured Obligations immediately due and payable. 9.15 Notice . Trustor hereby requests that a copy of notice of default and notice of sale, or such other notices prescribed by applicable law, be mailed to it at the address set forth below. If any Trustor fails to insert an address, that failure will constitute a designation of Trustor's last known address as the address of such notice. That address is also the mailing address of Trustor as debtor under the Uniform Commercial Code. Beneficiary's address given below is the address for Beneficiary as secured party under the Uniform Commercial Code. 9.16 Partial Releases. Trustor may, regardless of consideration, cause the release of any part of the Property from the lien of this Deed of Trust without in any manner affecting or impairing the lien or priority of this Deed of Trust as to the remainder of the Property. 9.17 Repoitaff Comaliance. Trustor agrees to comply with any and all reporting requirements applicable to Secured Obligations which are set forth in any law, statute, ordinance, rule, regulation, order; or determination of any governmental authority, including but not limited to The International Investment Survey Act of 1976, The Agricultural Foreign Investment Disclosure Act of 1978, The Foreign Investment in Real Property Tax Act of 1980, and the Tax Reform Act of 1984 and further agrees upon request of Beneficiary to furnish Beneficiary with evidence of such compliance. 10. Subordinate Deed of Trust. This Deed of Trust is subject, subordinate and inferior to: (i) the Construction and Permanent Leasehold Deed of Trust, Assignment, Security Agreement and Fixture Filing by Trustor for the benefit of Bank of America, N.A., securing a loan in the amount of $8,820,340, dated March 1, 2014, to be recorded substantially concurrently herewith in the Official Records of Los Angeles County; and (ii) the deed of trust executed in favor of the City of Vernon to be recorded substantially concurrently herewith in the Official Records of Los Angeles County, securing a loan in the aggregate amount of $1,060,000 and any regulatory agreement entered into in connection therefor. 22. Air?CONSTRUCTION DUD OF TRUST L643.4L_VS_W 8 77993805 4 (SZMr Dnve Aparnnema) 7,q 11, Miscellaneous Trustor acknowledges that Trustor has had adequate opportunity to carefully read this Deed of Trust and to consult with an attorney of Trustor's choice prior to signing it. No consent, approval or authorization of or notice to any person or entity is required in connection with Trustor's execution of and obligations under this Deed of Trust. No course of prior dealing, usage of trade, parol or extrinsic evidence of any nature may be used to supplement, modify or vary any of the terms hereof. (Remainder of page intentionally left blank. See following pages for signatures.) _23_ AHP CONSTRUCTION DEED OF TRUSI LEGALUSw M 779938054 (52nd DnwApu =U) ys IN WITNESS W HEREOF. Trustor has executed this Deed of'1'rust the date first above written. "TRUSTOR" 52i\D DRIVE APARTMENTS, L.P., a California limited partnership By: CHBA Affordable, III, a Cal ifomia limited liability company, its Managing General Partner By: Community Home Builders and Associates, a California nonprofit public benefit corporation, its Sole Member By: Gra am P. Espley- s _` President By: 52nd Drive Apartments LLC, a California limited liability company, its Administrative General Partner By: Kasey Burke Vice President Address for notices to Trustor: 52nd Drive Apartments, L.P. 1640 S. Sepulveda Blvd., Suite 425 Los Angeles, CA 90011 Attention: John Huskey with a copy to: Community Ilome Builders and Associates 151 Kalmus Drive, Suite J-5 Costa Mesa, CA 92626 Attention: Gorham Espley-Jones Boearsly Emden Cowan Esmail & Arndt LLP 633 West Fifth Street. 70th Floor Los Angeles, CA 90071 Attention: Nicole Deddens Address for notices to Trustee: Bank of America, N.A. Community Development Banking CAO-103-04.04 450 B Street. Suite 450 San Diego, CA 92101 Attention: Loan Administration Manager Address for notices to Beneficiary: Community Horne Builders and Associates 151 Kalmus Drive, Suite J-5 Costa Mesa, CA 92626 Attention: Graham Espley-Jones AI11' CONS RUC'I ION DEED OF 1'a11S I' IAiGAt_US_W r 77W3805 (52nd Drive Apartments) M STATE OF CALIFORNIA COUNTY OF f,_ On ..�{4� before me, Anne_ txulf�e& a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the persoa(y) whose namc(B is/am subscribed to the within instrument and acknowledgetl to me that he/shaV*y executed the same in his/h Akek authorized capacity(ies), and that by his/herkhek signatures) on the instrument the person(e), or the entity upon behalf of which the person(a) 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. W CI'NESS my hand and official seal. LEANNE TRUOFREN CommisalOn 11887770 Notary Public • California Orange County ' M comm. E res MAY 12,2014+ AI IP CONSTRUCTION DRF.D OF TRUST (12nd Drive Apartments) V CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF California )SS COUNTY OF Los Angeles ) On 3/19/2014 _-before me, StevenKosek___ who proved to me on the basis of satisfa¢gry evidence to be the pens in ument and admowiedgetl to me tlfat he/they executed the same er/their signature($) on the instrument the person(s), or the entity up ment. File No: {) APN No: , Notary Public, personally appeared se name(s) is/are subscribed to the within /their authorized mpacity(les), and that by of which the person(s) acted, executed the I certify under PENALTY OF PERJURY under the laws of the State of California that die foregoing paragraph Is true and correct. WITNESS mmt!z�� Signature r" sI� EVE Or Cammhslaa 11043 p NoWy P$Nlo - Cdffwnh Las Asp lts County Coaon. B This area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill In the data below, doing so may prove Invaluable to persons relying on the documents. 0 INDIVIDUAL [,j CORPORATE OFFICER(S) TrrLE(S) PARTNER(S) ❑ LIMITED ❑ GENERAL Q ATTORNEY -IN -FACT Q TRUSTEE(S) Q GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Entity OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here is not required by law, It could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE DATE OF DOCUMENT 0.gRdJYtW W fast Mieran rills CgnpanY NalwnY CMPTeroal5aryte5 l l(3007 M E ahi it A to AIEP LEASEHOLD CONSTRUCTION DEED OF TRUST dated for reference purposes as of March 1, 2014, by 52ND DRIVE APARTMENTS, L.P.. a California limited partnership, as "Trustor" to BANK OF AMERICA, N.A., a national banking association, as "Trustee" for the benefit of COMMUNITY HOME BUILDERS AND ASSOCIATES, a California nonprofit public benefit corporation, as beneficiary and secured party, a-, Beneficiary." D£SCRIMTON OF PROPERTY Real. property in the City of Vernon, County of Los Angeles, State of California described as follows: LOTS 45 TO 53 INCLUSIVE OF TRACT NO. 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 6314-002-900 Exhibit A — Page l ARP CONSTRUL UON DEED OF TRUST IEOAI�US W r 779939054 t57 d nnv Apar nrnj Al RIDER TO DEED OF TRUST AFFORDABLE HOUSING PROGRAM RETENTION AGREEMENT AND RESTRICTNE COVENANTS (AHP Rental Project) This Rider to Deed of Trust -Affordable Housing Program Retention Agreement and Restrictive Covenants (AHP Rental Project) (this "Rider") Is attached to and made part of the foregoing deed of trust or similar security instrument (the 'Deed of Trust"). In this Rider, the beneficiary of the Dead of Trust is referred to as the "Sponsor," the truster or granter under the Deed of Trust is referred to as the "Owner" or "Borrower," and the trustee under the Deed of Trust is referred to as the "Lender." This Rider is a form of "retention agreement" referred to below. RECITALS: A Whereas, pursuant to Section 721 of the Financial Institutions Reform, Recovery and Enforcement Act of 1999 ('FIRREA"), the Federal Housing Finance Agency ("FHFA") is required to cause each Federal Home Loan Bank to establish an affordable housing program ("AHP") to egoist members of each Federal Home Loan Bank to finance affordable housing for very lbw,, low-, or moderateincome households. B Whereas, The Federal Home Loan Bank of San Francisco (the "FHLB") also has established an Affordable Housing Program Implementation Plan (as amended from time to time, the "Implementation Plan") and policies, procedures, guidelines and instructions covering, among other things, feasibility, disbursement, monitoring and modifying affordable housing projects participating in the AHP (as amended from tima to time, the "AHP Policies and Procedures'); C Whereas, Lender, a member of FHLB, submitted an application to the FHLB (the 'AHP Application") for an AHP subsidy (defined below) in connection with the real property identified in the AHP Application and the Improvements and tangible and intangible personal property associated or connected therewith, all of which Is encumbered by the Deed of Trust (the "Project"). D Whereas, pursuant to regulations (including, without limitation, those contained in 12 CFR Part 1291) promulgated by the FHFA pursuant to FIRREA (the "AHP Regulations"), members of each Federal Home Loan Bank are required to provide for the repayment of any direct subsidy should said direct subsidy or the Project or a portion of the Project be unused or improperly used. E Whereas, in connection with the Project, Borrower as "Project Owner' entered Into an Affordable Housing Program Direct Subsidy Agreement Rental Project (the'Subsidy Agreement") with the FHLB and Lender, pursuant to which Borrower and Lender agreed to be bound by the AHP Regulations and perform certain monitoring functions with respect to the Project and related AMP Subsidies. F Whereas, lender has advanced or agreed to advance the AHP Subsidy (defined below) through Sponsor to Borrower in connection with Borrower's purchase, construction and/or rehabilitation of real property described in the Deed of Trust, and in connection with the AHP Subsidy, Borrower has executed the Deed of Trust, which includes this Rider. G Whereas, the Parties desire to cause the Income and Affordability Restrictions and related covenants and reshkllons required by the Subsidy Agreement to become recorded restrictions burdening the Project as defined below. Page 1 or s LECAL Va_N'q 77993r087 a By signing the Dead of Trust. Borrower hereby agrees as follows: AHP Subsidy. The secured obligation described in and secured by the Deed of Trust represents the "AHP Subsidy" used or to be used in connection with the purchase, construction or rehabilitation of the Project. 2. Definitions. As used in this Rider, the following capitalized terms have the following meanings: 'Income and Affordability Restrictions'means income limitations as amended or modified or adjusted annually according to the current applicable median income data from time to time with the approval of the FHLB and rent limitations such that the Project undo are affordable for households with incomes at or below the levels committed to be served in the AHP Application. "Loan" means the advance or funds evidenced by the Note. "Loan Documents" means the Note, the Subsidy Agreement, the Deed of Trust, and all other documents relating to or securing the Note, each as renewed, amended, modified, restated and extended from time to time. "Note" means the promissory note secured by the Deed of Trust. "Retention Period" means the period commencing on the date of the completion of the Project as determined by FHLB in its discretion and ending fifteen (15) years after the same date. All other capitalized terms not otherwise defined herein or in the Dead of Trust shall be as defined in the Subsidy Agreement 3. Covenants. (a) Compliance. Borrower shall comply with the AHP Regulations, the FHLB's AHP Policies and Procedures, the Subsidy Agreement and the commitments made in the AHP Application. (b) Income and Affordability Restrictions. Borrower shall cause the Projects rental units, or the applicable portion thereof, to remain occupied by and affordable for households with incomes that are consistent with The Income and Affordability Restrictions for the duration of the Retention Period. The Income and Affordability Restrictions shall terminate upon foreclosure of the Deed of Trust or a senior deed of trust. (c) Notice of Proposed Transfer or Refinancing. Borrower shall give the FHLB or its designee notice of a sale, refinancing, foreclosure or transfer in lieu of foreclosure of the Project occurring prior to the and of the Retention Period at least fifteen (15) calendar days prior to the anticipated happening of such an event. Notwithstanding any other provision contained In the Deed of Trust, in case of arty sale or transfer of the Project, Borrower shall ensure that the documentation of such sale or transfer Includes a provision acceptable to Lender in its sole discretion that the Project will continue to be used for affordable housing consistent with the AHP Regulations and AHP Application. (d) Repayment. In case of a sale or refinancing of the Project prior to the end of the Retention Period, subject to the nonrecourse provisions of the Note and this Rider, Borrower shall on demand repay all principal and accrued interest on the Note in full, unless: Page 2 MB LCGAL US W9779938083 3f (1) the Project continues to be subject to a deed restriction or other legally enforceable retention agreement or mechanism incorporating the Income and Affordability Restrictions committed to in the approved AHP Application for the duration of the Retention Period; or (li) if authorized by the FHLB, In its discretion, the households are relocated, due to the exercise of eminent domain, or for expansion of housing or services, to another property that is made subject to a deed restriction or other legally enforceable retention agreement or mechanism incorporating the Income and Affordability Restrictions committed to in the approved AHP Application for the remainder of the Retention Period, (a) No Discrimination. Borrower shall not discriminate in the rental of affordable housing units based on race, religion, sex, national origin, handicap or familial status, and shall obey all applicable fair housing Ism, (f) Monitoring Information. Borrower shall provide to Lender and the FHLB, promptly following Lender's or the FHLWs request, any and all Informetlon the FHLB or Lender requires to meet Its obligation to monitor projects which have received AHP subsidies, under the AHP Regulations, AHP Application and any applicable law, in a format as required by or acceptable to the FHLB and Lender. (g) Notice of Violation; Additional Information. Borrower shall promptly give written notice to the FHLB and Lender of an occurrence of noncompliance with the requirements of the AHP Regulations, the FHLB's AHP Policies and Procedures or the Subsidy Agreement at the earliest possible date after discovery of such noncompliance, and after Borrower has had reasonable time to Investigate and evaluate the occurrence which may constitute noncompliance, but in any event, notice shall be given no later then fifteen (15) calendar days following discovery of an occurrence that constitutes noncompliance. In addition, Borrower shall provide to Lender or the FHLB, or both, within fifteen (15) calendar days following the request of Lender or the FHLB, or both, as the case may be, information and requested documentation concerning the Project and the Loan. 4. Cure Rights. Notwithstanding anything to the contrary in the Note or Deed of Trust: (a) Borrower shall have the right to cure any defaults and Lender agrees to accept cures tendered by Borrower within thirty (30) days of written notice to Borrower of such default, plus such additional time as Is reasonably necessary to cure the default provided Borrower has commenced the cure within such thirty (30) day period and is diligently prosecuting the cure. (b) if a default Is eliminated by an approved modification of the AHP Application consistent with Paragraph 11 of the Subsidy Agreement (or any successor provision) and the AHP Regulations, the default shall be deemed cured. (c) Lender shall give Borrower's tax credit Investor, if any ('Investor"), the same written notice of default given to the Borrower as required herein; provided, that Lender's failure to give separate written notice to Investor shall not Impairor invalidate any notice of default given to Borrower or give rise to any liability on the part of Lender to Investor or any other third party. Investor shall have the right to cure defaults within the time periods provided to Borrower herein, and performance of a cure by Investor or an affiliate of Investor shall have the same effect as would like performance by Borrower. Investors address for notice purposes is: Bank of America, N.A. Community Development Banking 5 Park Plaza, 5th Floor Irvine, CA 92614 Attention: Joseph Siu or such other address provided Lender by Investor from time to time. 5. Expenses of FHLB. Borrower hereby agrees that if Borrower brings any action or proceeding against the FHLB seeking to obtain any legal or equitable relief under or arising out of the Note, the Subsidy Agreement between Lender and the FHLB pertaining to the Note, the subsidy represented by the Note or any transaction contemplated P.W sd8 LEGAL US W N 7799380E 3 In connection therewith, and such relief Is not granted by a final decision, after any and all appeals of court of competent jurisdiction, Borrower will pay the attorneys' fees and other costs Incurred by the FHLB In connection therewith. The FHLB shall be a third party beneficiary of the terms and provisions of this paragraph and shall be entitled to take any and all remedies available under applicable law to enforce this provision against Borrower. G. Inconsistent Provisions. The provisions of this Rider shall supersede any conflicting provision contained in the Deed of Trust, but only to the extent of such inconsistency, No provision herein shall impair any obligation of Borrower under the Subsidy Agreement 7, Nonrecourse Provisions and Exceptions. Subject to the exceptions set forth below, repayment of amounts due under the Note or the Deed of Trust, including this Rider, shall be nonrecourse to Borrower and its partners, and Lender shall look solely to the security described in the Deed of Trust and any other security agreement for repayment In the event of default hereunder. The foregoing provision shall not relieve Borrower and, If Borrower Is a partnership, any general partner of Borrower of liability, subject to applicable anddeflclency laws, for: (a) repayment of amounts due under the Note in case of misuse of Loan proceeds as described in Section 5(s) of the Note or as otherwise repayable In accordance with Section 15 of the Subsidy Agreement; (b) repayment of amounts due under the Note If Borrower sells, transfers or refinances the Project and causes the Project to be released from the burden of the Instrument imposing the Income and Affordability Restrictions on the Project, except for release by reason of a foreclosure against the Project, (c) fraud or willful misrepresentation; (d) failure to pay taxes, assessments or similar charges that are, or are secured by, a prior lion on the Project, except to the extent this provision would result In all or any portion of the indebtedness evidenced by the Note being treated as a recourse liability under applicable Treasury Regulations; (e) the retention of any rental income or other income arlsing with respect to the Project collected by Borrower after the holder of the Note has given any notice that Borrower is in default and not applied such Income to indebtedness secured by a prior lien on the Project or to expenses of ordinary operation or maintenance of the Project, to the full extent of the rental income or other income so collected and retained by Borrower, (f) the misapplication of any proceeds under any Insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Project; (g) commission of waste with respect to the Project; and (h) breach of any environmental covenant or representation made by the Borrower relating to the Project. 8. Three -Year Tax Credit Period. If the Project was assisted by federal tax credits, and in the event that a is determined that Section 42(h)(6)(E)(ii) of the Internal Revenue Code is applicable to the Lender, and in the event that Lender were to take over ownership of the Project as a result of a foreclosure, Lender by accepting the Deed of Trust agrees that it will comply with the three-year extended use requirement as specified therein. 9. Permitted Transfer:. (a) Purchase Option. Notwithstanding anything to the contrary contained in the Deed of Trust, this Rider or any other Loan Document, the execution, delivery and exercise of the option and right of first refusal set forth P".400 LEGAL Ua W N 77993808 1 V In Borrower's partnership agreement or other agreement reviewed and approved by Lender (collectively, the "Option") shall not constitute a breach or default under the Loan Documents; provided that the Option Is subject, subordinate and Inferior to the (fens and security Interests of the Loan Documents, and that the exercise of any rights thereunder are subject to the terms of the Loan Documents. (b) Replacement of General Partner. Notwithstanding anything to the contrary in this Security Instrument, in the event Borrower's limited partner exercises Its rights under the Borrower's partnership agreement to replace the general partner of Borrower, then Lender shall consent to such replacement subject to the Loan Documents if (1) the replacement is approved by the FHLB; (2) the new General Partner (the "Replacement GP") Is (A) Investor or one Investor Afflllate (hereinafter defined), or (8) a nonprofit entity (but not an Investor Affiliate) approved by the Investor (hereinsHer defined) and such nonprofit entity and the Project meet Lender's underwriting criteria for a similar type of property in effect at the time of the replacement; (3) if the Replacement GP is not the Investor, one Investor Affiliate or a nonprofit corporation approved by the Investor, then the Replacement GP pays Lender an Assumption Fee equal to one percent of the remaining principal balance of the Note; (4) the Loan is current and there exists no event of default under the Deed of Trust or any other Loan Document, and, there exists no other event, which, with the giving of notice or the passage of time or both, would constitute an event of default under the Deed of Trust or any other Loan Document; (5) Lender receives a new lender's policy of We insurance or endorsement Insuring the continued existing ken status of the Loan; and (6) the Replacement GP pays all costs relating to the transaction (credit report fees, notary fees, recording fees, escrow fees, tills fees, title insurance premium, legal fees, and any other casts incurred by Lender, If any). In the event the above conditions are met, all existing terms of the Loan Documents will remain in effect. The obligations of Lender stated herein are expressly conditioned upon the assumption transaction being in compliance with the applicable law and regulations of all government agencies having jurisdiction over Lender at the time of the transfer. The provisions of this Section shall apply to the one-time replacement of the entity that is the general partner of Borrower on the date of the Deed of Trust, and It shall not apply to any other or subsequent replacement of the Replacement GP. (c) Definitions. In this section, "Investor' means the limited partner with the largest percentage beneficial Interest in Borrower as of the date of the Deed of Trust. "Investor Affiliate" means an entity (a) in which the Investor has a material ownership Interest, dlreclly or indirectly, and (b) whose management and business decisions the Investor manages and controls, directly or indirectly. (Remainder of page intentionally left blank.) Pages 9fs LBGAL_US_W 0 77993808 3 F Signature for Rider to Deed of trust (AHP Rental Program) Borrower/Truslor 52ND DRIVE APARTMENTS, L.P., a California limited partnershlp By: CHBA Affordable, III, a California limited liability company, its Managing General Partner By: Community Home Builders and Associates, a California nonprofit public benefit corporation, its Sole Member By - sham P. E �y-Jone�— President By: 52nd Drive Apartments LLC, a California limited liability company, its Administrative General Partner By: Kasey Burke Vice President P999 B 9r9 LEGAL US W 477993808 STATE OF CALIFORNIA COUNTY UF'.O�;QI— On before me, L&a&-yld'f�i°% , a NotaryPublic, personally appeared (a aM j�l� �¢Swho proved to we on the basis of satisfactory evidence to be the petsod(�} whose named) is/me subscribed to the within instrument and acknowledged to me that he/4h4iZW r executed the same in hi&Aw# heir authorized capacity(aes), and that by his/Uerftlreir signature(s) un the instrument the person(a), or the entity upon behalf of which the person(a) acted, executed the instrument. 1 certify under PENALTY OF PERJURY tinder the laws of the State of California that the foregoing paragraph is true and correct, WITNESS my band and official seal. Wtafy Public is - CFFEN commission N 1087730 Notary ssion � 1887 30 sorangeCounty Signature Comm. Ex Tres Ma 12.2014 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF California )SS COUNTY OF Las Angeles ) File No: () APN No: On 3/19/2014 _ before me, Steven Kosek , Notary Public, personally appeared Kasey Burke who proved to me on the basis of satisfactory evidence to be the persons whose name( i re subscribed to the within lJp¢rument and admovAedged to me thaF he(they executed the same 16 �Ifis er/their authorized capacity(ies), and that by (`(�ri�her/their signature(s) on the instrume"o person(s), or the entity upo aif of which the person(s) acted, executed the nstrument. I certify under PENALTY OF PERIURY under the laws of the State of California that the foregoing paragraph is true and coned. WITNESS my hand and official sea Signature/C�' ------------------- STEVEN 90111K Carruntnlon/1993328 NI Public • Celabmlr Los Angelis County Camta. III Jun 25.2018 e - - - This area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill In the data below, doing so may prove Invaluable to persons relying on the documents. ❑ INDIVIDUAL ❑ CORPORATE OFFICERIS) TITLE(S) ❑ PARTNER(S) ❑ LIMLTED ❑ GENERAL ❑ ATTORNEY•IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Entity OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here is not required by law, It could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW T URE OR TYPE OF DOCUMENT: NUMBER OF PAGES SIGNERS) OTHER THAN NAMED ABOVE DATE OF DOCUMENT by Hot Pmakan Tnk company M OMl C"MKel soM 1112n01 HISIT A Real property in the City of Vernon, County of Los Angeles, State of California, described as follows: LOTS 45 TO 53 INCLUSIVE OF TRACT NO. 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 6314-002-900 This page is part of your document • DO NOT DISCARD - fos 20I1II40�I28II6024 e i •(f9 i IIII (I I IIII III (IIII IIUI NI �II I IIIIII II I II III P0013 Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California 03121/14 AT 08:OOAM FEES: 76.00 TAXES: 0.00 OTHER: 0.00 PAID: 76.00 �I�Ii1�1�1911111BV.11 LEAOSHEET mninmminn 201403210270016 00008982318 IIIIIIiiiiiIIIIIiiiiii lloilIIIIIIII 006093045 SEQ: 08 nAR - Titla Company (Hard Copy) ..,........ ...'.. I..uwmnuun u...... winnnxminuiwwnwu - THIS FORM IS NOT TO BE DUPLICATED rob rurw e,o900 0 9 , z o - § U}� 12* /mv 0 \% o 00 22§ 0 _ \{ k}\) � §a! -4� ; PLEASE READ YELLOW SHEET FIRST REC_§VED G92oW%yg2Gm e_m 52NoDRIVE APARTMENTS m _Bs#r;eAVE VERNON, J _ 24 c (\® ■m- 1 to ■ \\ ! �{)\§ 0. ii LU __2-m ad)7=} o�-»>/\. ■S}/$ 2\E2 'o Za ® ■©%«)� 2\\� u:,ems ��f•!$ � [ z\�!¥! •&r,%•*>7- -a\IN #;E, ■%!« 44§2( R�§§§ ixAE8 R»0e 0 i,mo �$ B$3f* ingI B i` ®i)U § / A FIRST AMERICAN TITLE INSURANCE COMPANY Y RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: California Community Reinvestment Corp. 225 West Broadway, Suite 120 Glendale, California 91204 Attention: Renee Cooks Loan No. 9920687 ,g141 � •201g0255024 Space Above For Recorder's Use DELIVERY ASSURANCE MULTIFAMILY LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING THIS DELIVERY ASSURANCE MULTIFAMILY LEASEHOLD DEED OF TRUST, SECURUIN AGRF,FMBNT AND FIXTURE FILING (this "Instrument") is dated as of March 1, 2014, by 52" DRIVE APARTMENTS, L.P., a California limited partnership, having an address at c/o Meta Housing Corporation, 1.640 South Sepulveda Boulevard, Suite 425, Los Angeles, California 90025 ('Borrower"), to NORTH AMERICAN TITLE COMPANY, as trustee ("Trustee"), for the benefit of CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation, having an address at 225 West Broadway, Suite 120, Glendale, California 91204 ("Lender"), Borrower, in consideration of the Indebtedness (as defined below) and the trust created by this Instrument, irrevocably grants, conveys and assigns to Trustee, in trust, with power of sale, Borrower's leasehold interest in and to that certain real property located in the City of Vernon, County of Los Angeles, State of California, and described in Exhibit A attached to this Instrument, and Borrower's fee interest in and to those certain improvements to be located thereon, the fixtures to be affixed thereto, the personalty related to the improvements located thereon (collectively, the "Mortgaged Property"). TO SECURE TO LENDER the repayment of the principal of, interest an, and all other amounts due at any time under, that certain Promissory Note (Delivery Assurance Fee) of even date herewith (the "Note") entered into by Borrower and payable to Lender, including default interest as provided in Section 5 of the Note to protect the security of this Instrument (collectively, the "Indebtedness"), The Note and this Instrument have been entered into in connection with Lender's commitment under that certain Loan Purchase Agreement by and among Borrower, Lender and Bank of America, N.A., a national banking association, dated as of even date herewith (the "Loan Purchase Agreement"), upon fulfillment of the terms and conditions set forth in the Loan Purchase Agreement, to purchase the Bank Loan (as defined in -I- 3 the Loan Purchase Agreement) and convert it into it term loan (the "Loaa'� in an amount not to exceed $2,261,800.00. In consideration of Lender's commitment under the Loan Purchase Agreement, Borrower is obligated to deliver the Loan to Lender and Borrower promises to pay Lender a Delivery Assurance Fee in the event the Loan is not delivered to Lender. All capitalized terms used in this Instrument which are not otherwise defined herein shall have the meanings given to them in the Loan Purchase Agreement. Borrower represents and warrants that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to grant, convey and assign the Mortgaged Property, and that the Mortgaged Property is unencumbered, except for the instrument securing the construction loan mortgage for the Mortgaged Property (the "Construction Deed of Trust"). Borrower covenants that Borrower will warrant and defend generally the title to the Mortgaged Property against all claims and demands, subject to any easements, restrictions and other matters listed in a schedule of exceptions to coverage in any title insurance report delivered to Lender contemporaneously with the execution and recordation of this Instrument and the Construction Deed of Trust. L PAYMENT OF INDEBTEDNESS; PERFORMANCE UNDER LOAN DOCUMENTS. Borrower shall pay the Indebtedness when due in accordance with the terms of the Note and the other Loan Documents (as defined in the Loan Purchase Agreement) and shall perform, observe and comply with all other provisions of the Note and the other Loan Documents. 2. EXCULPATION. Borrower's personal liability for payment of the Indebtedness and for performance of the other obligations to be performed by it under this Instrument is limited in the manner, and to the extent, provided in the Note. 3. APPLICATION OF PAYMENTS. If at any time Lender receives, from Borrower or otherwise, any amount applicable to the Indebtedness which is less than all amounts due and payable at such time, then Lender may apply that payment to amounts then due and payable in any manner and in any order determined by Lender, in Lender's discretion. Neither Lender's acceptance of an amount which is less than all amounts then due and payable nor Lender's application of such payment in the manner authorized shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding the application of any such amount to the Indebtedness, Borrower's obligations under this Instrument and the Note shall remain unchanged. 4. PROTECTION OF LENDER'S SECURITY. (a) If borrower fails to perform any of its obligations under this Instrument or any of the Loan Documents, or if any action or proceeding is commenced which purports to affect the Mortgaged Property, Tender's security or Lender's rights under this Instrument; including eminent domain, insolvency, code enforcement, civil or criminal forfeiture, enforcement of laws, fraudulent conveyance or reorganizations or proceedings involving a bankrupt or decedent, then Lender at Lender's option may make such appearances, disburse such sums and take such actions as Lender reasonably deems necessary to perform such obligations of Borrower and to protect -2- Lender's interest, including payment of fees and out-of-pocket expenses of attorneys, accountants, inspectors and consultants, (b) Any amounts disbursed by Lender under this Section 4, or under any other provision of this Instrument that treats such disbursement its being made under this Section 4, shall he added to, and become part of, the principal component of the Indebtedness, shall be immediately due and payable and shall bear interest from the date of disbursement until paid at the "Default Rate," as defined in the Note. Nothing in this Section 4 shall require Lender to incur any expense or take any action. 5. LIENS; ENCUMBRANCES. Borrower acknowledges that the grant, creation or existence of any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (a "Lien") on the Mortgaged Property (other than the lien of this Instrument, the Construction Deed of Trust, and such mortgages, affordability and use restrictions and covenants as have been previously disclosed to and approved by Lender), whether voluntary, involuntary or by operation of law, and whether or not such Lien has priority over the lien of this instrument, constitutes an Event of Default (as defined in Section 6, below). 6. EVENT OF DEFAULT. Any failure by Borrower to pay or deposit when due any amount required by the Note, this Instrument or any other Loan Document shall constitute an "Event of Default" under this Instrument. To the extent Borrower does not comply with any term or condition of this Instrument, then, before any Event of Default shall occur hereunder, Borrower and Borrower's limited partner(s) (collectively, "Limited Partner") shall receive written notice of Borrowers failure to comply and Borrower and/or Limited Partner shall have the right, (but Limited Partner shall not have any obligation), within thirty (30) days of receipt of written notice of Borrower's failure to comply, to cure any such failure to comply. Lender agrees to accept any cure tendered by Limited Partner on behalf of Borrower. 7. REMEDIES CUMULATIVE. Each right and remedy provided in this Instrument is distinct from all other rights or remedies under this Instrument or any other Loan Document or afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively, in any order, 8. FORBEARANCE. (a) Lender may (but shall not be obligated to) agree with Borrower, from time to time, and without giving notice to, or obtaining the consent of, or having any effect upon the obligations of, any guarantor or other third party obligor, to take any of the following actions: extend the time for payment of all or any part of the Indebtedness; reduce the payments due under this Instrument, the Note, or any other [,can Document; release anyone liable for the payment of any amounts under this Instrument, the Note, or, any other Loan Document; accept a renewal of the Note; modify the terms and time of payment of the Indebtedness; join in any extension or subordination agreement; release any Mortgaged Property; take or release other or additional security; modify the rate of interest or period of amortization of the Note; and otherwise modify this Instrument, the Note, or any other Loan Document. Bill (b) Any forbearance by Lender in exercising any right or remedy under the Note, this Instrument, or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any other right or remedy, The acceptance by Lender of payment of all or any part of the Indebtedness after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of Lenders right to require prompt payment when due of the Indebtedness. 9, LOAN CHARGES. If any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower is interpreted so that any charge provided for in any Loan Document, whether considered separately or together with other charges levied in connection with any other Loan Document, violates that law, and Borrower is entitled to the benefit of that law, that charge is hereby reduced to the extent necessary to eliminate that violation. 10. WAIVER OF STATUTE OF LIMITATIONS, Borrower hereby waives the right to assert any statute of limitations as a bar to the enforcement of the lien of this Instrument or to any action brought to enforce any Loan Document. It. FURTHER ASSURANCES, Borrower shall execute, acknowledge, and deliver, at its sole cost and expense, all further acts, deeds, conveyances, assignments, estoppel certificates, financing statements, transfers and assurances as Lender may require from time to time in order to better assure, grant, and convey to .Lender the rights intended to be granted, now or in the future, to Lender under this Instrument and the Loan Documents. 12, GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE. (a) This Instrument, and any Loan Document which does not itself expressly identify the law that is to apply to it, shall be governed by the laws of the jurisdiction in which the Land is located (the "Property Jurisdiction"). (b) Borrower agrees that any controversy arising under or in relation to the Note, this Instrument, or any other Loan Document shall be litigated exclusively in the Property Jurisdiction. The state and federal courts and authorities with jurisdiction In the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the Note, any security for the Indebtedness, or any other Loan Document. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 13. NOTICE (a) All notices, demands and other communications ("notice") under or concerning this Instrument shall be in writing. Each notice shall be addressed to the intended recipient at its address set forth in this instrument, and shall be deemed given on the earliest to occur of (1) the date when the notice is received by the addressee; (2) the first Business Day after the notice is delivered to a recognized overnight courier service, with arrangements made for payment of charges fbr next Business Day delivery; or (3) the third Business Day after the notice is deposited in the United States mail with postage prepaid, certified mail, return receipt requested. -4- I As used in this Section 13, the term 'Business Day" means any day other than a Saturday, a Sunday or any other day on which Lender is not open for business. (b) Notices shall be delivered as follows: If to Borrower: 52"d Drive Apartments, L.P. c/o Meta Housing 1640 South Sepulveda Boulevard, Suite 425 Los Angeles, California 90025 Attention: John Huskey, President With a copy to: 52"d Drive Apartments, L.P. c/o CHBA Affordable III 151 Kalrnus Drive, Suite J-5 Costa Mesa, California 92626 Attention: Graham Espley-Jones And a copy to: Bank of America, N.A. Bank of America, N.A. CA4-703-01-29 Concord, CA 94520 Attention: Todd McCain If to CCRC: California Community Reinvestment Corporation 225 West Broadway, Suite 120 Glendale, California 91204 Attention: Mary Kaiser (c) Any patty to this Instrument may change the address to which notices intended for it are to be directed by means of notice given to the other petty in accordance with,this Section 13. Each party agrees that it will not refuse or reject delivery of any notice given in accordance with this Section 13, that it will acknowledge, in writing, the receipt of any notice upon request by the other party and that any notice rejected or refused by it shall be deemed for purposes of this Section 13 to have been received by the rejecting party on the date so refused or rejected, as conclusively established by the records of the U.S. Postal Service or the courier service. 14. SALE OF NOTE; CHANGE IN SERVICER. The Note or a partial interest in the Note (together with this Instrument and the other Loan Documents) may be sold one or more times without prior notice to Borrower. 15. SUCCESSORS AND ASSIGNS BOUND. This Instrument shalt bind, and the rights granted by this Instrument shall inure to, the respective successors and assigns of Lender and Borrower. 16. JOINT AND SEVERAL LIABILITY. if more than one person or entity signs this Insmrment as Borrower, the obligations of such persons and entities shall be joint and several. -5- 17. RELATIONSHIP OF PARTIES; NO THIRD PARTY BENEFICIARY. The relationship between Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Instrument shall create any other relationship between Lender and Borrower. No creditor of any party to this Instrument and no other person shall be a third party beneficiary of this Instrument or any other Loan Document, 18. SEVERABILITY; AMENDMENTS. The invalidity or unenforceability of any provision of this Instrument shall not affect the validity or enforceability of any other provision, and all other provisions shall remain in full force and effect. This Instrument contains the entire agreement among the parties as to the rights granted and the obligations assumed in this Instrument. This Instrument may not be amended or modified except by a writing signed by the party against whom enforcement is sought. 19. CONSTRUCTION. The captions and headings of the sections of this Instrument are for convenience only and shall be disregarded in construing this Instrument. All Exhibits attached to or referred to in this Instrument are incorporated by reference into this Instrument. Any reference in this Instrument to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time. Use of the singular in this Instrument includes the plural and use of the plural includes the singular. As used in this Instrument, the term "including" means "including, but not limited to." 20. DISCLOSURE OF INFORMATION. Lender may furnish information regarding Borrower or the Mortgaged Property to third parties with an existing or prospective interest in the servicing, enforcement, evaluation, performance, purchase or securitization of the Indebtedness, including trustees, master scrvicers, special servicers, rating agencies, and organizations maintaining databases on the underwriting and performance of multifamily mortgage loans. Borrower irrevocably waives any and all rights it may have under applicable law to prohibit such disclosure, including any right or privacy. 21. NO CHANGF, IN FACTS OR CIRCUMSTANCES. All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate. 22. ACCELERATION; REMEDIES. lr an Event of Default has occurred and is continuing, Lender, at Lender's option, may declare the indebtedness to be immediately due and payable without further demand, and may invoke the power of sale and any other remedies provided in this Instrument or in any other Loan Document and permitted by California law. Borrower acknowledges that the power of sale granted in this Instrument may be exercised by Lender without prior judicial hearing. Lender shall be entitled to collect all costs and expenses incurred in pursuing such remedies, including reasonable attorneys' fees, costs of documentary evidence, abstracts and title reports. if the power of sale is invoked, Lender shall execute a written notice of the occurrence of an Event of Default and of Lender's election to cause the Mortgaged Property to be sold and shall -6- I cause the notice to be recorded in each county in which the Mortgaged Property or some part of the Mortgaged Property is located. Trustee shall give notice of default and notice of sale and shall sell the Mortgaged. Property according to California law. Trustee may sell the Mortgaged Property at the time and place and under the terms designated in the notice of sale in one or more parcels and in such order as Trustee may determine. Trustee may postpone the sale of all or any part of the Mortgaged Property by public announcement at the time and place of any previously scheduled sale. Lender or Lender's designee may purchase the Mortgaged Property at any sale. At the sale, Lender shall be entitled to credit bid, or to instruct Trustee, on behalf of Lender to credit bid, up to and including the entire amount of the Indebtedness plus Trustee's fees and expenses. Trustee shall deliver to the purchaser at the sale, within a reasonable time, but in any event within 10 calendar days, after the sale, a deed conveying the Mortgaged Property so sold without any express or implied covenant or warranty. The recitals in Trustee's deed shall be prima facie evidence of the truth of the statements; made in those recitals. Trustee shall apply the proceeds of the sale in the following order: (a) to all costs and expenses of exercising the power of sale, including the payment of Trustee's fees and attorneys' fees and costs of title evidence; (b) to the Indebtedness in such order as Lender, in Lender's discretion, directs; and (c) the excess, if any, to the person or persons legally entitled to the excess. 23. RECONVEYANCE. Upon payment of the Indebtedness, Lender shall release the Mortgaged Property and shall surrender this Instrument and the Note to Borrower or to the person or persons legally entitled to the Mortgaged Property. 24. SUBSTITUTE TRUSTEE. Lender, at Lender's option, may from time to time, by a written instrument, appoint a successor trustee, which instrument, when executed and acknowledged by Lender and recorded in the office of the Recorder of the county or counties where the Mortgaged Property is situated, shall be conclusive proof of proper substitution of the successor trustee. The successor trustee shall, without conveyance of the Mortgaged Property, succeed to all the title, power and duties conferred upon the Trustee in this Instrument and by California law. The instrument of substitution shall contain the name of the original Lender, Trustee and Borrower under this Instrument, the book and page where this Instrument is recorded, and the name and address of the successor trustee. 25. FIXTURE FILING. This Instrument is also a fixture filing under the California Uniform Commercial Code. 26. WAIVER OF MARSHALLING; OTHER WAIVERS. To the extent permitted by law, Borrower waives (i) the benefit of all present or future laws providing for any appraisement before sale of any portion of the Mortgaged Property, (ii) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the Indebtedness and marshalling in the event of foreclosure of the lien created by this Instrument, (iii) all rights and remedies which Harrower may have or be able to assert by reason of the laws of the State of California pertaining to the rights and remedies of sureties, (iv) the right to assert any statute of limitations as a bar to the enforcement of the lien of this Instrument or to any action brought to enforce the Note or any other obligation secured by this Instrument, and (v) any rights, legal or equitable, to require marshalling of assets or to require upon foreclosure sales in a particular order. Lender shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided by this Instrument. -7- I Lender shall have the right to determine the order in which any or all portions of the Indebtedness are satisfied from the proceeds realized upon the exercise of the remedies provided by this Instrument. 27. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, BORROWER AND LENDER F.ACH. (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WFFH RESPECT TO ANY ISSUE ARISING OUT OF THIS INSTRUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. 2S. SUBORDINATION. This Instrument is and shall remain subject and subordinate to the terms and lien of the Construction Deed of Trust, and such mortgages, affordability and use restrictions and covenants as have been previously disclosed to and approved by Lender, and all modifications, extensions or renewals thereof, provided that there is no increase in the principal amount of the Construction Deed of Trust. Upon request when appropriate, Lender shall execute such documentation as is necessary to evidence the subordinate nature of this Instrument. 29. COUNFEBPARTS. This Instrument and any attached consents or exhibits requiring signatures may be executed in counterparts, but all counterparts shall constitute but one and the same document. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [V" IN WITNESS WHEREOF, Borrower has signed and delivered this Instrument or has caused this Instrument to be signed and delivered by its duly authorized representative. 52ND DRIVE APARTMENTS, L.P., a California limited partnership By: CHBA Affordable III, LLC, a California limited liability company, its Managing General Partner By: Community Home Builders and Associates, a California nonprofit public benefit corporation, its Sole Member and Manager By _t_ Grah1unP: Es7iley-Jnn., rest By: 52nd Drive Apartments LLC, a California limited liability company, its Administrative General Partner By: Kasey Burke, Vic sident 0 STATE OF CALIFORNIA ) COUNTY OF Drante ,,/) On t AreA 19 2014, before me, kf"Oe l-c"l re -A, a Notary Public, personally appeared !8 .Totteswho proved to me on the basis of satisfactory evidence to be the personl whose narne(y is/are subscribed to the within instrument and acknowledged to me that he/she4* executed the same in hislherkheir authorized capaci(y(3es), and that by his/herkheir signature(e) on the instrument the person(e), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY Op PERJURY under the laws of the State of Calitornia that the foregoing paragraph is true and correct. WITNESS my hand and official seat. LEANNE fauoraEH 10a Commisslon # 1687730 Notary Public - Celaamia 3 Oranos Coumy a STATE OF CALIFORNIA 1 COUNTY OF 1 On , 2014, before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose tame(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 signatures) on the instrument the person(s), or the entity upon behalrof which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY tender the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature to- y CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF California )SS COUNTY OF Los Angeles ) File No: Q APN No: On 3/19/2014 before me, Steven Kosek , Notary Public, personally appeared Kosey Burke who proved to me on the balls of satisfactory evidence to be the persons whose name( re subscribed to the within .�Iument and acknowledged to me th1�e/they executed the same usl r/their authorized capaclty(ies), and that by h( rs[Iu r/thelr signatures) on the instrumenFtha person(s), or the entity upon alf of which the person(s) acted, executed the 7insstrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ----------------- STEVEN aOSEN CannMglon ♦ 1663328 Notary Pulllo - California Las MgMss County Cantu, M Jun 26 2016 This area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill In the data below, doing so may prove invaluable to persons relying on the documents. 0 INDIVIDUAL 0 CORPORATE OFFICER(S) TTTLE(S) 0 PARTNER(S) [] LB4ITED ❑ GENERAL Q ATTORNEYAN-FACT Q TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Entity OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form, THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE - ftp�wa by flat Amuirannde rao03nY NaWal Wmo iS9 'nf20W LEGAL DESCRIPTION The real property situated in the City of Vernon, County of Los Angeles, State of California, described as follows: Real property in the City of Vernon, County of Los Angeles, State of California, described as follows: LOTS 45 TO 53 INCLUSIVE OF TRACT NO. 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 6314-002-900 (portion) Street Address of Property: 4675 5201 Drive, Vernon, CA. NOTICE OF EXEMPTION 2014 066197 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII FILED Mar 12 2014 NOTICE OF EXEMPTION TO: County Clerk, County of Los Angeles Environmental Filings 12400 E. Imperial Highway Norwalk, CA 90650 Pro 4ject Title: 52,bDrive Housing Development Project Project Location - Specific 4675 52"d Drive, Vernon, CA 90058 Deen C. Logan, negbbar-Remrd.lCounly Cbrk Ebalronlatlly tlgned by BRIJIDIE HANS FROM: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Project Applicant: City of Vernon and Meta Housing Project Location — City: Project Location — County: Vernon - Los Angeles Description of Nature, Purpose and Beneficiaries of Project: Approval of a Subordination Agreement and changes to the Ground Lease Agreement and Regulatory Agreement with Meta Housing Corporation, for the proposed housing development project at 4675 52"d Drive. Name of Public Agency Approving Project: City of Vernon Name of Person or Agency Carrying Out Project: City of Vernon and Meta Housing Exempt Status: (check one) Ministerial (Sec. 21080(b)(1); 15268; Declared Emergency (Sec. 21080(b)(3); 15269(a)); Emergency Project (Sec. 21080(b)(4); 15269(b)(c)). Categorical Exemption. State type and section number: Statutory Exemption. State code number: General Rule Exemption. Section number: 15061.02)(3) Reasons why project is exempt: THIS NOTICE WAS POSTED ON March 12 2014 UNTIL April112014 REGISTRAR— RECORDERICOUNTY CLERK The City of Vernon and Meta Housing Corporation have entered into a Disposition and Development Agreement (DDA) for the Construction of an affordable housing development at 4675 52"d Drive in the City of Vernon. The DDA contemplated the execution of a ground lease, and regulatory agreement by and between the City and the tax credit limited partnership to be formed by Meta Housing Corporation (Developer). The lender on the project has requested that the City enter into a subordination agreement and make changes to the Ground Lease and Regulatory Agreement. In general, the documents and changes proposed to be approved are consistent with customary practice in the closing of affordable housing development transactions. The approval of the Subordination Agreement, and changes to the Ground Lease and Regulatory Agreement make no changes to the project that was analyzed in the Mitigated Negative Declaration, and therefore it can be seen with certainty that there is no possibility that the approval of the agreements will have a significant effect on the Environment. Accordingly, the approval of the proposed Subordination Agreement and the changes proposed to be made to the Ground Lease and Regulatory Agreement is not subject to CEQA pursuant to Section 15061 (b)(3) of the CEQA Guidelines. Lead Agency Contact Perso Area Code/Telephone/Extension: Samuel Kevin Wilson 323/583-8811/245 Signature: Date: 3 `Y Title: Director of Community Services & Water Date Received for filing at OPR: 2014 066197 FILED Mar 12 2014 Rees C. LOW. Re9btrer-fluartlattonMy Clerk FleGronlaYly.17M by----D RECORDED DOCUMENT 6314-002-900 DOC# 14-0286018-02 � v o n g 3� PLEASE. READ YELLOW SHEET FIRST FtECEIlMD APR 1 c1Tv {?910.q, : 1"I 101 0.3N00015 52ND DRNE APARTMENTS LP 4305 S SANTA PE AVE VERNON. CA 90OW1714 oOne a E a� ora�� aByo This page is part of your document - DO NOT DISCARD - p1O 20140286018 ; `; IIIIIII 111111111111111111111111111111110 IIMINII11 Por,: R�orde,VFded In OfficI21 Records i { Recordees Office, Los A"i las County, Callfamla 4a1oa �' OX1114 AT 08:OOAM FTEE: 184.00 Ta1rn3: o.ca n11EE: o.00 naro: 1e4. 00 { I„ IIIIII I IIIIII III III I III IIIIII IIII IIII IIIII IIIIIII III (IIIIII N IIII I I III IIIIIII I IIII L EA OSH EET IIII IIII I IIII IIIII IIIII II III I161'III ISJ IIIII IIN IIIII Iill' IIIII IIII I II I I III 20140321027OC16 00000982312 IBIiAIIIAIIIIIIII' OC609J045 SEC: 02 �aH - .icte Co:ravy (Hard ^opy; llII811411Illlll�ll ,11Milli 111111111ll1111llllldl IOPII�'JVIf���IIII I� IIMPIIHIIGR'n�lll�llllirUl'VIN' u THIS FORM 15 NOT TO BE DUPLICATED 06 - FIRST ANERICAN TITLE INSURANCE COMPANY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO. Bank of Amska, NA Community Development Banking CAD102-04-04 450 B SbeaL Suds 460 San Diego. CaLfa 92101 Attention : Ldae AdmNsballonelarugar win 201/028fi1118 5��/ sta:aasssaa amsrstaa CONSTRUCTION AND PERMANENT LEASEHOLD DEED OF TRUST, wNh Assignment of Leas. and Rants, Security AgneemenU and Flalun Filing THIS DEED OF TRUST SERVES AS A FIXTURE FILING UNDER THE CALIFORNIA UNIFORM COMMERCIAL CODE. NUMBER IS 201306000012. THIS DEED OF TRUST SECURES ALL PRESENT AND FUTURE LOAN DISBURSEMENTS MADE IN ACCORDANCE WITH THE TERMS OF THE PROMISSORY NOTE AND THE LOAN AGREEMENT SETWEEN TRUSTOR AND BENEFICIARY. THIS DEED OF TRUST MAY SECURE A REVOLVING LINE OF CREDIT AND SECURES ALL ADVANCES AND R64WMCES THEREUNDER THIS DEED OF TRUST SECURES A VARIABLE RATE PROMISSORY NOTE "CH VARIES ACCORDING TO CHANGES IN CERTAIN CONTRACT RATES OF INTEREST IN ACCORDANCE WITH THE TERMS OF THE PROMISSORY NOTE AND THE LOAN AGREEMENT BETWEEN TRUSTOR AND BENEFICIARY. The palms to This ConeWckon and FomMMnl LWNlgld Deed of Tmst wnh Assignment of Lease and Rents. Security Agreement, end rlxase FI9g Oliis'Oetd of Truirl Mod as of MMch 1. 2014, are 52ND DRIVE APARTMENTS, LA., a Caibnia limited partenhry, as tnssbr (the'Tnntori PRLAP, INC., a North Carolina ocmoralion, as trusum Ohs -Trustee'), and BANK OF AMERICA, N.A., a .aerial banking Stationery. AS SUCeeffofe. trenshreea and aaog.. as 6anaPciery and seewad puny fealketiutly, Me 'SerteSoary'). The making Sammons d the parties are Set font on Me togram e pa9e(s) below. This Deed of Trust seaeres, among other lhbgs, repayment of a ban Orin -Ii OeSmrLed M Section 1.21a1 below, which Loan is made pursuant to that oetain Construction and Permanent Loan Agreement, entered into by Trumbi and Sarni (thee "Loan Agnsi meni dated as of Ore di hereof. The Deed of Tnnt and the Loan Agreement, together with all of their exhibi and all other documoras which e,riderroe, smote, or offesh isa proton M Me loan, mler9vety mnsthi the 'Chan Dooyments.' Capitalized! Some UBed alpWB and eNMNere In this Deed of TrLSt Mftp definition have the meshing, given Mem in the Loan Agreement releme d to and deaned below. Al farms not ce rned herein a in IM Loan Agreement Shill have Me meardntg given moan M Me Uniform Commerdel Code, as enacted in the SWe of Calfomia, or under Me Uniform Commerdal Code ki any other stale to Me extent the same is apploade law (p0a.dvely, We amended, expert". and in 61 from We to time, Me'Ui If a tern is defense differently 0 Article 9 of rile Li Man in another Article, ANcle 9 anal eoMd. W.N—Mrmmms r:mah ton as Pcnmi IaaMtM. o1TrW LEWl Ve. W011.38171 v �p 1. Greta In Thal and Secured obllorilons. 1.1 Grant In Trust. In wmideration and for the purpose of rental payment and penwnance of Me Secured Gbagadons (as dedried below), Truster therapy IrrevoWtly and unwnditlonaly grents, bargem. conveys, not, transfers, and assigns to Trustee, In It at for the mnent of Sweeney, 9WUl poser of sale and right of an" ad possession, of estate, right, I and intererd vddch Trustw now has w may later acquire in and In Na following property (al or any part of such property, or my noel n of or any pal of IL as the context may region, the'Plaperly'): (a) The leasehold estate created by that "Min Ground Lem wherHn thha City of Vemona mulacioal corporation CGruund Lefil Is the cuMnt lessor and Traylor Is Me wrens lessee. pursuant to that tenant Ground Lease by and bebeen Ground Lessor and Truster, dated as of March 1, 2014 (IN 'Ground Leax") relating to That cartain real woo" lotted in Me City of Vernon, County of Los Angeles, California. as more fury dampen in Exhle ttxhed hei and made a part hereof. together wind all edetlrg me future easements and right, YW , minas to a Me '"no'), together xnth HI d the fight Mk and estate of the Thus or in and W Me Ground Lease and the property, subject Userl all Will ad rights now eximng hereafter Or among Merancar, all of TrusWle right W waive. axwee, release Or consent W any wooer, exurse or release of any orovlelon of the Grout Lease Or to wnacm W allbadlM1'dlCn of the Ground Lease W my mortgage or estate superdr to Me Ground Lease W any oiler estate and all deposits made by Trusty, pursuant to to Ground Lease: together son (b) NI bWk*Vt. HrucNes and Imprevemnb now x0oul Or late to be ConHrt , on tie Land (the'Improvenenbj. Wge w wah (c) AN entice of pasony Property (including Motor one:ilhd WOO sand my soRears, Imbedded hose ln, inew owned or lawyer awulred by Truster and ahadrod W, pleoed upon for an indebdle taml a used in correction soon the Land mWor Imppvarona, together cunt all goods and Other property trial we. or Y ally bale become, so related to the Property trial an meant In them anse s under rei estate law, or May ere aMerwae e'axel under loppxbN law (each a'Fixen' cellecbvely Flduril together soon (d) a existing and luh,p asemadee collateral produced from or iboCalad to Me Lad, Including, all mine ii of. gas, ocher hydroarbons well assodatod substances sulpha n1vogen, Poll dioxide, helium end any other commetialy valuable subloance, which may be in, under or produced from any pan of Me Land, and all products processed or nboired Merrell and the proceeds thereof, and all de,heopment Mhos we creeds. sk rionts, water, whoa coupes, water rights (ellether Apeman, apprbpnetrve y,aMawm, and whether, or not appurtenant) and water Wed. external ogles oPwilay, gore, or eblps of lad, and an land lying In the !baste, ways. alleys, Pass i pesdo or Mni open or proposed. posed. in fern of or edfolntng Me Land ant Impmvamnts; together will (e) M edd'ng led fuloo entries. acbleaaea, sublerrinbiealiceness, occuparvy agreements wrlbBa9la, and other agreements of my kind ell to to use or occupanry of HI Or any potion of Me Property, whether now in whol or entered into IT Me future (Dew a'Lease ,' colonvely, Me 'Leeoee') plating to ere use and enjoymem of all or any on of the Lad and improvements (Inducing but not limped W of Isaashod same, right, tltle and merest of Thai in and to the Ground Lease, ad any sublesses), all smenemads, stenvoini pnewW, or motifiuews Moral (subject W 6ennklarye fight to approve same pursuant to the terms of the Loan Documents), and any and all guaanbes of, and security tar, lesson Performance under my and all Leases, and OF other agreements relating W w made in correction war any of such, Leans. together soHh 0) M rents (and payments in Neu of remts), royaltles, Issues, pretax, Income, proceeds, payments. ad revenues of a from to Properly, andlor at my time payable under any and all Leases. Including of rent loss Insurances percents plaeatd hands and any and all secunly, deposits rexived or to be pxNed by Throw pl/elreg to any and all Losses, and all nghb and bone% accrued, wind Drw ituennwlr CWnui and Pwmenwe Leawa W Dead W Th al 2. LEaal.UB we TaaY1].9 ci o leg archer, to Trustor under ary and all Leases (some or as coilectvely, as Me context may mgcire. 'Rensi lagethen with Of M rights to Me name, signs, "do name., trademarkstrademark applicators, ound" marks, homeless. soltwafa, and symbols used In co election with Me Land and ImprOVerllenb'. together lWth (If) All goods, materials, supplies, chattels, fumbure, fixtures, machinery, apparatus, firings, equipment, and arscles of parnnnal property of every kind and nature whomsoever, including conatantable goods, now or hereafter located In or upon the Property or any part thereof, or to W allached to or placed in or on, or used or useable In connection w any present o Mum use. enjoyment occo ency or operator of al or any pan of the tend and Improvements, whether stared on the Land or elseehere, Including by way of description but without limbmg the generally of he foregoing, all computer simerna, telephones ad blercmmunlaatbn sysleri rolevisions and Islam ion systems. pumps or pumpg plants, hmm. moment , condors argues, pipes, Moore, and flumes, and also all gas artl Necbcal appareWs (indudrg, rut not Ymited to, al electnml tramforhl axitches, switch bores, and equipment boars). cooking, Mating, cooing. air cordiuceng, spnnklar "unphent lighting, power equipment, voinlatbn. MGnentbr. refrigeration and plug apparatus, exturea and "Worries, screens. worm doers and windows, stoves. wall beds, refrigerators, attached cabinets, pandons, ovens. ranges, disposals, d irwaahers, carpeting, pianos and shrubbery, ground mamorra ce equipment, duds end <ompreSwra, together wNr all bubdng materials, goods and personal propeM on or off the Property Intended M be affixed to or Incorporated In Me Property but not yet aMxed d or Incorporated in me Property, all which shall be conaldered to Me (Masi extent of the law to be real property W purposes of this Deed of Trust', "Imay with (i) All building materials, equipment wodh in process or other personal property of any Men, whether aloud on the Land or elowel which have been or later will ee acquired for Ma purpoes of being delivered W, Incorporated Into or histaleo In or about the Land or Improvements; togetMr writ () All deposit Mourns of Trustor, excluding but not limbed M, ma Accord (b any), for isontvwers Funds Account IN any), the Replacement Reserve Account (If any), the Operating Reserve Account (if any), ant al Laat funds deposited into any such aararnt, whether disbursed or not, and Tmsb#a own hails now or later ta be held or cepoab m all such Meunls; together wilh (k) To the extent not expressly IMMWII by taw, el federal, state. and local tax pneeib, and come tax ber la related b the Property; together VIM m All rights to Me payment of money end all guaranties thereof and lodgment, Moral and al accounts. accounts receivable reserves, deforred payments, reforms of real property and personal property taxes and Oliver @funds, met savings, payments and deposit. wMotsr row or later tc be recelvM from Mind parses (including all eamesl moray sales dapaslbl or dePeobed by Tnuar wbh Mud penes (including all urTby deposits), warranty rights, corded rights, management =net. a.. contracts, construction and arrhtbdural contracts, contracts for Me purchase and awls of the Property or any part fil end -loan or other heard" commXments, devebpmeM and use rights, governmental permits ant licenses, applications, architectural and erhgire sing plain, spedfications and drowlrgs, as - bur drawings, chabal paper. Instruments, documents. promissory roles, drafts, leftere of creel! (other than letters of aeon in favor of Benefdary), latter ell soup rights (vfieMer err not Me lacer of credit is avmertced by a writing), supporting obligetons, and gars" tpanglpm, km udrg payment Intangibles. whether any of Me foregoing an tangible a elacbpric, whotr Mom from or relate d construction on the Land or to any business now or later to be conducted on it or to Me Land and Improvements generefig togaoer with (m) All insurance spades filed Me uneamed premiums thereto) and boors required by to Lean Decurnenb and as proceeds Ihoreo , and of yoceects mcluding d claims to and demands Sant bee wpaweA Gmavim ant Pew. LaoMW RW .1 nvm .3. Lean us cos naoen.p for them) of the voluntary or involuntary conversion of any of the Lard, Me Improvements, or the other property described above Into each or liquidated claim, including proceeds of all present and future fire, hazard or casualty Lawrence policies and all condemnation awards or payments now, or Later to be made by any punier body ar owes by any dour, of compatent hers0icticn for any taking or In co nnecton with any corrdermalion or emnam domain proceeding. and all causes of anion and Men proceeds for any damage or kprry, to, or detect in, to land, the Improvements, or the ether property described above or any pad of them, or breach of warranty 0 connection with the construction of the Improvements, Inducing causes of anion aM1Ung In IM carerm, baud, misrep emartmon, or rmcealmerl of a restedal lad; together and, (n) All books, records. end all recorded data of any had or nature (regaMass of the medum of recording) pelalning d, any and at of Me property described above. Indeding records refining to lenaMa under any leases, and the qualification of such tenams. and all certificates, vouchers, and older douaanents In any way related thereto, and at records relating to the applratiarl and allocation of any federal, slate, and Local tax credits or bmefils, including computer -readable memory and any mrtwuter hardware or aohware necessary to oxes, and propose such memory (colealvely, Me 'Books ant Records'); together wrm (a) All conventional tort claims Thai novl ham or hrrealter acguires Rldbng t0 my of the property desWbed above; togetherwlth (y) All scheme enbe eat! within or used in connection with any of Me property described above: together won (q) All products, accounts, and prodam (cash or non -cash) 0, additions, easements, extension. accessions add accrefi0ns to, wbbtutibns, renewals and replacements for, and changes in any of the property Counted abort, including all proceeds of any voluntary or involuntary dispoallon No cWm respecting any such properly (one" out of arty ludgmert, candemnaem crawled, or otherwise arising) and al supporting obligations ancilary to or arising in connection thareaki general lNmgibles (inWdirg payment intangibles) arising M connection therewith, and all goods, aceaunls, IroaumeMs documents, promissory antes. Oh l paper deposh accounts, wpporong obligations, and general alan,bles fithou lug payment intangibles) (whether any of Me foregoing are imglble a Mecportic), wherever located, acquired with cash social of any of the foregoing for as proceeds. Trusts (hall and nth wadren and forever defend Me above-par,ained Properly in the quiet and peaceable possession of Trustee, its successors antl assigns, agalret all and every person or genius lawksay damang err to clwm the Wad. u pry part thermt. Trustur vyrees Had any greater tide to the Pnpedy hereeear wooed by Trusto, during cite term hereof shall be sub ect rrardo. 1.2 Secured Oblioatlona. (a) Trustor makes the grant, bargain, conveyance sale, transfer, and assignment sat lath above and grams 1M settelly interest set font In Section J below for Me purpose of Nei me tolowihrq odgations (the-Sewrm Obligatensf) in audt «der of prioriy as Bendici may demrrntrre. (B Payment of all obligations at any We owing under a promissory rear (Me'Note') dated as of Mandl t, 201A, payable by Thatch m maker to the adder of Banrfr M the staled pndacpal amourd of Fight Million Eight Hundred Twenty Thousand Three Hurdled Font that 0101100 Doltars (SB. 820.040) rothe order of Beneficiary, inducing principal, nderest and at other smamb payable under Me firms of IN Note and perbmnanice of each covenant and agreement of Trustor In the Note and at motlificeions. amervrments, replaoemerea, external and demewals thereot and sulaidamon therefore, add (h) Payment and pedorraeea of at obligations of Thnder under thu Deed of Trust; and sumroe.aa.miws, Cp4tuek MC Pemba liaaioX deal Tnia d lE(Ur_Ve weI/tl9a6n]J F III) Paymant and performance of all obligations of Trustor draw the Loan Agreement. under any Loan Documents, and under the Rate Lock Agreement (t any. as sudh term may be defined in the Loan Agreement) or any rate lock agreernest or interest rate protection agreement (Such as any mdmecl rate swap agreement. International Swaps and Denvallves Asaocletan, Inc. Nester Agreement, or srmier agreement or arrangement, now existing or hereafter entered into by Truuor and Beneficiary to connection with the Lawn evidenced by the Nate to hedge the risk of variable rate interest volafillty or fluctuations in interest rates as any South agreement or arrangement may be modified, supplemented and N effect barn Nine Is tone) executed by Tnrstor an connection with the Loan; provoke, however, MA INS Deed of Trust does not serve any I -am Document or tear document, or any provision of any Loan Document Or other document, that is expressly stated to be, unsecured, and (iv) payment and performan , of all hrlure adverces and other Obligations Nat Trustor, Or any Successor in interest m Trussot and/or any other obligor (d different than Truster), or airy Successor at owassomp of all Or pan of Me Property. may agree to pay and/or perform (whether as princess, surety, or guarardar) for the bereft of Beneficiary. when a well evidences the Paris., agreement thin the advance or obligallon be secured by this Deed Of Treat. and (v) Payment and performance of all modifications, amendmenh, extensions, and renewals, however evidenced, of any A Me Sewed Obligations, including any suceessor agreements or Instruments wNch restate and supersede any agreements or instruments evidencing Me Sewred Obligations; and N) Payment ofall sums advanced by Beneficiary to extend the securlly artNe Deed of Trust or the Property, with Merest at the Default Rate as defared m the Note. (b) All persona who may have or acquire an interest to all or any pan of the Prepmty wi be rmaFamed d have notice d. Ford vAI be bound by, the terms of the Seared Obligations and wd, tuber agreement or nstrument made or entered into in connection with each of the Secured Obligation. Such temu include any promslons In the NOW or the Lean Agreement which permit barovArg, repaymant, and rebo malls,, or vAdch provide that the interest rate on one or more of the Seamed Obligations may vary from lime to lime. 2. Anignmmt of Lessor's loalfriestly,Leaslife, Surad flundsompostryllOf Rents. 2.1 Absoluls AssionmeM. Etecfive upon the rewrdetion or this Dead of Trust, Truslm hereby irrevocably, absolutelypresently, and uncondtiionally assigns, tranaers, and sofa over to Seneffaary: (a) AN Of Tmu rs right, due, and interest in, e, and under any and ai lsaaea, all amendments, exensons, renewals, m moditeallons thereat Oubject SO Benefdarys right t0 -Pprove same pursuant to the Seems of the Loan Oocmnent i and any and as guars ties of, and aawrRy for, lassoes' performance under arty and all Laasea and all other agreements relating It Or made in conneebon sixth airy of Such Leases; and (b) All Rams. In Me event he anyone establishes and exerese; any right to develop, bore for, Or mine for any Wmer, gat. oil, Or mineral on or under the surface of the Property, any sums the may become due and payable to Truster as baths or eyalry payments, and any dmhall" Of atwr compensation payable to Truster in curnedton atn Me exercise of any such tights. ahai need be considered! Rents assigned under this Seddon. THIS IS AN ABSOLUTE ASSMMNENT, NOT AN ASSIGN WNT FOR SECURITY ONLY. SEd Pee MetmeriR ConOud'wn ant ftrmrrma Leee9wN DaeC of iiae. LECaLL lA_W aAea9e1].9 2.2 Great of Llcsnes. BerMlGary hereby confers upon Trusts, a Icense (me'Llcenae) To doled snd reran the Rent, as may become due and payable, so long as rob Event of Dafo u t (ss such him is defined belmv) shall exist. Upon the occurrence of an Event of Uefaok the license SW leaned. (automatically and wiin= lattice or demand of army kmd and wehurl b,irgj to Me sd.gMCY Of Bow ary's smi under has Deed of Trust). 23 Collection and Application of Ranks and Enf es omilnt of Leases. Subject or the Uumse granted b Trudor above and Me other provisions of this Section. Beneficiary has ft nght, plower, and summit to coil" any IN W Rat, and enforce the pmnsions of any Lease. In connection will the ptdyrmrb; of m's Section. Tru tow herM, eonatltJtea ash wravocabty appdnts BMWday, Its money+nl-ac, weir his Power of sllalLution, to perform any and all of dw fsloyeng ads. g and st the Was when Banefoary in ns sole and absolute sm,retion may eo dloose (a) Demand, more", and erdorce payment of my and W Rents, and mi all check. and other payment easiness 1. related shard. IN Give recnpts, releases, and adisfacaom for my and W Rents. (c) Sue either in the name of Tmalo or in tic name of Emetically for my and all Rents: (d) Embrrr the prolalont of any and all Leases. (a) Enter Into Leases. arshlo (1) perform and Elstmarge any and all underdWrigs of Truetor or oharwlse under any Lease. Th. appointment grarded in this Section shall be demand b be a Polar coupled with an imaRas. Senddary's dgnls rasher One Sedlon der not depend an whither or nut Beneficiary tome possession of Me Properly as permitted under this Dead of Trust In Beraelyesi 804 and absolute discretion, Banetc ary may choose to coiled Reds or enforce any and el Leases either with or without taking pmaesslon of the Prosody and either In person or though a court -appointed recelver. Smirldays hods and powan under Infe 5edion are in addoon to the chat remedies When mossded for upon any occurrence of an Event of Detain and may be committed'pdependently of or cencumeWy MT any wher soon remedies. 2.4 NogS4, Al essws under any and W Lases are reeby, mevoraby i rdl0ned and noghad by Truatu to half upon and to comply van (anti wall be fully fyaladed in so dorm any ,shim or demand by BeraRtixy for le payment to Beneficiary of any rental a dher some welch may at any tans harden, due under the Leases, or for Ire pedormence of any of lessees' undedelungs under the Lease.. and lessees have rm mat be dry to inclose .nether any Event of Default has actually occurred on is men evabng hereunder o It Main TruNars consent. 2.5 Preceede Benerciary has me right to apply W amounts received by I pursuant to this assignment le on, any of the blowing n the amours. ad in th order Benefioary deems appropriate. (a) any and at Secured Oblgations, in my Oder and proportions as Beneficiary In its sole and absokna dlsdetlon may camse, and (b) me Casts and expenses of operation of the Property and collection M Rants and other sums Nat may be ncurred by Trustee, Beneficiary, andlor any recover, ndudinp but not 11 0 b reasonable attorneys lees and my and all expenses of breaking, operates, maapaning, ans manages the Property, and all other costs and charges modern to the Property: Inducing, rMhout limitation h) salYka, reel, calm ssims and wages of a managng agent. and Other employees, agents, a Indeplanderl mnaadors; (i) ones, charges, dents, statements, any other Ilene, and premkims for all insurance, and Cut the cost of all aeeratiems, renavatisss, repairs or replacements, and all expenses modem to Lking and retaining possession of the Property. In addition, Beneficiary may hold Me mama as 6lm0rhwawlnnea6 canrewlm cam wmurwm h nni o..e a"on �b- IEOAt Ue Wa>]p9et].9 1.9 securiy for Ins payment of Me Seared Obligations. Santini dial have no lobalty for any fads which It don not acbraly receive. 2,a Bewbcory Not Rnooroible. Undvl ho creumatarcea andl Bmeficary have arty oUy to produce Rent from the PropeM- Regardless of wheMer or not Beneficiary, In person ce by agent. takes actual preseasksr of the Land and me Improvement. BerMlciery, ts not and shah not be claimed! to be (a) A' rtgagee In possasskn'ser any purpose; (b) Responsible for peremoreg any of Me obligations of Me Ttustm as leeem under any base, (c) Responsible for any waste committed by lessees or any other parties, any dangemue or defective coMltloo of the Property, fir any rangllgence In Me management, upkeep, repair or control of the Property, or (d) liable In any manner for in, pe peed or Me use, occupafrry, enjoyment or opeream of eh or any part of It 2.7 lye ale gll Trusts shall not accept any daposh or prepayment of Rents air any rental period nseeeing one (1) momh without Barxlclarys excess pnor women consent Trusser shall not lease Me Property, m any pen of it except s reft in ladmbrdafine with the Loan Agreement. Trusty SW apply all Rents received by it in the manner required by the Loan Agreement. 0.1 Security Amusement The part. inland for this Deed of Trust to create a lien on Me Property, and an abwlue assigernent of Me Rents and Leases, all in taw of Beneficiary. The par4w arknoWedge Mat some d Me Pool end woe of the Rents and Lessee may be Mennlned under applicable law to be personal property or fixtures. To Me eNent that arty Property, Rents, of Lane. may be or be determined to be personal prvperty, Trui as dabtoq hereby grams to Beneficiary, as secured peed• a warty Interest in al such Property, Rome, and Leases, ec secure payment and performance of Me SeamedObligesons. This Deed el Tonal conslautn a security agreement under the UCC, covering al such Property, Rents, and Leases. Titans scant such Property Rents, or Leases and not real property encumbered by the ben granted above, and We fat absolutely assigned by the assignment set forth above, it Is the Intention of the writes ilia such Property. Rents, motor Leases at committee 'proceeds, products, offspring, name, or posts' (as dented in and for the purposes of Section 552(b) of Me United States Bankmptcy Code, as such section may be modified or supplemented) of the Land and Improvements 3.2 Fi o Totem, hereby authorizes Bensfidery, at any done and from time ec time, td ale any miti6l anancing stetements, emerdmems thereo, and continuation stmenn , wish or without the sign ate of Trusser. as audrortaed by apphcabte saw, as applicable to Me Pronto or any pan thereof. Trusser steal pay as feet and coals Mat Beneficiary may Inoue in filing such documents In public ofaes and in obtaining such record enriches as Beneficiary My reasonably requite and al other reasonable fees and costs eerlesdary bxurs In commission with perMcion of is secury Interests. For purposes of such filings, Tvstor agrees to promptly furor any information requested by Benesdary. Trisect aaio ratMes its auMonduxm for hene5dary to have fried any laid retail financing etatemmnts, anardmenrta there., or continuation sliearents !filed poor to der dale of this Dix! of Trwt Trusim hereby irrevocably cdnaetelee arM appalls Benefcary, with ful power of suctioun lam, as its taw and lawful adoney-hn-fora wed fu',i Mentionable power and euMonty in Mc place and stead of Truster to module In Truism's name any such accountants and to .1herame wed art Me wronn of Mir: Seddon, ec ill indent Mat Trustors authorization above is not suMcianl. Such power is deemed to ber corped With an interest, and is sznd D. Ms.. CosPuebn ant PeoraneM leawndr Ind N Tuat 1EOK dot We ]]BBaOq 1 f therefore Irrevocable. It any f naming sMbmeni or other document Is filed in Me records model gartering 10 personal property, that filing shal never the continued Ire In any way derfigoting from or impairing this Deed of Trust or Me rights or obligations; of the parties under it, bveryMng used In correction with the property mMlor adapted for use ttwran mayor which M described or reflected M this Deed of Trust is, and at all Mores and Mr N purposes am In so proceedings both legal a equr al shotl be regarded as parr of Me real estate encumbered by this Deed of Trust regardless of whether (i) any each item is physically attached to he Irpirovaments, (0) "net numbers am used for Me better identification of cepan epu ionent Hems capable of being thus identified in a dal conbne f herein or In arty be filed with Bernthal or (Ili) any such Rem is maned M or reflected M arty such Fnamong5 tementmgkdatanybme. Similady,lhemenbonMar wdhFinanang Bleteaentof (1) righk in or to the proceeds of arty fire andfor hazard insurance pol or (2) any award in eminam domain proceedings for a bbmg or for lessening of value, or, (3) Tmsbrs imerest as lessor in any lae.m or some lea. he rights to ncome growing out of the use mklor mvparcy of the property cohweyed hereby, whether puesam to lea. or otherwise, shag never be command as in my way merng any of Me ngMs of Beneficary as determined by MI, lnatrumem a Impugning the pnordy of Beneficil ben granted hereby or by any other remrded document. Such mention in Me Finardng Statement M mcla ed to be solely for Me protection of Beneficiary in the everd my court a judge shall at arty, time had, with respect to the matron set forrh In the foregoing clauses (1), (2). and (31. that notice of Benegclery's priority of Interest Is radishes In order to be effective against a particular class of persons, including but not limited to the federal government and any subdivisions for antity of the federal government shall be fled in the UCC records. a. Effective ass a and Construction 1111draggil This Dead of Trust canstiWles a finaricig statement filed as a %aura fill under the applicable section of the UCC, covering my Property vital now Is or Mier may become fixtures attached to Me Land or Improvements. This Dead of Trust shalt afro be a%ectve as a financing sdtemeM mverm, as-earaam coloerel (including oil and gas), account, and general mtangibses under Me UCC, which cal Ire financed at the wellhead or minehead o1 Me wells or mines Warm an the Land and is to De fibtl of record In the real estate records of 6aai county canes any pad of the Lam is situmal. This Dead of Trust shall Is. be effective as a financing atatemem covering any other Property and may be filed in any other appropriate filing or recording office. The malling addre. of Trwsla M the adtlress of Tmator set forts at the end of his Deed of Trust. and Me artiness M Beneficiary from which Information mncemsng the seemly trtresM hereunder may be compact is the address of Beneficiary sal forth al the mtl of this Dead 0 Trust. A carman, photographtp or other reproduction of this Deed of Trust or a my finmang statement he aded to this Deed of Trust shall be sufficient as a financing statement for arty of the purposes mlarred to in this Section. This Deed of Trost as also a'ConsYuctior Mortgage; as defined in the UCC to Me extent it secures in obligation ncurred fa the construction of an improvement an the Land (In"" Me acquisition cast of the Land), or the rHmancing of an obligation Incurred for the construction or an improvement an Me Lard (Including the asmismon cast of Me Land), G Riuhb and Duties of the Potties. 5.1 Reoreeantiti" and Warrendale. Tmstor represents and warrants that, except as previously disclosed to Beneficiary in wsFing. (a) Tmslor is indefeasibly seed of am lawruW possesses and holds good and mallet lemehold fitle m all M the Lem ant fee simple title to the Improvements, unless arty portion ot TmstoYs present inlamsl in the Land M described in Exists I A as a leasehold interest, in which awe Trunor lawfully possesses and holds a leasemld imerest in such portion ul Me Land as .bled in Extdb,t and Trusla am Its successors and assigns warrant and shag forever defend file to the Property, subject only to such exception. am condifions to idle me dmaoary has appraed in its sole am stee a dbcredon (Me "Permitted Title Excepiimpl (and ads later such encumbrances approved by Berefidary in ranting), unto Trust" and Themass suaressore and assigns against the claims and demands of all persons claiming or to loom the same a any part thereof, taro Ghe Mamrvfi¢ Coushadbn and Panurs. waned bees of Tom WUxL_us we 1JWae1Ta (C (b) Truster Fes the full add printed dealt. diet, and adhority, to encumber Me Property end aeeign the Renal; (c) This Deed of Trust creates a rim and prior lien on ale Property free and dear of all tens, etv:umbrances, and Balms shsscever, subject only to tie Permitted T& Exceptions; (d) The Property includes at property and righnc which may be reasonably necessary or possible b promote the present and my reasonable funure beneficial use and erg'mymem of the land ant the Improvehmems; (at Trvstor owns any Property which is personal property has and clear of a0 Fens. enewhimanoes. and claim. ahalecever, as .11 as any security agreemards, rssarverse- of ids, or conditional Islas conmada, ant mere is no presently effective financing observed affecting sudr personal property on file In any public office nor is any of such persorul property subject b a seemly interest having prionty over Beneficary a priority to the came Mod ml wdh rapped to pour indebtedness, if any, approved and pemdW by Beneficiary as a Permitted Title Exception and Trvstor has the right W convey and encumber such property and will wanard and defend such property against fire charms of all persons and parties; (J) The Property has finntage on antl direct access far ingress and egress to publicly dammed seems; (9) Elaclrioty, (antl gas, I available, water iacilihes, sewer taceties and arty minor necessary udlMes are, and al aF tines hardener shall besystems in suficlem company b service Me Property satstecbrhy and any eaeamems necessary to the boomerang of such mines are or will be grantee and duly rewrdea: and (h) Trustor's axed legal name, and, If Tmalr Is not an Individual, orgmlxatlonal Idmdficeton number ('d any assigned by Tmslr'a state of incorporation or organization) are correctly set Ruth in into Dead of Trust If Truelor is an individual. Tn mtVnt princpal Now. has for Me preceding four months bean arnd sill Variants, to be (unless Trvstor Tables fleneficfsry, of any change b writing at least thirty (30) days poor to the date of such change) Me address of tie principal residence of Trosbr as set font at the Ina M Mrs urea d cruel. t Truator ra rro1 an V organized Truund is an lead M of ima type feat nd e an umay paragraph entity) s iDead of Tau in or organiz a under me laws y fire atete a gervatl in me Inbsdudory paragraph of this Deed of lam If Trusty is r umegid in entity (indu tort a general of Deed it is organized untlar al laws of hn alas chief n me ce and ry paregreph no Ms Dried o1 Trust. al Reds donno place of euarnesa ant clllef exetutlf office end Me plsor where it keeps cis Trusts antl n add has fin me pbe onle bur openma iss a less, Me entire prod in se d, 0ee t Truster) been antl wto cantata b such h c a n Trooper dress Beneficiary of fey change in ofg as v least Trust. (30) tlaya poor to me data of ouch Change) the address of Tmslrr set Rent al Me and of rots Deed r(Tmst. 52 Taxaa and AstsaamanR. (a) Trrrdnr shall pay pion to detnquency all tapes, levies, charges and bereavements, including assessments on appstenam water stock pnctvidualty and collectively, an 'Impoamcn ), mpoee l by dry public or quae4public sulhority or silly company that are (v If net paid, may become) a hen on at or Pad of Me Property or any Merest in 1, or mat, t not paid, may cause any decrease in the value of Me Property or any pail of l t any Imposition becomes delnque d. f3enetdary nay require Trusty to preaem evidence Mat it has been mom in hrh, on ten (10) idi wmten nonce by riendldery M Trusfor. Notvdmesmfirg the foregoing provisions of this Section, Tru bur may, at IN examnss, contest Me validity or application of ant Imisosrton by aplaoprine legal proceedings promptly writialed and corWucled In good Rath and with due dlldgmee. Provided that p) Beneficary is resse ably satoted Mat reruns, Me Property nor any pert Mered or interest Mercin cum be in danger of being add, toddled. or bat u a rewe of such contest, and (ii)Tmator shall have posted a bond or lumierred after security as may be secs aide fandrerts Gpmhrtltllm ant Pandermt Leapenw4 Mad IXTMI 9- LEWwvW-WRT]RgBIJA maadnbYy encased from whe to We by Bernell and pros further tbal a at ary time payment of any obligation enpolnd upon Truster by Mrs Section becomes necessary to prevent a lien furectosae sale or NrhiMre or loss of Me Property, «any part thereof. than Truator must pay Me some in su do ent lane to pro.t aural sale, limhaMh, «loss. (b) Polurdng an Event of Detasal. Threor shallupon deco of Beneficiarypay m nl* to BeMuay an amount suffichal as estimated by Behrfourry, a a«unuloe Me sum recueetl W My they (31D) days prior to the due doe thereof the annual coat of any real property taxes and any assessneras « other Impositions and end estimated was Premiums for baud and other requred assurance on the Property. These funds Wet be held by Beneficiary (and may be commingled real other funds of Beneficiary) without interest and wil be released to Trul for payment of Impositions and Ytsurance permonne, or directly applied M such mats by Beneficiary, es Beneficiary may eloot (c) Nolwithslardag anything to the contrary in subsection (b) above, it a property tax resarvo account Lases and insurance teserve account. or similar reserve for real property taxes p required pursuant so Me tents of the Loan Agreement or other Loan Doaments, Men If and at all such Berens as such reserve a required pursuant to Me tarns of the Loan Agreement Trusror all pay W Beneficiary the reserve deposits, including. It applicable, any Initial reserve deposit and any morNYy or Periodic reserve deposits, as des<rthed an the Loan Agreement or other applicable 1 can Docurre net and aF terms and conditions sal fudtr In therein healed to such reserve shall apply and are herein i curporated by relver nn. S.3 Performance of Secured Obligation. Trust« shad promptly pay ant perform sent, Brouster Obligation In accordance with it. terms SA Van Cremona. and Encumbrances Trost« shall enmeelnely discharge arty Dan can the Proon secured Mar Beneficiary has not o a he. conae't or e c uniting. Trey shall pay v.T«r due may obligation llorpby or Property fo a Yen, charge, « enwmbrance ,form row does « leto may efoLAd M all or part sacredness tier Property le any inte f Tr us . wheher Me Fen, charge, or y right ranee k or W voJd M union hlinement cnth Deed of Trust Tms Section is subject to arty d! ne granted M Trust« in the Loan Alinement to s Mcon In good tint claims and (lens for lab« done end mM icemis and aeMCea hlmahM In and connection With heed construction c pti finsne, and Truateddi shall pa)', pa'YOmI ant observe al oblramiona under arty to con rl Escoption, antl Will runt motley «permit modification of tlrwn wMoN Beneficary i psi« wditen wnseM. 5.5 Domedn aM h s.. end C.n&. tin Prom . (a) Truabn hereby abspMely and irrevocably assgna for Beneficiary, and aWho.. Me payor to pay to Beneficiary. Me following claims, wuxs of action, awards, payments, and rights to payment (whether a aserded or to be awarded or ahich may be awarded because of judicial action, poste action. settlement or compronal of All awartb of damages and MI other c«teeremor, payable directly or Indirectly because d a condemnafidn, proposed condemnation « taking for public o «irate use which stands all or Part of" Property or any interest a it and (0) Al other awartlecalms, also causes of action areal nut or any warranty affecting all or any pad a the Property, or for damage « nl to or detente in valaa of all or pars of the, Property, or my idetest m a: and (Si) M phl of any insurance poi payable because of lass sustalnM to all or part of the Property, enricher or not such insurance policies are required by Beneficiary; and (w) A interest wE¢h may anxious on any of the foregoing. Some Owen am Cpr6ingnm ant Pamanmt LeioM] DveE «TN>' a (b) Trader MWI immediately roll Beneficiary in wiling if. (i) My damage occur, or arty Injury or lose a suslWin to all 111 part of the Property, or any action er proceedrg missing to airy such damage, injury, or loss is mmal cod; or (a) My offer Is made. or any i dbn or proceeding Is threatened or commenced, vMch metes is any actual or proposed mndemnation or taNng of all or part of the Property. (c) a Eissefici dy chooses to do so. Beneficiary may Of as own name appear In or prosecde any scion or proceeding b errforce any Mae of action based on anowry, or for damage, injl or loss M all Or pan of gar Property, and Beneficiary may make any compromise or segM of the silo. or proceeding wgh reaped to it. bill and intends. Beneficiary, B a so chooses, may paniopate in any action or proceeding mutual b comdermumon or taking of all or pan of the Property, antl may join Truser in actual any loss covered by insurance, and In wnnamem therewith, Beneficiary, shal have Me right to be represented by counsel Of Its Choice. (d) All proceeds Rheas assigned! debris and all other property not rights vadoh Trostor may receive or be without to shall be paid W Berfeficiary. in sol instance, Beneficiary shall apply coot proceeds first towab reimbursement of all of Senefio sys costs and expenses of recovering Me proceeds, including reasonable attorneys' teen. If, in any balance, early and all of the fdlovdng ondNorfs are satisfied in Beneficiary's reasonable judgment, Beneficiary shall permit Truser to use the balance of such proceeds (the -Net Claims Proceei to pay ones of repairing or reconstructing fife Property in the manner dismissed below. (i) The pars and apeciriwtiora, rod breakdown, mraWoion mntrad. corobuction Schedule, contractor and pamorn and performance bond for fife work of repair or remnstruclion stral ell be reasonably aacaplable to Baneficary; and (ti) Beneficiary shall receive evidence reasonaby sdMI to It Mad agar repair or recdalructlon, the Property vaub be at Mast as valuable as it was Immediately before the damage or mndemndion owrrred, and b Mat orb add notwllhstarr6q any other provision of Me Loan Documents, Beneficiary may order an appraisal from an appraiser acoeptebM b Beneficiary, the at dwAirM shelf he home by Trurtoc aM (in) TM Net Claims Proceeds (together vdh Me net proceeds of any rergxl Interromon Insurerrce and reason iby projected moral receipes during the repair or remnslmGgon period) shall be sufficient in Berrefciary's determination to pay for Me trial cost of repair or reconstruction ncbding all associabd deysbpmert coda and interest and otlar sums projedad to be payable on Me Secured Obligations uml the reply or remndructlan Is complete; as' TNator shall provirk he win funds In an afrroud equal to the difference, beaveen the Net Chinos Proceeds and a reasonable "broads, made by Truster and found isomphbM by Benehdmy, of Me total cost of repair or recondmcdnn; and (rv) Unbu otraminua agreed to by Beneficiary, Beneficiary stag receive evidence alMfacbry b it Mat, after the repair or reconstruction is complete, fit all nonrelmandal leases acceptable to Beneficiary will confir oe (or a repacement therefor reasonably, satisfactory, to Benedetti immetatd3' commences); and (2)the Property will continue b towns in substanduly Me New manner, and all generate the same dad service coverage as Immediately Were Me damage or condemnation occurred; and 0) Bedell shall be satisfied that the repab or donmWeetion can be complaint press b the metunty data of Me Note; and Satl o e (padm nb Cameroon, and Pormmera rtumned Oea] d Ties LfGalta_W f 71103817 3 13 (w) No deli or Esem of DNanit (as palmed in Me applicable document subject At appliceble notice end ewe parict s) real have owned And N pontnung under this Deed of Trust , the Note, the Loan Agreement a any other Loan Dowerent. If Beneficiary, finds Mat sure Wardroom have been met, Beneficiary shall hold the Nei (chins Pmceeda, and any funds which Trustor is required to provide, in an account ON shal disburse them to Trustor M pay costs of repair or reconstruction upon presentedi of evidence inestimably satisfactory to Berpfidary Mel repair or reconstruction has been completed satisfactorily and mi-Ime, Including partial profiles, payments of Net Claim proceed, from time to tie. in accordance with a cObl txeakddwT apansi by Benefcery and Me same procedures and subject to the xme condMons as are set forth in the Loan Agreement for Loan dishursemenm. However, t Beneficiary finds Mat one or mo,e of sudl conditions have not been samaded. Sme idary may apply the Not Claims Proceeds to pay or prepay soma a all N Me Sewed Olrigatrov in such proper and props as Serrehciery may determine. 0 without affecting Me lien and security Interest created by this Deed of Trust, (a) Notwithstanding the foregoing. in the Quart my govemmenll agency or authority shall mcasm, or commence any proceedings for. Me demolition of any pullongs or sW comm conprtsing a substantial part N the Improvements, or ehafi commence my proceedings to condemn or otherwise take pursuant to Me power of summers domain a malarial police of the Land or Imhproy9mente. Beneficiary may, at to aplin, declare the $*cured Obligations to be enmetudeiv due and psymus and Apply arty c.dd mnptim awed., proceeds to Me Se pied 01:e9atona. (y Truster hereby specifically, uncondMmsky, and trey«auly warm M right N a property owrmr granter! under any applicable law that provides for allocation of condemnation proceeds between a property owner and a tenhdldea and any other low or succesSW Amore of wmXar Import. Is Suraty Bond Proceeds. (a) Trusts- thereby absolaey and irmsoc Ny assigns to BeneRCary. and Authorized Me payer to pay l Benefic rry, al payments, rights to payment and AN other compensator payable, dirsetly or i di ictly, most any payment, performance, or other bond (each a'Sur" Bond] rutted to, or issued M Guro nction with, Me cenetmetim of arty Imprdvamehta or Me performance of any ads, related to the Property or any Imeran in t, whether or not such Surety Bards an required by Bmefidery. Of Trump, shall Immediately hotly Boneftlary n writing a III My thmalned or actual default or breach N any obligation under arty Surety Bond: or (il) (Any action a dacllen, including a treadh by any con"cil r under their contract (If applicable), Wench would give tx M the obligation N Me payor/svey, to pay my sans or pefom any ado pasuard to the terms of any Surety Bond. (c) If BsmeficiarY choose, to do so, Bermili may In is own name appear In or proeeene any Actor or proteMing to enforce any resume N actlo, based on any claim under a Surety Bond, and Beneficiary may make any compmohist or settlement of any sudM action or proceeding. (d) M proceeds N these assigned payments, 1" ro payment and compensator oayable, directly or indirectly, under any Surely Bad which TruNa may Wish. or be erttted to, shall he paid to Beneficiary. In each mitlnce. Bermi mail apply such proceeds first toward nuimbumemml of all of Benafldary's cods and exp rnres of renovating the procei including reasornade attorneys' fees. It Tnueto, denims m use Me balance of such proceeds (the 'Net Bond Proceeds') l pay Me mate of completing AN or a pan of the conaMsoum of certain of the Impnommeme, and each and all of the fuldWrg conditions are sadsaed in Senefdary's reasonable judgment. Beneficary army commit TmAor to pay such stets, of construction, in Me manner descnbed below raw nave Ad "War CwaN9m cud nwmMMl lem'iom Der] Al True 12- LEAN�� W t TWaatf 3 1t (i) The plans and rpecificaaons, mat unakdoen, raumsecon contract linqudYp any repiacamast corded), c.o.wiclon schrouk (inducting all reomons months), contracmr (Ndudmg any replacement contractor), andrf repaired by Beneficent, any epecement payment and performance bond Tor the coretruo:oo wura, shell all be a¢cpable to Senelidary; and (A) To the extant allowed pursuant to the terms of Nis Surety Band, Beneficiary shall have approved any replacement contraclose); and (G) Beneficiary of recewe Moderate satisfactory o t Na< after me construction is complete, me Properly, would be, at bast as soandola se, it would have been r completed pursuant to the original COMtruCIAM CONZAM AN rip Net end and notydNabhang any other orovisons of Ne Loan Documents, Beneficiary may order An appnhal from an appolser acceptable to Beneficiary, me cost of which snail be borne by Truaton and (w) The Net Bond %oceeaa shall be sufficient in Beneficiary's deandnalbn o pay far aw total mat of the Applicable consetr bon, Including al associated development costs and in(e,est and dha sums protected to oe payable on the Secured Obligation, alit pre ApWmble construction is complete, or Trusror shah provide to own fiords in an amount aauaf d Me dMerence beMeen to Net Bond Proceeds and a reasonable edtmate, made by Trustor and found acceptable by Benakiary, of Me total cost of such construction, and (v) Beneficiary shag be wfisfied Nat to repair a remnstnuctnn can be com~ poor o he maturity date of Me Nate: and (vi) No default o- Eee,t & Delaut (a. defined Io he appnabl. document. wgera o applicable raise and cud "was) shall have occume l and be conbnu ni, under Nis Deed of Trust, the Note, the Loan agreement Or any dome, Loan Document If Beneficiary fells that such conditions have been met Beneficiary shall hod the Net Bond Proceeds, and any fonds which Thereof Is regied to provide. h a me,-Imereat-MaWg account and shall disburse them b Trashier to pay costa of conahucaon Lyon presentation of evoenoe reasoMbly soh er, ory W Baoeidiary, that me construction has been compleed satisfactorily and Iien-tree, rndudig papal progress payments of Net Bona Proceed. fan rime to area, in *=Man. women a cost bnekdowr approved by Beneficiary and me some p ice doem, and subj d to he same conditions, as are in forth it Me, Loan Agreement for Loan aneunamente. Howson, a Bawivary fends Nat one ur mare of such contlinons have not been satisfied. Beneidery may apply Me Net BOM Proceeds M pay Or prepay some or AN of the Secured Obligatlons in such order and proportional; as Benaidery may Moose, 01 wNout Sect ng the lien and scanty vilaoar coated by hie Do" of Trust. is) NaNaheundirg anyddng ,or, h are cuaary. A me etdera NM any of me tome of ma, Saloon control .vim the terms of any Surety Bud which has been approved in whing by Berrefidary. Me tw r. bl scan Surety Bond shall control. e.7 Malm mnde andPosanatlon of Pmm . (a) Trusla shall insure the ProtxM as nau'aed by this Loan ygrearn" arld keep me, %cpaty n good cdndiiar and repair. (b) Tnslu WN rat raise or complain the Pr,moty or, any part of it a altar, restore or add b Nis Property, or Mare or allow any Wage in any zor ng or other land use classification ~ afleefs Me Property or any part of h, except as perntbed or required by the Loan Documents or men Beneficiary's exposes prior women consent w eachinstance. swd ddre Aaaeewws a.s+nlLc w' w.t Gernerere LenRW Crew of Tons i IEpI.L}la WM ]]9abll] 15 (c) If at w part of the Property becomes damaged or destroyed. Truster shelf promptly and eamplolely rapes enter restore the Property in a good and vwrkmanl�ke mother in accordance won Sound Wading practices and nMSMStendmg She unavailability (for whorki mamas) of assurance prop nds from any Property insurer: owee , however, No subsection is subject to to provisions of Reckons 6.6 and 5.6 above. (d) Thai shot mat commit w allow any ad upon or use of the Property which would nolete'. pl any applicable law oroMer of any govemnental alhwiy, whether cow esisling or lalor Ia be marled and whether foreeMn or unhaeseen, w (rl) any public or ornate w"ro rt, cwrdiean, retention or equhable sercitude a5eeing me Property. Trustor Mall not Wing w keep arty aroAe w an Pro" or cause or allrw any condition M exist w it, f Met could mandate or would be prohibited by any irewance coverage required to be maintained by Trustor on Me Property or any pad of It under She Loan Documents. (a) Trustor Mall mat cornet or allow waste of the Property, including Moog rows w ormadwa characterized mow the Lom Agreement as waste that az 6e out of Haiirdwl6 Subhuman (M aml, farm is defnad to Not lumen Agrosmerd). M Tnntor " perform at other Sea wish from the character w use of the Property may be reasanaby necessary to maintain and preserve its value and utility. (g) If any pat of Tmstor's Interest In the Property is a leasehold Interest Trustor shot observe and perch,,,, at obligation of Truster under any each lease w losses and shall retain from thoung any actions p othVk d by ary lean a loans. and Trustor Mall wesane and protect Such, lessened estate and its value. (h) If any a meson or right of my appurteriarl o, or recorded apreartrent w iclr benefits, the Property meta of Is hereafter entered Imo. Trustor shall perform he obtgations and duties under such easement, right of way, or agreement, and shall take all such means as may be necessary m prevent suet easemerd, right of way, or agreement from being iemrinabtd fat Traitors narpxformance. Trainor 'nrenax a ly appoints BervI cim, hs morneyiFfact with fall power of subOM n. for Me purpose of performing any act M be performed by Trudia under any such easement, dgM of way, M agreement, such power deemed o W coupled wilt an interest and therefore movocable. 5.6 Tmetefirs ACCBabmae of TMt TryatM accepts an malt when No Deea of Tryst s reconjoal 5.9 Relessea Exhinvilim Mollllcall". And AdIdidared Stiou (a) From time to time, Sensficwry may perform my of the following acts without inesmrg my hati or Im ag her" to my person: Release any Person Rolle for payment ofmy Secured Obligabon. or Of Extend the bme ter payment, or otherwise Star She tame of payment, w any Serowe, indication, w (iil Accept adomond real or personal Property of any had as Sa m^ fey any Served Obligation, who evkericed by deaths of oust mortgages, secudty, ogre er arts w any other instruments of sec arty; or (Iv) Alter, substitute w release my property Seeking the Secured Obligations. Sbtl4rw 1pNMrb Ca,awam NPermava W Wrotlpea UTam -Ie- LEaAi-tl6_wan 17.3 Ind (b) From time to nine, when requeafec to do so by Bmefiaa7 in wing, Trustee, may perform any of Me 1Nawing ads wilhoul inwrriig any liability a giving notice to any parson: Como l to the malting of any pied an map of Me Property or any part of It: n Jim in goinflep am easement or >eMing any reslricron affecting Me Properly: or (i) Join In any subordination or other agreement affecting Mis Deed of Trust or the Pen of it; a (a) Reconvey the Property or any pan of it mftut arty, warranty 5.10 fiseemevanee: Release. When all of Me Somired Obligations have been bald and performed In fuland no further wmm0mek to extend credit continues abler Me Secured Obligations, Men (erupt a Me event expressly provided herein such respect to Me survival of any indemnifications. relxesematlona, wanantles, and osier nghb ve li are to con roue fdlosing Me needed or rewnveyanse hal Trustee shelf reconvey Me property from the Pen, secvrlly wommet. convoym.as and auignmenk herein. and Mrs Deed of Trust and a1 promissory rates and uveMenanb enderung Me Secured Obligations shad be Mined W Me appropriate parry a parse,. My such reconveysnce shall be vdMout vv er ardy M Me person or persons legally nodded W it. Sla i person a panel marl pry coy costs of recordation. Neither Beneficiary mar Trustee shall have any duty to delamilne day nghb of persons claiming to be mi grantees of am reconveyance. 5.11 Compensation. E I d indemnification (a) Trustor agrees to Pay fees hi Me msslmum amount legally permitted, a reasenbk fee, as may be dhafgal by Beneficiary and Trustee seven the law aovides ra maximum for fa airy services Va113anaflciary in Truetee may render n connection inch this Deed of Trust, ndud`g 9enei a providing a statements of tie Secured Obligations or Tmstbl rendeNhg of services in wnnection wdh a release a awnveypeae (full or psyme). Tnnta droll aso pay or rafrnbursa A of Banaficiaryb mil Touchers coals and espanaes eshidi may be incurred in rendering any wcly surname. Trustor further agrees or pay or rarmatir,e Beneficiary for al costs, excenses, and other advance, shkh may per Incurred or made by Banefidary or Trustee in any effort 10 m once any, term. of this Dead of Tfust, Including Me everdve of any rights or remedies aflortletl to Beneficiary or Trig lea of bath of tlwn under the remeMes "coon below, wnetMr any lawsuit is Pled or nob or in defending any error or procaedeg pending under or meeting to Ohl. Dead of Trust, nodding reasonable attorneys fees and other legal costa (sTich may mortuda reimburumant for the allocated coats of uhhouse cDwW used by Beneficiary and/or Trustee to Me extent not pmlab¢ed by law), costs of any Trustee's Sae (as described taker, any judicial foreclosure of IN. Deed of Tree, and any curt of evidence of Me. If Sanetlrlary, chooses as dispose of Properly through more Man one Trustu"s Sae or judicial foreclosure, Trusts area pay al costs, el sanays, or other adva,ces toe may be insured a made by Truetse or 130M Clary M udi of suds Trustee's Sales mjudicial foreclosure adbna (b) Beneficiary Aral not be directly a indirectly 0able to Truster or any offer portion as a conaequenee nary elf the follow (1) Beneticiii exadea of of hurne td uareas any nights, fanatllea or powers granted a Befa6uary M this 000 of Trust; M Benaficul bier or refuel to penonm or discharge any obligatico ar fertility of Toaster uda any agreement raced W Ile properly or under this Used of Trust; Ural Onw Nam r. LmeWam moor %rrner LruMde Owe NTest LEGPL_US Wa1)B.3Ar].3 c7 (ill) Any vast. committed by base., of the Property or my o irsr parfin or any tlangerom or detective condition of the Property; or (M My bad seamed by Tnabr or my had parry realfing from Berefidary's halees to ease the Property, or from any other act or common of Beneficiary In opanbng or maraging the Property, alter an Event of Daiwa. unless the loss his caused solely by the genes negligence of Wilful mucalrM of Beneficiary. Thai hereby depreaaly waives and releases all habilily of the types described above, and Si mat W such lablily shall be asasrhd against or Imposed; upon Beneficiary. (C) Trustor aging 0 indemngy, defend, and hold Trustee aM Beneficiary hamlet. for, from, and against, also relmbuae them for, all lasses, damaged, liablllbal chums, causes of action, jWgmenra, penalties, court costs, reasonable abomeyV fees and other legal expended and expenses of Professional can ntrumea and experts, caal of evitlance or bite, cost of evidence of value, and ohs crash and experaes, nduding the uhdroa l a any such maser, a rodp4g mom arising our of, w healing, solely from Boafidary's or Tnustse's, as he case may W, gross negligence or vdlful misconduct, which either may suffer or Incur n In performing any act regWred or permitted by this ().ad of Twat o any of Me other Loan Documents or by how Because of my ranked of Tmamr to pe'form any of Tnelara obggabons, or (ii) Because of any Stegall obligation of of undeeakfrg by Beneficiary to peragrrn or dtacharge any of the representations, wanmen condlbne covenants, or or obligations in any document relating to the Property other can the Loan Documents. This agreement by Twetar to indemnify Trustee and BeraAaay small survive payoff, tennlnabon, of the release and rancelletinn of any or all of the Secured Obligations, and the U or Perrier release anNar reconveyance or Iona Deed of Twat. (o) Tmstor shal pay all obligations h pay moray awlirg under this th dbn immediately upon vrridan demand by Tmstse or Benefmry. Each such obligafon shall W addeo to, and considered to be part of, Me warrant athe Nols, also Shall bar interest from the data bat obligation arises al the Default Rate (as such term rimy be defined in the Note), 01 no Default Rate Is specified. at five percent (5X) in excess of the Stated Rate. Far purposes hereof,'Stalcd Rate' means the stated imereal rate in effect from bone to bone under On We aW/or other data instrument evidencing the Loan; provided hat p more man one refe afrrtaeat Is In effect She Nghes: rare anal be used. 5.13 OSFeroa erne xatica nr claims also Actlma. At Trustar'a me, experaa, Truator shall protect, preserve and defned the Property and titre to and right or paaaession of he Property, and the Security of this Deed of Twat and the rights and power of Beneficiary and Trustee oeand under e, age as &More claims. Trusto Shall give Banefic ay and Trustee prompt notice in among d any dam a aseened whbh does or could affect dry of such mien, or If any Man or proceeding N Commenced which allege. of reufas to any Such drum, 5.13 Subrooabon. Beneficiary all be subrogated to he Ilene of all encumbrances affecting Me Properly, whether released or not which are bscharged In wnole or in pat by Beneficiary In attortlartca WM mil Dead of Twat or win 5a proceeds of any ban seared by this Dead of Twat 5.14 SIb Vlalfa. Observation and Unable. Smuffdery sold he agantl and representatives and the other indemnified Pan (as such term u defined in the Loan Agreement), and their agents and representatives, Shall have the rgnt at any reasonable time to anter and visit me Property fpr the purposes of observing the Property, performing appraisals, reeding and romovhg soil or groundwater sae ome rpanaw Caahxaon are Panwraa eaandd oa.d a slur -Id- LEWLVa WaTyedaat].a samples, and canducling feats on sly pad of the Property. The Indemnified Parties have no duly, however. to vied or observe the Property, or to conduct Wall and M slro VISO observaMn, or resting by arty Indemnified Party shall Impose any liability on any Indemnified Party. In M event shad any site Well observation, or testing by any Indemnified Party be a nquesenb6en that Harardoua Sobal . (as Such term is defined in me Loan Agreement) are or are MI present al, on, or uMer the Property, or that Mare has been or shad be compliance with any law, regulation, or ordinance pertaining to Hazamous Substances or any other applicable governmental law. Netiher Trial rur any other path is witMed to rely on arty she vied, observation, or testing by any Indemnified Party. The Indemofmd Perms owe no dray of care fo protect Trustor or any other party agatiwt, or to inform Truster or any ether parry, of, any Hazardous Substances or army other advent condition affecting Me Property. The IMemnided Parties may In Bair dtacredon disclose to Trader or very other party any report or findings made as a result of, or in connection with, any site vis6, observation, or telling by the Indemnified Partip. Twittor understands and agrees Mat the Indemnified Paters make no mprapmation or warranty to Trusor or any char party regarding has tmh, accuracyr w comgeteralss of any son report or findli that may be dsldopd. Tnrsior oleo urMemtatds Met, depending on the resuda of any site Wet, muffivebon, or timing by any InEemrMed Party whet are dacloand to Trustpr, Trustor may have a legal obligation to notify one a mare environmental agencies of he resu s. Any Indemmeled Party shag give Treater reasonable notice before entering the Property. Such Indemnified Party shall make reasonable efforts W avoid interfering with Trustees use of the Property In exemlelrrg any rights provided in des Becton. In connection with any such she visit, observation. of basting, Trusts shad have any rights with respect 0 Me rakau suffer disclosure olenvirommantal reports es set fbM In the Loan Agmemeot. 5.15 Notice of Clothes. Trustor will net cause or permit any charge to be made in (a) its name, identity, or corporate. pseremhlp. limited liability company, or other MVy structure, (b)He jurisdiction of organization (c) its organizational identification number, (di its place of buanass or,'d mere Man are, it. chid executive omce, (a) Re mating address, or (f) any change in the location of any PmpMy. unless Trustor shall have nodded Beneficiary In wrong a such change a least thiM (30) days prior to Me effective data of Such change, and shall have first taken all action required by Bepfidery for Me purpose of haw perfecting or protecting Me Ilan and security imi m d of Beneficiery in Me Property. Vnless otherwise approved by Beneficiary in suiting, all Property Mel consists of personal property (abler Man Books and Records) will be located on the Land and 9 Books and Records will be located at Tmstoi s place of business or Olaf exeadlve office a Tender has rmre Man one place of business. Site Furrier Assurances. Tmsto shall, promidly on request of Beneficiary, (a) correct any delad, ens or common which may be diswvemd In Me raments, execution, a acloiawtedgmem of this Dead of Trust or any other Loan Doaanenk (b) exlade. sta"Iticale, acknowledge. tldWel prows, and record anafor file anclor authorize the firing of such further documents (Including, without tlmltabon, further deeds of boat security agreements, financing dolmans, Mun ling alalarmnt amerde ents, cementation StMMlents, and assignments of lame or leases) and tip So& ft aCU H may be necessary, desirble, or Proper (I) h carry out more aflechniv Me purposes 0MLs Deed of Trost and Me offer Loan Documents, (s) to more fury Identify and subject to the dens and security interests hereof any Property intended to lea covered hereby (including Speca"ically, loin without lineation, any renewals, addfilons, su rufflons, replececrenm, or alim menaMas to the Property). or (IN as deemed Settlement by Beneficiary to protect he imn or parity Mtemsl hereunder against Me rights or Interests of third persons; and (c) provler soh cedficBlea. documents. reports, information, amdavas and other instruments and do such fuller ads IS may nd necessary, desirable or proper W enable Beneficiary to comply with the requirements or regaeas d any agency having jurisdkfion aver Beneficiary or any examiners of sods agencies with respect to the Secured Obigations, Me Truster, or Me Property. Trusts shall pay all was contacted with any of he foregoing re rin One (5) days after the vandan demand by Trustee or Beneficiary. If not paid when due, ads costs shatl be added to, and! considered M be part d, Me Principal of the Note. and shall bear interest from the dare of sun when demand a Me Defauri Rafe (as Such tam may be defined M the Nate), or If no Default Rate Is Specified at eve percent (Sta) In excess of Me Rated Rae. 5.17 Leasehold. Tnator agrees Mr to amend, modify, extend, renew or terminate its leasehold estate sunder conaitdes a portion of Me Properly, any interest "mM, or the Iesp gwrft Und Dive apwrmma Con wssain not I%rm¢rem Unwed hie cfTrun •1T- LEG4L_tA wITr10G51].3 [9 such leasshold estate wdhaut Me prior sadden consent of Beneficiary, which consent may be withheld by Beneficiary in lta abaoluh and sole discretion. Consent by one amendment, modMoation, extension or renewal shall not be deemed to be a waiver of the right fo require consent to otherfuture or successive amendments, modifications, extensions or renewals. Trusser agrees to perform all obligations and agreements under said leasehold and shall net take any action or omit to take arty Indian which would effect or permit the tennimmon of anal leasehold. Trostor agrees to promptly nerdy Beneficiary In writing with reaped to any default or alleged default by any pally thereto and to promptly deliver to Beneficiary moles of at notices, demands, complaints Or other communications received or given by Twirler wilh respect to any such default or alleged deb utL Beneficiary shall have ME option So bore any such default rid W perform any or all of Tmsfoys Obligations thereunder, All sums expended by Bonefaiary in wring any such default shall be secured hereby and What be immediately due and payable w desut demand or notice and "it bear interest from data of expenditure at the Default Rate. 5.11 und Leads stor FiNjaiialempadomil. Wayinderytinear, . Truslor hereby represents, wertsnfs, covenants and agrees that (1) This Deed of Trust IS duly executed and degveeed in conformity with, and does not violate Or breach any term of covenant of, the Ground Lease. (ii) Truster wig promptly pay, when due and payable, the net rent. acklmonal ram taxes and all other sums and charges mentioned in and made payable purauume to be Ground Lease. (ii) Truster will pmnpty perform and deems all of Me firms, mverams and conditions rec ared to be performed and observnd by Troyer as leave under the Ground Lease, within bw period (myc uelve, of grace parody) provided! In Ca Ground Lease, or Such dasor periods (exclusive of grace periods) as are provided In they Dead of Trust, and yal do all tinge necessary to preserve and fo keep unimpaired IN rights under he Ground Lease. Trustee seecifcaly acknowedges Beneguary's rghL while any default by Trustee undee any Ground Lease romans snouted, to perform the defaulted oblig dons and take all other actions which Beneficiary reasonably deems necessary to protect its Interests with respect fierete, and Truster hereby inevocably appoints Beneficiary its true and lawful abomey-iMad in its name a otherwise to execute all documents, and "roan all other acts, which Beneficiary reasonably deems necessary to preserve Its or TmslNs lights with respect te any Leasehold. Such appoinhnent is deemed coupled with an interest. IN) Truster WI promptly, notify Beneficiary in wroig of any default (including the experstion of as notice and core palnds) by Troster in the performance or observance of any of the same, covenants or mndmons on the pad of Truster to be performed or observed under the Ground Leese. (v) Truster will (1) pmmptiy redly Beneficiary in writing of (he rew.apt by Trustee of any notice from Cue Ground Lessor and of wry notice noting or claiming any default by Tru i In the performance or observed, of any of the teems, mvename, or conatlons on Me pan of Trustor W be "dorm" w observed under Me Ground Lease: (ti) promptly nobly Beneficiary in warning of Me receipt by Trustee W any notice from Me Ground Lessor te Trossor of termination of the Ground Leads pursuant to the provivons of the Ground Lease: (a) preenptiy cause a copy of each such notice received by Truster moon they Ground Lease to to detivarnd to Beneficiary; provided, however, fuel re such delivery by Trusser a Beneficiary Of any such notices shall be deemed In waive, reteaae, pee modify any obligation of Me Ground Lesmr to Separately provide youth notice to Bsnefichry pursuant to the terms of the Ground Lease; and (iv) AN promptly netify Beneficiary In wriling OF arty default by the Groud Lessor in file performance or observance of any of he temrre, mverants or con3gora m the {rut of the Ground Lessor to be performed or observed. Berel fare apeLnaRs (unYrmMh and nwmwaa IaeaMdl NM WT.., IL IEGI`lla_W f i1aH3n)d W (d) Truster will promptly nobly Beneficiary M Anbng of aN arbiaCon or Other proceedings regarding Me Property or the Ground Lease. Beneficiary, shall have the right to participate in any such arbitration proceedings in associated with Tmsfor Or an be own behalf as an assistant party and no defer ad ioo made in such proceeding or satment or agreement in connection werewth SW be bndng upon beneficiary unless add and Beneficiary has padiclpeled n Bunn, proceeding andfa consented W own seakmenl Or agreement (nil) Truster will nol, will in. pd., switan consent of Barefinivry (shhicir may be granted or vathhed in Me sole and absolute iisae0en of Dworfalry), terminate, materially, MoMry or aunendn or sutler or pertnM any nomination, material modlAcagan or sums of Me Ground Lease. (vile Tractor art, within forty-fine(4h) Jaya after wntten demand from Beneficiary, obtain from the Ground Lessor Oral deliver W Benefltiary a certificates slating Mai such Ground Lease is in full force and effect, is unmodified. Mat no notice Of termination thereon nee bean saved can Trucnr. Mal rat dex W a event which shah notice or Up. of li for both) waub become a default is enum, anon Vre Ground Lease (a specifying Me nabea of awry defaults Or indoor wfikh Win notice a Epee Or time, or both, isould become a default under the Ground Lease), and containing such other sWtemnAs and lepresentatons as may be reasonably requesRd by Benefit ls, (ix) Truster MI fumish W Beneficiary Whin ten (10) days alley vfMaM requ ll by Berhahuary, prod of payment of ate hams that are required to tea paid by Tfustor forwwd in the Ground lease and Roof of payment which is dd, ed to be gives to Me Ground Leaser (a) Truster Mal not consent to any waiver of Ground t.esrore obligation. under the Grand Leese, maesdal mocificelbn or cancellation of any provision at the Ground Leave nor W Me subardnatod of Due Ground Lease to any mortgage of the fee intends! of Me Ground Lassa. (XD Tdodwr shall execute and cover, an requeat of Beneeciary, such inatrumanrA as Banefiss ry may deem useful or M is to permit beneficiary to cure any default rnderiha Ground Latin, or permit Beneficiary In has such oche action as Beneficiary consider dasbable, to are or himddy Me matter in default and preserve Me, Interest of Beneficiary in the Premises. (A Truster agrees and aGrdW edges roar, to Me extent MY proWSWn of this Dead of Trust contacts vial arty tart or common of Me Ground Lease as tanneries Taslor and BenegUal, M , terms of was Deed MTWO arise central. (dig Truster shall not subordinate Me Ground Lease or any of its feaeehod estate thereunder to any dead of trust or call encumbrance of, or lien on, any Interest in IN Mal progeny subject to ire Ground Lease, n Lt Me poor mitten consent of Benafitiary. Awry such subondination Wtlwut such consent shallat beneficiary's option, be void. (xi) Trualor shill exwctse any option a right W renew or afield the term of the Ground Lease at Imat six (b) moral pdor to the data of Information for it Inn, than Me earliest date for such exercise provided in Me Ground Lease) r any such option, or right. shall givd immediate Aside, rdtico thereof W Benefidary, and shall execute, deliver and recortl any documents mineral by Beneficiary to evidence we lien of it a Deed of TWO on such eHo,ded or udewed lease term. lf Trnxlor hile W execute any such pool or right as required herein, Beneficiary may exercise Me option or right as Trusters agar and adomey-Inhact pursuant to finks Deed of TWO, or in Beneficiary's pan name a In the dome Of aryl on behalf Of a nominee of szrd rang ,aM And permission Corhavdor LeaeMob Used of lr,ih o. reGaL�V6 Wa 1r8Bae9.3 Barrcbcary, as Baoeicary, chooses in Its absolute diaaeton. Such appointment Is deemed coupled with an Interest. (xv) Wthout liriling the proiidons ot this Dead of Term. Trustor hereby specifically assigns to Beneflclary. as security for the Secured Obligations, all of Traders Interest in prepaid rotas and esoudty deposits and all other security whrh the Ground Lessor under the Ground Lease hallo for the performance of Trmlors obligations thereunder. (sow) (Intensionally detailed). W) Trai shall notify Beneficiary promptly in adding of any request! by either parry to arty Ground Lease for arbitration, appraisal or other proceedings relating to Me Ground Lease and of the insteubon of my such Incoming, and shall promptly delver to Beneficary a copy of all detennlndions In any such proceeding. eenett iary shall have Me fight, but not the obllgaton, following written notice to Thwor, to participate in any such proceeding in association with Truslor or on its own behalf as an interested parry. Truaer stall nail Beneficiary prompty in ending of the vatilullon of any legal proceeding InvcNlng obligations under the Ground Lease, end Beeficary may intervene in any such legal proceeding and be made a party, at cis option. Tremor shag promptly provide Beneficiary will a copy of my decision hardened in connection with any such proceeding. (Mi) To Me extent not expressly prahibiied by law, the prey payable by Truett, or any other party in gas exemrce of Me highs of redemption, it any, from any safe under, or discrete of foreclosure of, this Deed of Trust stall include all rents, and other amounts paid and other sums advanced by Sweeney an belro f of Trusar as Me ground lessee under the Ground Lease (xix) In addition to all other Events of Default described M Me Deed of Trust, Me occurrence of any of the following shall be an Event of Default hereunder: A breach or default by frusta under any Lease (subject a any applicable notice and core period, contained In any other Loan Docunnem anion such Leboul or lThe acace nenof any event or ciramsana which gives Me Ground Lessor under any Leasea right to amerea such Lease. (xx) As used M Ma Deed of Trust. the 'Ballouptcy Code' shall mean 11 U.S.C. §§ 101 id M. as modiff d andfor reradified from time to line. Notwithstanding anything to Me contrary, contained herefrr wall rasped to the Ground Lease: Trusts shatl not treat Me Ground Lease as bemmaled by any sleclon made under Section 365(h) of the Banivuptcy, Code of 1978 or under any similar law or right of any refuse, and hereby assigns a Beneficiary any light to acquiesce in any such farametm. i. The hen of hire Deed of Trust afthi to all of Trustor's rights under Subsection 366(h) of to Bankruptcy Case, Including without limitation any and all erections ro be made thereunder, any and all rights under the Ground Lease which Trustor is whiled to ream pursuant to 11 U.S.C. § 365(h)(11WNii) in Me evert of a reaction under the Bankruptcy Code of such Lease by Me Ground Lessor thereunder (or any trustee thereo8, and any and all righa of offset undwor as described in 11 U.S.C. § k Trustor admonatedges and agrees Mat, as the benehaary under Ilxs Dead of Trust and by operation of 11 U.S.C. § 365(h)(1)(0), Beneficiary hal and fare ant spurnaes oanstvi wd pemawmt t.ewoa peed afraid tewi us_wealwsmrs will this Dead of Tmd has been tiny mcomeyed conOnuoudy "I have, vmelner before or after any default untler any of the Secured Obligagmt or the taking of any action to enforce any of Senefinnye rights and remedies under this Deed of Trot or am foreclosure sets herender, the complosk, unfettered and eadusiw right, in its aria and abeoote Gscteton, W elect (the'365(h) Elecuoni ve deer ()the Ground Lease mat has bean rejected under the Bankiunc, Code by the Ground lessor mdeunder (a any tmetse therefor) shall be heated as terminated under 11 U.S.C. § 365(h)(1)(Ai or (1i) the rights under such Ground Lease that are in or appurtersm to the real property. as described in 11 U.S.C. § 365(h)(1)(Ai should be retained pwwant to put wbsectgn. To the extent quit, notklthdbmd1mg Me prersdng sentiment and 11 U.S.C. 4 365(h)(t)(D), Truster nos or at any they In the fume ha any right to make, a to partreipate in or omerwx we arty mummer affect the me" of, Me 365(h) Election with respect to the Grouted Leans, Truster hereby s keekstely designs are conveys fo Beneficiary any and al such nghts, and all of Trusser, right task, and interest therein. which may be wand and aaemised by Beneficiary completely, exclusively, and wdcut any restriction wbaunever, in Bmeficuys salt and absolute discmtsen, whether before or alter any defeull upon any of the Secured Obligations, the eking of any sullen to enforce any of Havieficiary'6 right and remedies under this Deed of Trust or arty foreclosure yak hereuder. Truster herety unco el bovinely and in eei impetrate Breerfe ery as its manyyih fad to exercise Tenders rigrd. t any, W make. w partia ake in re otherwise In any motor affect the mating of, the X51 ekfdim with respect to the Ground Lease. Such appointment shall be peened coupled with an interest Tmdor snail rot in any mmner Impede or Imettere win any action taken by Renefidary and, d me reri eet of Bersk iary, Truman shall take er jar in the taking of arty action the makeor paNclpak in of otha stae in any manner affect the malting of, the 3115(h) Election vrAh reaped for me Grouts Leas, in such mwwr as BenNdM dtlerminea In b sets and stinlLLa demesne Unless and until mon3cfed to do so by Beneficiary has determined by Beneficiary In Its ade and abso bile discretion), Traatpr shall not rake any ac5m to make, or partiopak in or othemnx in any manner affect the making of. the 3ti5(h) Election ukth aspect to the Ground Lease, including If particular. butt wMout kmmtlen. any election to trey the Ground lease as to ermined. fienebciney shot have he obligation whaisoener to Tru star of any area person or emay in run recton with the making of me 365(h) EMbon staff respect to me Ground Lease or am' In readen by Beneficiary W Tmstor given. wahmese or dekyad in reaped th teref, nor shel Beneficiary have dry IWW14 of Theater or my other person or entity airing from any of tut same. ni Ae security for the Secured Obligations, Trusts nereby kravecably assigns to Benefiaary at of Tfuder's mgms to damages arising Item sly rejection by the Gre nd Lessor (or any trustee thereol) of the Ground Lease under me Bmlaup" Cade. Beneficiay and Ttolor shot proceed lolnty, or In me name of Theater in respect of any oleim or processing relating fo Me rajedcn of me Ground Lease, including without Ikmutori the right to big and prose M any proofs of claim, complaints, melons and other documents in any can in respect of such Ground Lessor under the Bankruptcy Code. This assignment shall continue kh effect until all of the Secured Obligations have bitten satisfied in tut. Ary amounts micaived by Bemefic"ery or Truster as damages arising been the rejectors of the Ground Lessor at afaesaM shall be tippled Met W all ends 2aamab3y neutral by Benaiday 0miming atiomeys' fen) m perfect. eth min subnct.(Iv)and rum in aaordmce Wm other applicable provisions effort Dead oi v. ff pumom to the fusee try Code. Truster seeks to offset against Ira rent reserved in the Ground Lease the amount of any damages carved by tla nonpeaonwnce of me Grond Lessors obhgatees ate the rsjacgon by the Grouse Lee. (or my trustee tneroof d such Ground Lease. Tender shall, prior to Mecting such oll notify Beneficiary In veitsg ul is Intent to do ao, tuning forth me amounts pmpereed la be offset and, in the event dal Benefaary, objects, Truster shall not effect any offset of the your ras to Which Beneficiary objects. If limestoey falls to object Wigan len (10) days 1olk3Wng recall of such notice, Tmstor may offset me amounts set ram In Trotor s notce. vl. It any legal pmceedirg Is comnwnced ofm rasped m me Ground Lease in connection vAm my rase under the Bankruptcy Code, Beneficiary and Thereof shal coofxratvely conduct any ouch proceeding Wth counsel reasonably agreed upon between szm are wranmwes Gwrnrmtn era Ponvrcn tsexhsa DeN d-md 21- lFG4L_tla_W R ]30391].3 0 TruaPor and Beneficiary. Trusts shall, upon demand, pay to Benafroary al coats (Including attorneys fees) reasonaby incurred by Beneficiary n connscbon war ary such p roceatling. A Truster Mal Immedeldy notify BeneRciery orally upon leannow of am filing by or against the Ground Lessor under the Grand Lease of a petition under Me Bankrupsy Cods. Truslor shag themaMr promptly give alien notice of such few to Beneficiary. selling forth any Information available M Truser alto rarefied to the date of such filing, rive court an xniN such petition was filed, and he radial sought herein. Traitor steel promptly deliver to Emissfldaty all houses, pleadings and other momenta teceivW by Trusecr in connection afar *try such proceeding. The generally, of he pmvelons of this rer:don relating la Grand Lease shall not be limited by other provisions of the Deed of Trust selling form particular obligations of Truaom ahch are also required by Truri a Me lessee units, Me Ground Lease. Accelerating Transfers. Default and Remedies. 6.1 Accalaretlng Transfer. (a) 'Accelem ing Transfer' means any sal, canbact is Sell, cameyance, encumbrance , pledge, mongaga, lase not expressly permined under this Deed of Trust or Ito Loan Agreement or Omer transfer of al or any material pan of fie Property or any Interest in it whether voluntary, involuntary, by Operation of law. Or oherwise. If Tristor is a corporation, 'Acceferatng Transfer also means any transfer or transition of snares possessing, In tle aggregate, more Man filly yerceat (50%) d the voting poser w more Man fifty percent (50%) of he direct w arose ct beerfici it ownership of Trudar. X Trust is a pannerishy, 'Accelerating TrarmkY also means withdrawal or Mmoval of ampalter, dissolution of the partnership under applmahle lase, or any transfer Or awshars of, in the aggregate, more Man flay percent (50%) of Me partnership Mereses. If Truator Is a limited lability conyeny, 'AcoekrelMp Transfer alro means withdrawal or removal of any member, termination of lc limded fabYty company, w any, vanebr or transhrs ot, in the aggregals. more Man Rk, percent (50%) fit Me voting Pores", in the a,,repts, more Man Poly percent (51 of the ownership Ireers g Tnuatw. (b) Trustor acknmdedgee Mat Seneflcery, is masng the or more advance, under Me Loan Agreement in reliance on the expertise, skit, and exaedence of Trualw; Mrs, the Severed Obligations include rnotenal elements similar an nature to a penwoal service contract. In consideration of Beneficiary a reliance, Trusts agrees Mat Trustw" not make any Acceeating Transfer, Wier Man a transfer Moarad Pursuara to Me express turns of the Loan Dcomr a, uniess are transfer a preceded by Beneficiary's express anfien consent to the particular transaction and torderse. Benefl®ry may aithheld such consent in its sole and absolute discretion. Ifany Accelwabng Transfer occurs, an Event of Default " occur nndn Me, Loan Ageemem, ant Benefidary may Implement evsleble right, atd remedies under Me Loan Agreement and the other Lan Doamena including dedwar an PI Y OF Ere Secured Obbit8 cis It, W Immediately due and payable, and Berefidary and lgslee may i.ke wry rtgMs and remedies under gda Deed of Trust. Truster edmawktlgea Me materiality of the provisions of ties Section as a covenant of Truwi given individual "pit and cansidwab. by Benefidary in entering Into Me Secured Obligations. and Mal any Acceleralktg Transfer in vbdatnn of the prohibited "other provsions herein set form shag resW In a material Imiu menu of Renefidery'9 interest In ale Property antl be deemed a weaW of Ito "cang covenant. Ic) Norwgrstanding Me foregoing. Beneficiary eeMavdetlgee and agree, that any hen fifer specifiwly alawed Or permitted by, and made on accortlance with, Me terms of Section a.s of the Loan Agreement if any shag nni be an Acceanting Tro rshr under his Section. 6.2 Events of Default. Truster ail M in debust under this Dead of Truss upon Me occurrence of wry one or more w the fdlomi g events (some or all colectreely,'Events of Default;' any one, singly, an'Event of Default'): Cars bat wmiwasAnnam CmgWbn aawr LeMencb neaa al T. 23- LEGat_US Wa1TPoJal].J M (a) I ruder fails to perform any obligation to pay money which mass under this Deed W Trust, and does not Care that failure within tit (10) days after written notice from Benelldary or Trtolee;or (b) Trudor fail. to perfonm any itchii on enang under this Deed d Trust otMr elan me to pay money, and does trot cure Ihd failure either what tNdy (30) days (de'Ineul Cure Perlod-) after wnfterr, notice am Seneficlery, Or Trustee, or wdhin .,Ay (60) days alter such writer nonce, so long as Truster begins vdthkt Me Initial Cum Period and Smefrlary, exmorirp reasonable judgment, detamirr that the cure cannot n esaamy to camplesd at or before expratiw of Me Inflal Cure Period; Or (c) A defaue or Evert of Desud (as such term Is defined In the applicable document, fulled to any applicable notice and care parlors) has occurred under fire Loan Agreement or any oaer Low Document of an document evirmc fig my Steored Obligation; or OF Truster makes or permits the omsmxz of m Aaelem" Transfer or (e) Any default Occurs under any other mortgage, dead of tri security deed. or other security, instrument (as such harm is defimad in the applicable document, subject to any appliuble nabco and cam padMs) on at or any pad of the Property, or under any oblgat.on secured by such secarity insoument whether such "cavity InbWment is pact to or subordiwte to this Deed of Trust; or (f) Trader $hall be In default under the Ground Lease war the actinium OF all appllnable added and cure periods set lath thereto.. 6.3 RomdQ)dd. Exempt ma aherwise exprefaly ,ef bit of the Lem Agreement or any other Low Document at any time aim an Event M Default 13aneficary and Trustee Mell be oneded to Irooke my and all of the riphs and remedies described below at Familil by applicable law or in equity. All of such rights cad remedies shad be cornulgi and are exerts- of any one or more of them Shag not ronstnd. an eleebn of remedee. (a) Acceleration. Baneficury may, declare my of all of firs Suaad Oolgalions 0 be due and payable MmMlately and may terminate my Low Document in aceoMance wit Its temn. (b) Receive r B wefhuary may apply to arty cacti W competent practical. for, cad obtain appamrcM a, a receive- for, ere Property Trustor hereby consens to ai ippokFIN neFla. (c) EDIm Beneficent, in person, by agent of by noud-gnpdMed mxrver, may Fri lake possession pt maWga and boder at da my pan M the property. and In its awn name or In the name of Trusts sue for or otherwise attract my and all Rents, including thou Me are put due, and may alto on any and all rater things in connection with Mass actions mat Beneficiary may in ds sole and abraluts definition consider naxlssay cad appropriate to prated ire security, of his Deed d Tent Such other imngs may 1w ude taking end pcsuasing al of Tudors a ma rum owner's Books arnd Recalls; entering into, emancei modifyiy, or armor kp lasses on such Forms and conditions as fleneficary may consider proper, obtaining ask evicting brans; fiuhg OF modifying Rents (but not in excess of any applicable mastmum ban neeme ems kx resklemW feressal. cclechrg ark roedsing any payment OF money owing to Traci rum ArdiN any unilateral construction, candy mg Far and maltirp repairs and statements; anchor Iwhimmng such acts of cumvaton or wgatkn as necessary to con a v r the value OF thefkopery. B Benefrcary so reforms. Thai Mel assemble all ofthe property brat has been manned From the Land and make all of it available to BenefiearY at the site of the lard. Trustm hereby Irravowbly constants, and appans Beneficiary as lruators weraVY-n-hc, wit full power of srbdeutbn, s perform such arcs and execae Such documents as Beneficiary in has tot and 3bWkde distinction may coreaded to bar appropriate in connection with taking seas measures. iWWng endor,lmeM of Trawl name on my Instrument.. The aWola mead gnMad in able Section shah be deemed to be a power Coupled with an lntery t Regardless M any provlsim of ins Deed of Trust, or any um o.. Apwnab c mumane rermemnreS.em ow or hr�at ;- sensra_us winwaems aS other Loan Dawmam, Beneficiary WI trot be con sick red to have accepted any omparly, oaror Nan cash or immediately available funds in satisfacton of any obigabon of TrMcr to Beneficiary, micas Sesefldary has given express withal, notice of Beneficiary's election of that remedy in adoom.mas with applicable law. Throw agave to deliver to Rear guary all Books and Redonda pardoning to the Property, including computer-roslable memory and any computer handmade or eofhvam necessary to access or process such memory. as may reasonably to, requested by Beneficiary In Omer to enable Senefclary N exetclae cis rights under the Sectlm. (d) Cure: Prdtecfon of Security. Either Beneficiary or Trustee may cure any breach or debut of Trusiw, and d R chooses to do so in connection war any such cure, Beneficiary or Trustee may also inter tlM Property anchor as any and all other things Net a may, In Its sole and absolute d'owetion, wnaida necessary end appropriate to protect the security of this Deed of Trust Sucfi ether Wings may Includeappearing in andior deknding any acddn or proceeding that purports to affect the security at, or the fights or pawn of Beneficiary or Trustee under, thin Deed Of Trust Paying, purchasing, conteshng or compromising any encumbrance, cl age, Ilem or claim of ten, adhkh hh Sensftdarys w Tasfee's wild judgment Is or may tea ancor in poorly N this Deed of Trust, obtaining road anti andhw paying any wwnhmla or Uncles for insurance ragnlad td be carded YMN bM Loan DCEJPMnta; mheve se :acing for and proteckng arty and ON 01 the Property, ands emlaoyin9 counsel sc.dessomm, contractors and other appropnsto persons to assist Brwficary or Thmi Baneficiary and Trustee may take any of We actions terminals under this Semen dither efW or without giving notice m any person. (a) Cure Rights o/ Uni Partner. Thualofs limited personnel (wgecively.'LFnhed Paoni shall have the night but not the obligation to cure arty Event of Default of Trani under the I-oan Dommenh, and Bereeficiary agrees N accept any cure tendered by Limited Padnr on behalf of Trwtor xAMd We wee peneds described In 0aa Ssu, I B,¢. In addidon to any notice requlrW to be given by Beneficiary to Trusts, Beneri shall give containment within Wide, of any Evem of Default under the Loan Dowmente to Untied Parbrer, The reduce shell "city (i) the nawn of the event or deficiency giving doe to the Event m Dekult, (II) the scion required W core We eveht of dalldenCy. R an anion to cure is possible and can be aswnained, and (III) a date by ehkh such action to cure muse be taken. R applicable, whim data snatl in no svwl be teas Wan BRrty, (30) calendar days from the mad" of the notice for monetary defouls or sixty (60) calendar days hard the mating of ape nooks for nortmonetary defouha. R We core of a no ,monetary sell requires more Nan sixty (60) days, Benafday May, in its reasonable discretion, extend We time vapid which the Event of Dgault mug be aced, provided Limited Peraler prmply commences to me the Event of Di and thereafter diligently pursues or pro tecnes such sure to dompktlon, w dilgendy pursues the Femoral and replacement of the general partner of Trugv. In We event Beneficiary faits to prewde notice ol an Event OF Default to Lknhad Farrier as set forth herein, Beneficiary's failure to provide event notice to Limmeek! Partner snal not d oult n ko" to Beneficiary, but Beneficiary, seal grant Unimed Portrer bvrty, (30) calends tlays team receipt of i mal nmw of a monetary default or sixty (B0) days from recap) of acWal notice of a nonmonelary default to pay any and all sums or perform cry and, Al acts, necessary to cure such Events of Uefsi provided limited Partner has reopened a requests too notion of default and lee taken any and ill other V�.pe necessary to Mongolia cis aemagea n the event a a default by Trustui nmwlthetendnp the fdlegong, in no event shag Limited Pardon" right to an an Event of Default extend beyond five (5) calendar days prior to Beneficiary'. foreclosure of its interest in the Property. (f) UDC Ramodias. Beneficiary may exercise arty or all of the remedies granted to a secured party under We UCC. (9) Judicial Ord• Beneficiary may bring an aced, Ion any cal of cmQetenl jumin idion Ica bracket Ws Dead a(Tmrt rah the manmer provided by taw for the foreclosure disease of wale or mortgagee on rig propery rancor to notion specific enforcement of any of the coven" or agreements of Me Deed of Trig. R Banafidary brings won an action, Tinge agrees to pay Bmeadary's reasonable aftomeys' We (inctuding We allocated costs of RFhous , cwri to to extent not prohibited by soda ink law) and court toga ea determined by the court. sae pm� we . thrn Co. tem.sn lesrahod Osee T. ;EGxL pb_weal9aa.h] 3 m (h) Power of Sale. Udder the power of saw hereby grantee. Benefcary Shall have the discretionary right a ceuu same or al al the Property, including any Property which ccnstau al perapnal property, to be sdtl or otherwise dispewed of In any combination Slid th arty manner permitted by eppecatle law. Sales 0 Personal Property. (A) For purposes of MIS power of sew, and d Me aarm nnl prtlubsm by applicable law, B"fiI may start W treat as paresmal property any Property which Is Imangible or whloh can be Severed from Me Ian a Improvements w ithoul Pausing structural damage. If it chooses fo do so, Beme rymay dispose of any personal property separately from Me .1. of reel Property. in arty manner permanled by Me UCC, indudng any pubic a pMele Bela. or Many manner permitted by any other applicable law. Any proceeds of arty such dispeelllon shall not cure any Event of Bewurl or reinstate any Secured ObiFI (S) In toar adio t wain any ask or other disposition of NO Pere renal properly disposed of Separately boon the sew of me real properly, Truabr agrees that the following procedures comattula a commercially reasonable sale. Beneficiary and mall aim, rg4ce of the sale to Trustor not later Man ion (10) days prior fo Me data of public Selo of the Property or prior b the date after %Nch a oriyme vale of the Property are be made, and such notice and comedian. reasonably notice, provided that, if Beneficiary wale to comply with Mr subsection in any respect its Iabllhy for Such failure aball be ended M the Sabwy, 0 my. mpased on it as a maber of law under the UCC. upon re" of any wnfhen request. Beneficiary vat make the persoral property ovalwNe to any bona fide Pr m five Winal for inspection dung reasonable business hour. NaNnMstanding, Beneficiary shall be under no obligation M consummate a aide 11. in the judgmeri, rave of Me oaers revived by it equal the lair value of Ine personal property defeat For saw. TM lorsgaMg Droce0ures do rat cen'thla Pre only procedures Mat may be eavmr ity Personal (a) Thomas's Sales of Real Property raised Coll I. (A) Benefcary may chaser to dispose ot Borne or so of dw PropeM which consists Solely of real Property In any manor then penmed by APPecable law. In Re, sow and absolute dwvetipn, and to iha Sahara rat prohibited by applicable law, Banepdary may also or averr ebvely Moose to Uwpose of Same an erg of the Property. In "comblrabon tonsuring of bath real and personal property, together In one sale to be had in aatchil nice wit, the law and hamodures applicable M real property, as may be pr mmed by Me UCC. Trusts agraaS that NO a Sale a peraml Properly agethar Sam real popery can~*, a commercially reasonable oak of Me personal proposal For purposes of this power of saw, enter a sale of reel property alone, or a sale of both real shad personal popeyy together in accordance wim Me UCC, will aomerimes bar referred to as a Trustee's Sale.' M) Before any Trustee's Sale, Bareficiary a Trustae shel give such stawmenl of bomb or nonperformance, notice of saw, ;I notice of default as may Man be ngUNed by mthletathe kw. When all lime penpdr Mn legally msndeled have emgeed, and after sudm notice of sale andla other ratite as may Man be legally required Ms been given, Trustee shall sit Me property befog sdtl at a pobllc auclan to be hold at the time and piece Specified In Me notice of oak. Nelther Trustee roc Beneldary shall have any obligation to make demand on Truster before any Trustee a Sale. From "0 to time in amordI will Men appecable law. Truster, may, and in any event at Banmlcwry'3 request mall, coslpo+e any Tmetees's Sale by public announwmam at Me sow prow AprdMwa ,.onnuauerr and Pwmnea Leaenea osva err Pyre 25- LEG I _US_w1 ileWr 17.3 bore ae place restce for but Tnuse e's Side. ankss otherwise required by appgcabk law. (C) At any Tmstee's Sal, Trustee stall sell to Me highest bidder at public auction for cash in lawful money of Me United Stal payable al the time of sale unless oMeMt3e resulted by applicable law Trustee shel execute and center p Me purchmens) a deed or deeds corneying the properly being Sold without any consume or warranty whatsoever, express or implied. me mdtal5 in any such deed of any somas or facts, including any fats bearing upon Me regularly at validity of any Trustees Sala, shell de conclusive proof of their buln/ulnesa, absent mendest error. Absent maniRst error, any such deed shall be (1) conclusions again all Panama as M be facts reeled in it and (2) condus wgance M favor of purchasers and enambrancen Tor value and wihout actual race, Mat as requirements of Ibis Dee of Trost and all requirements of law were met ralalerg b the ascix of the poser of sale and the Trustees Safe of the Property conyti ed by such reed Knamedge of the Trustee area not be mpWed k the Beneficiary. (1) Abonev-lri . Tomear hereby marmoset, comblutes and appoi ss Bmefilary as Trustofa abormey#Fhct, with NA power of sebsMutpn. Is perform sue sat and execute see O"Wromtb as Borea lay in M Sala and abaoYM discretion may consider to be appropriate (1) to effect the purpose of this Deed of Trust: " (2)In connacksh wit takkg Me measures described in MIS Section, idol endorsement of Trustor's name on any instruments. This appointment granted in MIS Section shale be deemed to be a poser coupled witF an infereW and IS therefore invioc la. a) 5lnale a Mubide Foreclosure Saks. Unless prohibited by applicable law, Beneficiary may elect to tlill of the Property, or any portion thereof arch dng but not landed to I1 parcels, a i Items through a tingle consolbeld sale or disposlban to De hold or made under Me power of sale granted above, Or in mnnecdon wan judicial proceedings or by Ndee of . Judgment and decree of foreclosure and sale, de through two Or more such Sales or dispositions or in any other manna Somalaiery may dxm M be in Its beet interests (any such Sale or deposition. a'Fanebsum Sold' any two or more. Torecicaure Salo') If Me Property consists of mar than one lot, Percale or Item of Property, Beneficiary may desgnee the coder in which Me tits, parcels arwd Vern! Nall be sdtl or disposed of Of Offered for oak or dispensation If Beneficary chooses to hired more Man one Foretlasure Sale, Beneficiary of No option may cause the Foreclosure Sales to ab held simultaneously, or suece9LKly, m be Gai day, or or son central days add at succh diffmm ands and In WIN Order, as Beneficiary may deem to be in Ins best baaasM. No Foreclosure Sells shall tem norte or affect lose Win of this Dee of Trust on any part of de Ropey wfilch hoe not been sold until a1 of the Secured Cbligall have been paid and perlorme m NII. GA Parsonsf ProdarN. b shall not be necessary the Beneficiary hke postramed of Al a any pad of Me Property drat is personal Property or figure WW" pus p the time that any Sal pursuant W the provisions of this Section is conducted, and it shall not be necessary that Such Property, or arty pan thereof be present at The location of sun sale. WNn respect to application of proceeds from daposhion of Such Property, the costa and expenses saddled to dsposition sell include Ma reasonable expenses of making, bolding, preparing for Sale or hose, selling, leasing and the Ike and Me reasonable attorneys' Mee and legal a timensa (Inductingwlbput limitation, the allocate costs for fir -house counsel to Me extra not MAINded by applicable IW incurred by Berne/ciary. Any and all Statements of fact or other recall made In any all of We or assignment or ether instrument enldenclng any foreclosure xis hereunder as to nonpayment of The Secured Cblgabore or as to the ocommnce of any defaub or Eves of Defaal, or as to Beneficiary having declared an of such indebtWless to be due and payable, or as to node of time, place, and terms of ease, and of the properties M be sold haNnp been duty given, or as to my abler act or thing having berm day done by Beneficiary, shall be Mkw as pima fade evidence of he bum of Me facts ao stated am rrri (absent maelesT Sol Seminal may appoint or delegate any one or mote persons as agent to perform any act a recta necessary or modest to any sale held by Beneficiary, Indping Me sending of notices are Me conduct of the sae Not in Me name and on behaff of umleaks .re and Proam, ralwaa.ntaem IaeeeMB ewe a -roar 2 tecab_us„w• tlXmll 3 -;A Beneficiary. Beralc ary may comply wth any applicable sums a federal are or spulai requirements in eormection with A d'eposNon of the Progeny or any OW m Wed. yard such complgnce Will not be considered s alscl adeereely Me menu ial twonadeness a any vale of sucn Property. Bensfrcery may sell PI or any portion of the Property efhout giving any warranties, as to such Property. and may specifically disdaim any warremss W title merchantability, grows fa a aDyadfic Purpose, or SD Ilxe, and Mis procedure will not be considered to affect adversely Me commercial reasonableness Of any sae of sucn Property. Torpor acknowledges Mat a private sale of all or any part OF Me Property may rank in leas Proceeds ben a public sale, and Trusty acknowledges Mal bile Property, may be sold at a low to Trualor. and that, M such evem, 9eneldary algal nave no ks Aty a responsibiety to Trostorfor such low. In atch on to the rights granted elsewhere In Me Deed of Trust, offer Me occurrence of any default or Everd at Dei Senefidary may at arty time notify Me accow 1 cabMn or nbligrory of any am. prahel paper (whether tangible or electo, , gereral WangiMw (inducing payr in nungibbs), negotiable instrument, ponswory notes, or other evidences of ntlebtefress included as Me property to pay Benefiary bill 9.S Cradit BidsAt any Trustas'a San, FarealasUM Sale. or Pry sale of personal property collateral under Mrs Used of Truer. any Person, nduding Truslar, Trustee or Senef cant'. may led for and Mout, tie Prop" belrg sold or any pad of it to the edent nor exprewly "k nedl by Men applicable nee. Instead of paying oath for such growth, Sene5dary shal nave the benefit of any appkabfe taw permming credit bids. 6.6 of T Rim• SW bit Foreclosure Sale Proceeds. Fvcept MA may be anarwise required by tawStneficary and T'now anal apply Me Dr.ol; of any Trossi See, Foreclosure Saleor any Other sae c• personal Property collateral onder Mh Deed of Trust, M the followmg Palmr'. (a) FM, to pay Me Huron of th Secured Obigallons minbunme to Me expanses of sale, including all m and expanses of exancnng Me power a spa and other cost, of sale, ndudlis , but not fimhal to, trupw's fuse and reesenabie ptme nit' haw, tie mats of any Acton, 9M any ohs sums for which Trs or Is Oblgated to reimburse Beneficl Pry or Trustee under Sit Osed of Trust; aM (b) Second, u pey the Oman of Me Severed D RgaUore attributable Is any sure expended or advanced by Benehdary, w Trustee under nib terms of this Deed of Trust which then renters unpaid; and (c) Third, W May all other Secured Oblgatiow, to he asset col wgrewly prohibited by applicable law. In ary order yard propodonA as Ismaficvy M its sole and absolute discretion may chows, anal id) Fourth. s rent We remainder, n any, to the person or persons malli to It, or, if PamlSed or required by applicable law, m the clam of Me court of Me county in Perim Sri TmnWil Sat, Foredos re Sale, or any other Asia of personal propene collateral under this Deed or Trust, took Place. If Sus Secured Dbllgabons Mdow more flan one den or fine p craft by cross-mle,cenfixaeon or otherwise, it is vacantly agreed that Me pmcoeds of any Trustee's Sale or other foreclosure action shall nag be applal Pro -rate anises such application Is directed! by Benefca y, but nabaa l Ahab be applied to ell Audi Secured Obilgstlens In any order, propordae and manner As Beneficiary In he sole and absolute, dsaedon may choose. 6.7 Possession of Rents and Other auras, Beneficiary, shag apply al and all Rare, colledad by It in Patch order a sot forth In Section 2.5 above, and any and ail other sums, c1her than proceeds OF A Trustee's Sale or a yod clef foreclosure veer uMer Mn Dal of Trust, which Beneficiary may necehes or collect under this Selection, in the fofdvang manrror sect OM McMraes Gnar'Yrn eM ft. teesewtl[kee d Truer -3T- L CWIL U$,WailwwrT.d 2`l (a) Fins, to pay May patron of the Severed eblyationa aftributal m Me coat and tmmaes of warafon of era Property and collection of Rands ant alter sums Mal may be mourree by Trustee, Benetc4ry, wellor my mice ver, Insularq bul not limited to reasonable attorneys' fees and any and all ahrpens b; of learl operating, maintaining, and managing the PropeM, and all other wets and Charge. moral to Me Progeny; end (b) Second. a pay el other Secured CDdpatidns in any order and proper as Beneficiary In as arts, and absolute discretion may chwse: antl (c) Tfwcto robot Me meander, it arty. M the bersal or persons entitled 10 it. Beneficiary shall have no liability for amy, funds whbb t does most aduelly recelve. Miscellaneous Provislana. 7.1 Addthyrd ProvietaaThe Loan DOPanehts lady state Y of Me tams and come., of the pmiee egreemam regandIng the matters mmtoned in or Imodental to this Deed of Trost The Loon Doalmenle also giant further rots to fderleficlery and certain of Main conlan fumbler agreements and affirmative and negarrre oovenam s by Tmala mF apply W the Deed of Trust and Is, Me Property. 7.2 No WW"rar Cun. (a) Each waiver by Bomfhciary or Trustee wall be in wrung, oral no waiver shall be conserved as a terminal waiver. No waver shag be treated from any delay or fa sure by Beneficiary Or Trustee to take and om on account of any default a Tmstor. Cereal by BereSaary, or Tn m e to any act or omission by Truster seal net be construed as a consent to any comer w suar equml ad Or omission or to welve Me fequlnement for Beneficiary's or Trustee's consent to be obtained in my bound or other Instance. Reinstatement after an DVGa a Default shall vet consMme a waiver of any Event of Default then existing or ouDeequently occumq, nor impair Me right of Beneddary to doctors otrof Events of Defil nor Mhenvel affect this Deed of Trust or any of ttw Low Documents, or my of Me rights, ohtgaions, or rem0 lee of BerhefMary or Tm atee under this Deed of Trost or any of the Loan Documents. (b) If any of he events described befow occur,, that event atone welt not: cure or Full my breath, Event of Defaut, or made of deleui under "I Deed of Trust or Invalidate any ad performed purauard to any such default of notices or nullify the effect of any notice of default or sale (unless all Sewed Obligations than blue have been paid am performed and all otar Wright, undo, the Loan Dowmenb have berm cured); a mpak the securrty of ffta Deed For Trust: Or prejudee Behefidary, Truant, a any renover in the exerma of my might or ranedy afforded any of Man under M6 Deed of Trust or be conm" as an affirmation by Beneficiary of arty Nnmcy, lease aopbon, or a subordination Of the lien of this Deed of Trust. (i) Bertsfieury. its agent, or a recover tower poreassior of all or any pat of this Properly th the manna provkNd BM Deed by Trani err (ii) Beneficiary collects. and applies Rents and enforma any Lease prrbion as PMmided under this Deed W Trust, enter Forth or wmout along possession of as Or any pad of the Properly: cr (lit) Beneficiary receives ant applies N my Secured Obligation any proceeds of any Property, Includkrg any proceeds of Insurance pogcles, condemnation awards, sui bond pro teal a all claims, property or rights assigned to Beneflda y under his Did a Trust, a (Iv) Rentellopry, makes a ails visit. observes the Property. 9ndror conducts tests as permitted under this Deed all Tmo: or UFO Pee Apoirrol c wv,1em am vmamt teaso.a one III -2e. LfdAl_IIS WarraaaEtl9 3° (v) Beneficiary recafes any sums under Nis Deed a Rued a any proceeds of any coastal heft for any of the Secured Oblgations. and spill them m one or more Seemed Obligations, or (n) Baneficiary, Trustee, any agent of aaher Of them, of any salver performs any act which it is empowered or authorized tO perform, or invokes any light or remedy pmNtled alder this NO of Trust. (a) Thiessen, ball haft M Obligaba to pedonn MY act which it I$ em%ers ed to perform under We IJeed of Trust nnam M Is requested to do 10 In ea5ng and Is reasonabiy inde romfod against lose, coal liability and asperse. (b) If inner Beneficiary or trustee performs any act ahirh it is empowered Or "orhnd to perform under Nis Deed of Trust that act alone shall not related, a change the personal lability of any person W the payment and performance of We Sewed Obligations then "arc ing or era lien of Nis Dead of Trust on all or We reenaunda Of the Property M fall payment and pedor Mace a A outstantling Secured Oblgetiors. The lability of the original Thrill snap not the released a changed A eenelciary games try successor in mail to Truxtor any s all of time for payment, or modification of the terms Of payment, of any Secured Obligation. Beneficiary shall not be required to comply win any stall by We original T"W that Beneficiary mi to fire, such an ealeral or modfic,ion to, or mnmence modeling. against, any such successes in nlaeffi (d fflima er, me, rasa any 01 In. actions pamnled abler this IJNd Of Thim, Wtlpdng edition amlWSa appoinbnent of a receiver. regardless of tie adequacy of We aewrity for lire Seared Obligations, Or ahedvr any a al of Was Secured Obligation have bean dedaed to W mmes imsly due ant payable, or whether nerds of default and election fo set has been given under this Deed, Trust. to) From me to time. genetical of Trustee may apply to any court Of ampeam Jurisdiction for aid and dlrecmn in execu erg the trust and enforcing the ril and mmedee created under this Deed of Thual Beneficiary or Tnadea may from time to timer obtain orders or decrees diet Ji conNmng, a a,roYmg acts in executing this trust and what such rights and remedies. IA Usandear No merger shall occur as a reWl of Barrel 6 acquiring any other estate in or any other Ilan on the Pat unless Beneficiary canserAs to a merger in writing. If both to lea l and lessee's estate under any lease a any pcnlon Wereef ahfth coabaes a part of the Prormy, including but not hmiled to We Ground Lease, sal X any time became friend in one comer. We Deed of Truss and the lion created hereby shall not ee destroyed or terminated by appiatm Of M duclrne Of mega nafea Benerftiay " ease, in evidenced by records, a arMen ddiarstam extent by Be refieay so slating, and, union and ini Berheaday so elects. Beeboary shell meinue lo have and miss, all Of the rights end privileges Of Ba,Tanary as to We s OVO estates. In addition, upon We faecoaure , the Ilan created by this Deed of Trust on We ProWrtY purl to We provisions hereof any leases Or subleases than existing and affecting all a any portion of the Property, includirg b, not limited to the Ground Lease, shall Mt be destroyed or terminated by application , the tall of meger a as a matter of fox or as a hill of such foreclosure unless Benelldsry or any pacharer at such foredOSurt sale stall so elect No ad by a on bell of Bemficury Or any such tuchasfor shall ensN,e a Mmination of any loan a sublease unless Seneficlary Or such W achall stall give written notice tanal b vuoh tenant or automata- 7.5 Joint and Savertl liability. If mare than Om person has uecuted Nis Osedof Truro ad, Trustor, each shall be jointly and severasy liable for the faithful performance of all of Trusta'a obligations under Wb Deed of Ault sere char" .n GOnaYud'gn and Pemuncrr IMMard used, Tan .2µ LEGA1u W#7MM17.3 �1 7.6 O.vamino Law: W-Ivan of Jlav Ti Tea Deed of Trust shall be governed by Me Is" of the Se[e of Califomu. without regard W tie no. of law rules o1 Mat state. TO THE EKTENT NOT PROHNI TED BY APPLICABLE LAW, TRUSTOR KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAWES ANY RIGHT TO TRIAL BY JURY OR OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS DEED OF TRUST OR ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPIATED THEREIN OR RELATED THERETO, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DISCUSSIONS, DEALINGS, OR ACTIONS (WHETHER ORAL OR WRITTEN) WITH RESPECT THERETO, WHETHER NOW EAISTING OR HEREINAFTER ARISING, AT LAW OR IN EOUIIFY. TRUSTOR HERESY CONSENTS AND AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY A TRIAL COURT WITHOUT A JURY. TRUSTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR BENEFICIARY NAKNG THE LOAN. TRUSTOR FURTHER REPRESENTS AND WARRANTS THAT R HAS BEEN REPRESENTED IN THE SIGNING OF THIS DEED OF TRUST AND IN THE MAKING OF THIS WAVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUN" TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF 173 OWN FREE WILL, AND THAT R HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL 7.7 Succenon In lotetWst The terms, c.nnams, and Cendltiorta of this Dead of Trust shall be oodina upon and Inure In the benefit of the heirs, and pemtiled suwesson, and assigns of the parties; rmvidi dgg however. that titre Section shall not wain or modiy tie provisions Of Sectlm 0.1 seen. 7A Statute of Limitations. To the exleM not expressly Prohibited by law, Trustor hereby waives and, light to plead the statue of mrsauonc as a defense W any and all obligations secured by Me Deed! of Trust. 7.9 Substitution of Trusts From time W time. Beneficiary may substrate a successor to any Trustee named in or acting under this Deed of Trust in any maroter noar or bear Ic be provided at lax, or by a w Men Instrument executed and awsw edged by Sensationally and recorded In the of oe(s) of Me mesmerist) of the county or counties where the Lard and Me ImProvemerre are situated. Any sus, Instrument shall be conclusive Proof of the proper substltUJat of the successor Trustee. wed ahal aularnreiva0y upon recordation of the instrument succeed to of, estate, title rights, pawns and Mlles o1 the predecessor Trustee wiMcirt corwayance hoT 0. 7.10 Time of Batteries. Time Is of the essence of Mls Deed of Trust and eaN and every term here.(. 7.11 Intwor bon. (a) VybI the tooted re,oires. al words used in Me singular Intl be construed b ham been used in Me plural. and ne nisa, and each gander win mcludle any oMer gender. The CaptIMS o1 Me seNona of this Dead of TNet am Bar Conaenien f only and do not delve or lank say tams or pro isinrs. The Wood! 'incha e(s)' mcans'nclude(s' w.mout limietbn.-and Ma word 'nnook ' me., -ndudag, bra rKK korrud to.' (b) The wad'obilgatlons' is used in Me boedesl and more comp shame a sense, and Includes all primary, social direct, indsact, find, and contingent obligations. 11 further indudee all pnrx*sl, nferal prepayment fees, late charges, loan fees, ant any .Ma fees and charges accruing a asnssed at anY tints. as well as all obliplikina to perform ants oreatisly c.ndf ci sae Base roa,arWnn a,.o„aw„ am awm.nwx tx.s.hae paeearraa -Jo- ll!G41�da war nvvaetl a 3y (c) No tufig of speci k, i ethane s. Mama, Or matters in any way tends the Scope W generality of any language of this Used of Than. The Exilbles to this, Deed of Treat are hereby Incorporated by reference In this Deed of Trust (d) No course of prior dealing, usage of trade, or pool or aMnnaic evidence of any nature mall be used to suppismem, modify. or way any a the iemd, hereof. 7A2 Alm F - isMascon, Counsel licatial In any lawsuit referee", or ardeaton ending out of or relating to this Deed of Trust the prevailing party w+ll W entitled to recover from each Other party such sums we the twat, referee or arbitrator adjudges W be aesonable atomeyi fees in the aotanreference, ar sta rMon, In addition to cosh and expenses oM¢natse mowed by law. Whenever Truslnr Is obggated to pay or reimburse BornMclelf Or TruNee for any attorneysfees, Nose leas used Include the allocated casts for s ref es of irthoee counsel to the extent not prohibited by applicatle Ire. 7.12 Weler of aarelalina. Tractor wayvee a1 rights, legal eM a ftble. M may rue, or hereafter have to regains marshaling of Means or to died the order in which any of Me Property wall be said in the evert of any sale under Nis Deed of TNLL ESh alaTeesIX and assign of TNFIaL Including any helder of a lien subordinlle to this Deed of Trust, by soceptance of Its Interest or lien agrees that a shell be bouts by the above waiver, e M t had given the vmlrer itieS. 7.14 Sevarabllbv. If any provision of Mis Deed of Trull Should be held un mforcoatt or wood, that provblon shall he deemed sewable from Maas Mmalvng ph leans and Soul In Iht way ~the wide, of this Deed of Trust, accept gnat if Such provision relates N the payment of any manelary sum, Men Beneficiary may, at as coastal declare ad Secured Obllgollons immediately due and payable. 7.15 N k Tmsbr hereby requesh that a copy, of any notice of default notice of sets, andar othor netke presci aad by applruW law. be mailed to it el the address vet Men beloa. If any Truelor fads to imed an Some, Me failure will constitute a desigrmats of TruslaYv last Igwwn address ere the addresses of such notice. Thal addreae Ic ma Sine maang added Of Tlotor as MAder undo the UCC. Beneficiary's address Man Eabw' is the address for Beneficiary as secured Part' Mail the UCC. 7.16 Partial Release, Trustor may, regardless of wnsideredan, cause the release of any part of tre Property from the lien of this DNtl of Trust cot out in any manner affecting or Inhpalnng the fen or phorl9' of the Dal or Trust as to the remainder of the Philately. Notwithstanding anything contained herein W tie com2ry, this Deed of Trust is subject to any partial release Prcvlelwa set fort) In the Loan Agreement. 7.17 Rape"Inn Compliance. Trustor agmes to comply with any and all responding requiarnmrs applicable to Seared Obligations wfach are an Inrdt In any Ise, stable, ordnance. Ii regulators, ad., or dmumadiun of any governmental autMnty. aM fuMV agree w fumtah BeheMciary width eyidence or such compliance upon Me request of Baneftdary. 7.16 Release Fen. Unievs expressly pohibdad by applieabie law. Thacker mal pay W Beneficiary, of the tree of each partial or complete release of Me lien of this Deed vl Than, a reasonable release fee, ere determined by SeneRclary. 7.19 CCP Wdon 726.5. In to event that any P"- of the Properly Is deWmNned W W 'e"nomi mlalfy impelred (a'en uma meely Impaired' to deAned n CettorrYe Code of Cell Pracedise Section 726.5(e)(g)) or to as an'atected parch (de adeciad parcel' is tlaFed n California Code of CIA Procedure Section 726.5(ei Man, w OA otnenwse anAng or in any with, affecting BenSficisryY or Trustee's rights and remete under this Deed at Trust, Ileneftciay may elect to sondes le fight motor California code of CIvY Procedure Secton 726.5(a) to (1) waive its lien on such envimnmentely national or affected "Alan of Me Prepny and (2) exerdse (i) Me III SM ranedues of an umecured aedlter, inclubg reduction of Its ciafn against Trustor to judgment, and (1) any other rights and remedies permlted by law. For purposes of determining Beneficiary's nght n Proceed as an umarued another 12. fine /pMmMs cme , and iRnnagm uaMnetl Dowe N True LEGOL_l15 Wi11W9ni.9 under Craft, 0 Cope of Civil Procedure Section T25.Sta), Troller stall be steamed to have snakily pennifted a zinc iced m a release or threatened release of haurdous �atenals, wi ind the macinq of Collamta Code of CMI Preoedure Section ]26 5(chI ), a the release or Crealened release of nevNous malaials was knovdngly or negbgendy caused or contributed to by any lessee, occupant or beer of airy potion of gee Property, and Trusts knew or snould have known of the activity by such lessee, occupant or User ei pooMtl or conributed to the release or threatened release. All we% add eahenaea. Including, but not limited to, aftonays fees, incurred by Seneklery In connection with any action commenced under this Section, including any action repuired by Calkrnia Code of Coil procedure Section 725.5(b) to determine Me deaes to which the Property is environmentally impulsed pl a interest Mahood at tie raise specified In the histe and paid, shall be added W the lrdebledress secured by Uds Deep of Trust add shah be due and payable N Beneficial,i upon ds demand woe at any tape following the conclusion of eucll action. (Remainder of {age indentt onay left blank. See fie fakwing pages for slgnaWras and notary acknowledgment ) sxrc u— Rn..nr — Comwcton on, nem.nert'3a.bted Dees or r.,a 12_ IEGSIus W 10 nnaill7 3 IN WITNESS W HEREOF, Truator has execAed ttae Dead of Trod ihn date first above vmlen "TRUSTOR" a2ND D RIVE APARTMENTS, L.P., Address of TmalrYs lief executive office a California timted partnership far Micas a Tv .. By CHBA ANPrdabls, Ill, olo hate Housing Corlaration a California hatted yabn4y co npany, its 1640 S, Sepulveda Blvd., SLAM 425 Managing General Partner Los Angeles, CA 90011 Aft.now John Hui By. Command, Home Budd. and Faaknile: (310) 575-3563 Assoc®tes. a Calibmia nsngpN public Cawit corporation, meth a copy e: its Sao Member CHBA Affordable. III By /51 Kaanas Drive, Sale U-5 Mesa. CA 92626 Premdent Attention: Graham EspleYJorae Fannin (714)504OW By, 52nd D Ne Apsaawnts LLC, a Celiomle limited liability company, its AdmiNslrative On a copy to: Carrara! Patna Bawwly Emden Cowan E6e102 d MMI LLP By: _ 633 WesteStreet 70N Place NaepBurke a GA f10071 Los Angeles, Vke tieakeM Attention. Lance 2Mc 10ESg. FensYne: l(213)239-0110 Addmws for Mies W Trustee: Address for notices, as Beneicwry: PRIM, loc. Bank of Amens, N A. car Bak or America, N.A- Community Oeveopment Sending Community, Development Banking CAO-103-M-04 CAO 103 4 450 B Street. Suite 450 450 R Stuart Suite 450 San Deg%CA 92101 Son Diego, CA 82101 Attendan Loan A&nmislation Mani Aaerttion: Loan Administration Manepa With a copy to Califrme Community Remvestrnent Corporim. 225 Wast &,utlwey, Sure IM Glendals, CA 912M Attention Mary Kaloer, C Piw PR Mrxa C,nWucbn wq Parmarl lgagrrvp pw] dTrvel LE. r G_vYr ]]991at] 314 3s GENERAL ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF_LMpQC )S.S. On North 11..2011E before me, �eannP- 7;Ya4dL a Public in and for said County and State, parsonaly appeared. — w proved W me on the basis or satisfactory evidence to be the person(p3 whose name(f) islare subscribed to the within instrument and acknowledged to me that helahtot ey, executed the same in hlsthewew autlwrzed moaatypes), and that by hislNerAheirsignature(e) on the IneWmont the permn(e), or the entity upon behag of vfiM the personlaoacted, executed the instrument. I candy under PENALTY OF PERJURY under the lays of the See of California that the foregoing paragraph is the and cared. LENME fPU0ENE4 VATNESS my hand and official seal. pelnmltt cn a IBBn3U NMay PtNlt . 6Mnrmt Onner ,;/ Signalue: M Ownm. Et mM.w 12.201 a 53M bml PptiEnema CumlNtlWl Bm P¢npBMrt L<MC11N) PoaE nITn�M CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT FR No: (J STATE OF TaBarnd )SS AN No: COUNTY OF Low Ngeles ) On 3/I9=4 bmwe me, Steve,, K_oseL .-_ _ • Notary Public, µvsehally appeared K Burke _ -_ — - who proved N me on the baYa of Mtlshctpy evidence to be lire pxsn0(a whose name( re wbsnbes to the whin 'vumurneM UN edmowledged to me N they eauvted the sane Ip�ia»e/Ihelr aNhorketl Upaclly(les)• anti Net by /e1�JDerAhei, sg abaha(s) m Ihe' a penon(s), or Me mMy upp(rtx(�alt N whitll do pasprtls) adM, exewteC the m¢N. I earlier under PENNTY OF PERJURY render the laws of the State N Celifomia that the foregoing pmagraph b true and oomem WITNESS my MN an a el ae#L SlPdlure �® 1EVFX W FK CsiwaXPlorIIMT1a1 XNAy RAN' MFWa Cawley CN LH I:HaX. r 11' This area for cKcfal notarial seal. OPTIONAL SECTION - NOT PART Of NOTARY ACKNOWLEDGEMENT CAPACITY CFAIMED BY SIGNER Thouph Ralule does not =,,ke the Notary he fig m the dxa belOw, doing so may prove InyaWli to persons relying on the dounNe'vel Cl IND)VIDUN. Q CORPORATEOFFICER(S) TITLEMI El PARTNER(S) ❑ LIMITED LJ GENERAL 1-7 ATTORNEY -IN -FACT L� TRUSTEE(S) ^� GDVLLgARCONSERVATOR u OTHER SIGNER IS REPRESENTING' NUM of Pasun or Entity Name of Pusan or fntlley OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here h not required by law, R could prm2nl fraLOulent eattatlrment of ti6 farm. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT SIGNNi(S) OTHER THAN NAMED ABOVE as.�anex.o.mr .raawc.,.aws..ersvM 31 awone to DEED OF TRUST aefetl for resonance purposes Y of Merch 1, 2014, by 52rcl Win, LP., as'Truslor' W PRLAP, INC., a Notfh Caroline corpaabon, as Mines, 69'Tmstee' for fha benelst of RANK OF AAERICA, N.A. a natiorwl barkiN assmiabon, ae'ReneRi Rssl Mop" in 9w Coy of Vemm. Counq of Los An9aes, Sbte of CsIiMnW. aexrUae as taloww.. LOTS 45 TO 55 INCLUSIVE OF TRACT NO. 7925, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 116, PAGES So TO 69 INCLUSNE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 6514-M-900 W OlMrewaiwW nanram. wa IV•nurwr taenlwa Osat aTwv PMpeA 160at.IRW t7rWBs1T.e RECORDED DOCUMENT 6314-002-900 DOG# 14-0286024-02 spa 6 �P 3� PLEASE READYELLOW SHEET FIRST A°R 10 2014 CI I Y I'0mvgISTRATIor] 414=1° 52ND DRIVE APARTMENTS LP 4305 S SANTA FE AVE VERNON, CA 90058-1714 (fold h.) � � o 3 ° € _ f Z !e_y m R o g This page is part of your document - DO NOT DISCARD 120140286024 II II IIIII Jill Jill IIV1IIIIIII''INII'IIIIII'VIIIIIIII Po 9 e { Recorde6lPlled in 011idal R.m, ReaordsYs Office, Los Angeles County, Callfornla �1brOs 1�' 03121114 AT 08:OOAM uRS1 76.00 xN 1 0.00 cYf'HF.R: 0.00 Pun: 06.00 IAIIIIIIhlllllll Illlilllll III I�BIIIIIAIIIIIIIIIIIIIIIIIII!IIIIIIIIIIIIIIIVIIIII IIII Iln LEADS MEET IIII Ilil Ilnl IIIII IIIII IIIII IIII IIIII ICJ IIIII Igll IIIII IIII IIII IIIII IIII IIII 201403210211016 00000992318 flllllllllllflllilllll� IIIIIIIRI!Ili 00609]O45 SLQ: 08 PAR - TitlP Com}any (Hard Copy) I@lllllfll!IIIVN �fllllfllifl �f!fll Vlllflllll�llll!Vlfll���I !!IIlBfl6m181R119111'iflIIfl111�69fBIV�6n�ll6�iflll��sl u.. THIS FORM IS NOT TO 9E DUPLICATED r06 - A v MRST AMERICAN TITLE INSURANCE COMPANY y171120't RECORDING REQUESTED BY I`I((ryy1'NY�11I�IA 'YgHI k�9 iii E I1ddd66Y AND WHEN RECORDED MAIL TO: � 201aa26s020 California Community Reinvestment Corp. 225 Wcat Broadway, Suite 120 Glendale, Califomia 91204 Attention: Renee Cooks Loan No. 9920687 h614 / Space Above For Recorder's Use NOTICE: THIS INSTRUMENT SHALL AT ALL TIMES BR SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF THE CONSTRUCTION DEED OF TRUST BY BORROWER FOR THE BENEFIT OF BANK OF AMERICA NA IN CONNECTION WITH THE MORTGAGED PROPERTY. DELIVERY ASSURANCE MULTIFAMILY LEASEHOLD HEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING THIS DELIVERY ASSURANCE MULTIFAMILY LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this '6alrumenl'y is dated as of March 1, 2014, by 52"o DRIVE APARTMENTS, L.P., a California limited partnership, having an address al do Mesa Housing Corporation 1640 South Sepulveda Boulevard, Suite 425, Los Angeles, Califumia 90025 ('Borrower"), to NORTH AMERICAN TITLE COMPANY, as trustee ('Tauatee"), for the benefit of CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a Califom4 nonprofit public benefit corporation, having an address at 225 W ern Broadway, Suite 120, Glendale, California 912U4 ("Leader"). Borrower, in consideration of the Indebtedness (as defined below) and the trust created by this Immurner, imwocsbly grants, conveys and assigns to Trustee, in trust, with power of sele, Burrower'. leasehold interest in and to that ceaain mal property located in the Cray of Vernon, County of Las Angeles, State of California, and descdhed in Exhibit attached to this Insaument, and Borrower's fee interest in and to those certain improvements to be located dwr om the fuvwrra a be affixed thereto, the persanalry related to the improvements located theroon (collectively, the "Mortgaged Pmlmrty' ). TO SECURE TO LENDER the repayment of the principal of, interest am and all other amounts due at any lime under, Thal certain Promissory Now (Delivery Assurance Fee) of even date herewith (the "Note") entered into by Harrower and payable to Lender, including default interest as provided in Section 5 of the Now to protect the security of this Instrument (collectively, the "Indebtedness"), The Note and this Instrument have been entered into in connection with Lender's commitment under that certain Loan Purehase, Agreement by and among Borrower. Lender and Bank of America, N.A., a ttatimnal banking association, dated as of even date herewith (the "Loan Pucehase AgrceraemPj, upon fulfillment of the terms and conditions set froth in the Loan Purchase Agreement, W purchase the Bank Loan (as defined in A a 3 the Lam Purchase Agreement) and convert (t into a term loan (the "Lxton') in an amount not w exceed $2,261,900.00. In consideration of Lender's commitment under the Lem Purchase Agreement, Borrower is obligated to deliver the Loan to Lender and Borrower promises to pay Lender a Delivery Assurance Fee in the event the Loan is not delivered to Lender. All capitalized terns used in this Instrument which are not otherwise defined herein shall have the meanings given to them in the Loan Purchase Agreement. Borrower represents and warrants that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to grant, convey and assign the Mortgaged Property, and that the Mortgaged Property is unencumbered, except for the instrument securing the construction loan mortgage for the Mortgaged Property (the "Constmetion Deed of Trent"). Renewer covenants that Barower will warrant and defend generally the title to the Mortgaged Property against all claims and demands, suhjecl many easements, raalrictions and other moment listed in a schedule of exceptions to coverage in any title insurance report delivered to Lender contemporaneously with the execution and recordation of the Instrument and the Construction Deed of Trost. 1. PAYMENT OF INDEBTEDNESS; PERFORMANCE UNDER LOAN DOCUMENTS. Borrower shall pay the Indebtedness when due in accordance with the terms of the Note and the other Loan Documents (as defined in the Loan Purchase Agrcemmt) and shall perform, observe and comply with all other provisions of the Note and the other Loan Documents. 2. EXCULPATION. Borrower's personal liability for payment of the Indebtedness and for perfbmance of the other obligations to be performed by it under this Instrument is limited in the manner, and to the extent, provided in the Note. 3. APPLICATION OF PAYMENTS. If al any time Lender receives, from Borrower or otherwise, any amount applicable to the Indebtedness which is less door all amounts due and payable at stwh tines, then Lender may apply that paymort to amounts than due and payable in any manner and in any order determined by Lender, in Lenders discretion. Neither Lender's acceptance of an amount which is less than all amounts then due and payable nor Lmdc's application of such payment in the manner enthurized shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding the application of my such amount to the Indebtedness, Borrowers obligations under this Instrument and the Note shall remain unchanged. PROTECTION OF LENDER'S SECURITY. (a) If Borrower fails to perform any of its obligations under this Instrument or any of the Loan Documents, or if any action or proceeding is commenced which purports to affect the Mortgaged Property, f.onders security at Lender's rights under this Im1rument; including eminent domain, insolvency, code enferrwncnt. civil or criminal forfeiture, enforcement of laws, fmndulmt conveyance or reorgenaatiare or proceedings involving a bankrupt or decedent, then Lender at Lenders option may make melt appearances, disburse such suns and lake such actions as Lender reasonably deems necessary to perform such obligations of Borrower and to protect -2- W Lender's interest, including payment of fees and oNof-pooket expenses of momeys, accountants, inspectors and consultant. (b) Any amount disbursed by Lender under this Secrion4, or under any other provision of this Instrument that treats such disbursement as being made under this Section 4, shall be added to. and become pan of, the principal component of the Indebtedness, shall be immediately due and payable and shall bear interest from the date of disbursement until paid at the "Default Rate,' as defined in the Note. Nothing in this Section 4 shall require Lender to incur any expense or take my action. !. LIENS; ENCUMBRANCES. Borrower ac)utowledges that the grant, creation or existence of my mortgage, dead of trust, deed to secure debt, security interest or other lien or encumbrance (a "Lien") on the Mortgaged Property (other than the lien of this Instrument, the Concoction Deed of Trost, and such mortgages, affordability and use restrictions and covenants as have been previously disclosed to and approved by Lender), whether voluntary, involuntary or by operation of law, and whether or not such Lien has priority over the lien Of this Instrument, comtiwtes an Event of Default (as defined In Section 6, below). 6. EVENT OF DEFAULT. Any failure by Borrower to pay or deposit when due any amount required by the Noce, this Instrument or my Other Loan Document shall constitute an "Trani of Daraule' undo this Instrument. To the extent Borrower does not comply with any term or condition of this Instrument, then, before any Event of Default shall occur hereunder, Borrower and Borrower's limited partner(c) (collectively, "Limited Partner") shall receive writtm notice of Borowees failure to comply and Borower and/or Limited Partner shall have the right, (but Limited Partner shall not have any obligation), within thirty (30) days of receipt of written notice of Borrower's fail= to comply, to core any such failure to comply. Lender agrees to accept any cure tendered by Limited Partner on behalf of Borower. 7. REMEDIES CUMULATIVE. Each right and remedy provided in this Instrument is distinct from all other rights ur remedies under this Instrument or any other Loan Document or afforded by applicable law, and each shall be cumulative and may be exercised concurently, independently, or successively, in any order. S. FORBEARANCE. (a) Lender may (but shall not be Obligated m) agree with Be=-", from time to time, and without giving notice to, or obtaining the convent of, or having any effect upon the obligations of, any guarantor or olha third parry obligor, to take any of the following actions: extend the time for payment of all Or any pan of the Indebtedness; reduce the paymm s due under this instrument, the Note, or any other Loan DocurnenC release anyone liable for the payment of any amount under this Instrument, the Now, or any Drina Loan Document; accept a renewal of the Note; modify the tent and time of payment or the Indebtedness; join In my extension or subordination agreement; release my Mortgaged Property; take or release other or additional security; modify the rate of interest or period of amortization of the Note; and otherwise modify this InstmmenL the Note, or my other loam Document. -3- s (b) Any forbearance by Lender in exercising any right or remedy under the Note, this bistrmnent, or any other Loan Document or otherwise afforded by applicable law, shall well be a waiver of or preclude the exercise of any other right or remedy. The acceptance by Lender of payment of ell or any part of the Indebtedness after the due data of such payment, or in an Amount which is less than the required payment, shall not be a waiver of Lenders right to require prompt payment when due oldie IndebOed,mss. 9. LOAN CHARGES. If any applicable law limiting the amount of interest or other charges permitted to be collected from Bornower is interpreted so that any charge provided for in arty Loan Document, whether considered separately or together with other charges levied in connection with any other Loan Document, violates that law, and Borrower is entitled to the benefit of dot law, that charge is hereby reduced to the came naseseery to eliminate that violation. 10. WAIVER OF STATUTE OF LIMITATIONS, Borrower hereby waives the right to assert any statute of limitations as a bar to the enforcement of the lien of this Instromen(or to any action brought to enforce my Loan Document. 11. FURTHER ASSURANCES. Borrower shall execute, acknowledge, and deliver, at its sole cost and expense, all further acts, dceds, conveyances, assignments, estoppel certificates, financing slatemenls. Imnsfera and assurances as Lender may require from time to time in order to better assure, grant, and convey to Lender the rights intended to be granted, now or in the furors, a Lender under this Instrument and the Lean Documents. 12. GOVERNING LAW; CONSENT TO JURISIMMON AND VENUE. (a) This instrument, end any Loon Document which does not itself expressly identify the taw that is to apply to it, shall be governed by the laws of the jurisdiction in which the Land is Imated ((he "Properly Jurledict6n'). (h) Borrower agrees that any controversy arising under a in rotation to the Note, this Instrument, or any other Loan Document shall be litigated exclusively in the Property Jurisdiction. The state and federal courts and amhorhics with jurisdiction In the Property Jurisdiction shall have exclusive juriarliclinn over all controversies which shall arise under or in relation to the Nate, any security for the Indebtedness, or any other Loan Document. Bumhwer Irrevocably consents a service, jurisdiction, and venue of such coons for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 13. NOTICE. (a) All maices, demands W other commuoiulions ("notice") under or concerning this instrument shall be in writing. Each notice shall be addressed to the intended recipient at its address set forth in this Instrument, and shall be domed given on the earliest to occur of (1) the date when the notice is received by the addressee; (2) the first Business Day after the notice is delivered to a recognized overnight courier service, with arrangements made for payment of charges for new Business Day delivery; or (3) the (hhd Business Day after the notice is deposited in the United Stares mail with postage prepaid, certified mail, remm receipt requested. .q. 0 As used in this Section 13, the lam "Business Day" means any day orb" than a Saturday, a Sunday or any otherday on which lender is net open for business. (b) Notices shall be delivered as follows: If to Borrower: 52w Drive Apartarm s, L.P. c%oMau Housing 1640 South Sepulveda Boulevard, Suite 425 Los Angeles, California 90023 Attention: John Huskey, President With a copy to: 52' Drive Apartmamis, L.P. do CHBA Affordable 111 151 Kalmar Drive, Suite J-5 Costs Mesa, California 92626 Attention: Graham EspleyJones And a copy to: BankofAmerica,N.A. Bank of America, N.A. CA4-703-01-29 Concord, CA 94520 Attention: Todd McCain If CCRC: California Community Reinvestment Corporation 225 Wert Broadway, Suite 120 Glendale, California 91204 Attention: Mary Kaiser (c) Any party to this Instrument may change the address w which notices intended for it see to be directed by means of notice given to the other party In accordance with thin Section t3. Fach party agrees that it will not refuse or ascot delivery of any notice given in accordance with this Section 13, that it will acknowledge, In writing, the receipt of any notice upon request by the other party and that arty notice rejected or refused by it shall be deemed for purposes of this Section 13 to have been received by the rejecting party on the dine so refused or rejected, as conclusively established by the records of the U.S. Postal Service or the courier service. 14. SALE OF NOTE; CHANGE IN SERVICER. The Now car a partial interest in the New (together with this Instrument and the other Loan Documents) may be said one or mote times without prior notice to Borrower. 15. SUCCESSORS AND ASSIGNS BOUND, This Instrument shall bind, and the rights granted by this Instrument shall inure to, the mspedive successeds end assigns of Leader and Borrower. 16. JOINT AND SEVERAL LIABILITY. If mare than one person or entity signs this Instrument as Borrower, the obligations of such persons and entities shall be joint and several. -5. 17. RELATIONSHIP OF PARTIES; NO THIRD PARTY BENEFICIARY. The relationship between Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Instrument shall create any other relationship between Lender and Borrower. No creditor of any parry to this Instrument and no other person shall be a third party beneficiary of this Instrument or any other Loan Document. 19. SEYERABILFPY; AMENDMENTS. The invalidity or unenforccability, of my provision of this Instrument shall out aD'ect the validity or enforceability of any other provision, and all usher provisions shall remain in full force and effect. This Inito ment contains the entire agreement among the patties as an the rights granted and the obligations assumed in this Instrument This Instrument may rot be amended or modified except by a writing signed by the party against whom enforcement is sought 19. CONSTRUCTION. The captions and headings of the sections of this Instrument are fur convenience only and shall be disregarded in construing this Instrument. All Exhibits attached to or referred to in this Instrument are incorporated by reference Into this Instrument. Any reference in this Instrument to a statute or regulation shall be construed as referring to that statute or regulation as amended from lime to Gme. Use of the singular in this Instrument includes the plural and use of the plural includes the singular. As used in this Instrument the term "including" means "including, but not limited to." 20. DISCLOSURE OF INFORMATION. lender may furnish information regarding Borrower or the Mortgaged Property to third parties with an existing or prospective interest in the servicing, enforcement, evaluation, performance, purchase or securitization of the Indebtedness, including iwt=, master servicars, special servieers, rating agencies, and organizations maintaining databases on the underwriting and perlormance of multifamily mortgage loans. Borrower irrevocably waives any and all rights it may have under applicable law to prohibit such disclosure, including any right ofprivacy. 21. NO CHANGE IN FACTS OR CIRCUMSTANCES. All information in the application far the loan submitted ro Lender (the "Loan Application') and in ail financial statements, rent rolls, reports, certificates and ether documents submitted in connection with the Loan Application are complete and accurate in all material mapixts. There has been no material adverse change in any fact or ciroumstanee that would make any such information incomplete or inaccurate. 22. ACCELERATION; REMEDIES. If an Event of Default has occurred and is continuing, Lender, at Lenders option, may dalae the IndehaAness In be immediately due and payable without further demand, and may invoke the power of sale and any other remedies provided in this Immanent or in any other Loan Document and permitted by California law. Borrower acknowledges that the power of sale granted in this Instrummat may be exercised by Lender without prior judicial hearing, Lender shall be entitled to collet all costs and expenses incurred in pursuing such remedies, including mussmable mtomeys' fees, costa of documentary evidence, abstracts and tide aspect. If the power of sale is invoked, Lender shall execute a written notice of the occurrence of an Event of Default and of Lender's elation to cause due Mortgaged Property in be sold and shall -6- cause the notice to be recorded in each county in which the Mortgaged Property or some part of the Mortgaged Property is located. Trustee shall give notice of default and notice of wk and shall sell the Mortgaged Property according to California kw. Trustee may sell the Mortgaged Property at the time and place and under the terms designated in the notice of sale in one or mare parcels arid in such order as'I ronce may determine. Tmstce may postpone the sale of all or any part of the Mortgaged Property by public announcement at the tine and place of any previously scheduled sale. Lender or Lender's designee may purchase the Mortgaged property at any sale. At the sak, Lender shall be entitled to credit bid, or to instruct Trusteq an behalf of Lender to credit bid, up to and including the entire amoum of the Indebtedness plus Trustee's fees and expenses. Trustee shall deliver to tiro purchaser at the sale, within a reasonable time, but in any event within 10 calendar days, after the sale, a deed conveying the Mortgaged Property so said without any express or implied covenant or warranty. The neeiuls in Trustee's deed shall be prima facie evidence of the truth of the stmcments made in thew recitals. Trustee shell apply the proceeds of the sale in the following order. (a) to all costs and expenses of exercising the power of sale, including the payment of Trustees fees and aurmeys' fees and casts of title evidence; (b) to the Indebtedness in such order as Lender, in Lenders discretion, directs; and (c) the excess, if any, to Ue person or persons legally entitled to the excess. 23. RECONVEVANCE. Upon payment of the Indebtedness, Lender shall release the Mortgaged Property and shall surrender this Irnnumert and the Now to Borrower or to the permm or pe . s legally entitled to the Mortgegcd Property. 24. SUBSTITUTE TRUSTEE. Lender, at Lender's option, may from time m time, by a written instrument appoint a successor tmswe, which instrument, when executed and acknowledged by Lender and recorded in the office of the Retorter of the county or counties where the Mortgaged Property is situated, shall be conclusive proof of proper substitution of the wceossw trustee. The successor trustee shall, without conveyance of the Mortgaged Property, succeed to all the mia, power and duties confirmed upon the 'I name, in this Insuumenl and by California law. The instrument of substitution shall contain the name of the original [antler, Trustee and Borrower under this Instrument, the book and page where this Instrument is recorded, and the name and address of the successor wstce. 25. FIXTURE PILING. This Instrument is also a 0xturc filing under the California Uniform Commercial Code. 26. WAIVER OF MARSHALLING; OTHER WAIVERS. To the extern permitted by law, Borrows waives (i) the benefit of all present or future laws providing for any eppraiscment before sale of any portion of the Mortgaged Property, (ii) all rights of redemption, valuation, appraisernsm, stay of execution, notice of election to mature or declare due the whole of the Indebtedness and marshalling in the event of foreclosure of the lien created by this Itnwment, (iii) all rights and remedies which Harrower may have or he able to uswrt by reason of the laws of the Slaw of California pertaining to the rights and remedies of sureties, (iv) the right to assert any statute of limitations as a bar to the enforcement of the lien of this Instrument or to any action hrnught to enforce the Nose or may other obligation secured by this Insmutrent, and (v) any rights, legal or equitable, to require nurshalling of assets or to require upon furu:lowre sales in a particular order. Lender shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided by this (netmmem. .7. Lender shall have the right to determine the order in which any or all portions of the Indebtedness are satisfied from the proceeds realized upon the exercise of the remedies provided by this Instrument. 27. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, BORROWER AND LENDER EACH (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS INSTRUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY AND (8) WAIVES ANY RIGHT TO 'TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE. EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. 28. SUBORDINATION. This Instrument is and shall remain subject and subordinate to the terms and lien of the Concoction Deed of Trost, and such mortgages, affordability and use restrictions and covenants as have been previously disclosed to and approved by Lender, and all modifications, extensions or renewals thereof, provided that Ihtae is no increase in the principal amount of the Construction Deed orTrust. Upon request when appropriate, fender shall execute such documentation ar is necessary to evidence the subordinatc nature of this instrument. 29. COUN'I'ERPAITTS. 'Ibis Instrument and my attached consents or exhihhs requiring signatures may be executed in counterparts, but all counterparts shall constitute but one and the sane: document. [ME REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 12 IN WI1NESS N91F.REOF, Borrower has signed and delivered this Instrument or has caused this Irotmment to be signed and delivered by its duly authorized representative. 52ND DRIVE APARTMENTS, L.P., a California limited partnership By: CHBA Affordable III, LLC, a Calitbmia limbed liability company, its Maroging General Partner By: Community Hane Builders and Associates, a California nonprofit public henefit corporation, its Sole Member and Manager By P. Espley-Jn By: 52nd Drive Aperrmems LLC, aCalifmsia limited liability company. its Administrative General Partner By: Kasey Burke, Vi .idem -9- STATE OF CALIFORNIA ) COUNTY OP 0fdAffj On .(?i11 1 , 2014, before me. JftnliC 7f(w4r4l a Notary Public, pmulally appeared �ts�( `=`,7,` who proved to nit on the basis of satisfaGnp, evidence m he the persont� whose rmme( lt/aw sufrscribed to the within instrument and acknowledged to me that Wandthey executed the same in hidlieNlheh authorized capecityfiea), and that by hi&%mM,etr signature(a) on the instrument the patsun(a), or the enlily upon lichalf of which the persoryel acted, executed the instrument. 1 "Nit)- under PENALTY OF PERJURY under the laws of the Sole of Califomfa that the foregoing paragraph is true and eortect. WITNESS my hand and official seal. LEANNE mupmEN Lommloelon a /a8179a NonryPuallnerltlmnla s ala zu M Lomm.E ntaImM tE, totN SIg110NR STATE OF CALIFORNIA ) COUNTY OF ) On _. , 2014. before me, a Notary Public, Personally appeared who proved m roc on the basis of satisfactory evidence us be the pereaa(s) whoa: name(s) Want subscribed to the within instrumrnt and acknowledged to me that he/sbehhey executed the same in lik1lerkheir authorized capecky(ics), aml that by histherftheir signatures) on the instrument the persun(s), or the entity upun behalf of which me person(s) acted, executed the instrument. 1 cattily under PENALTY OF PERJURY under the laws of the State of CeliPomie that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature to- v' CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT rile No; O STATE OF California I55 APN No: COUNTY OF Lw Arghees _ ) On 3JJ912014 _ _ before me, Acym h(oseE _ — _ , Ndnry Rw personally aPP'aeM IUfev BPrNe _ who proed ro me her Ube Dads d sqagUs{i�ddd�ywJnUMence tobe he s eehoye name( re apace( oM , d hatDM I and ach,rhes) on to me i-tbe eseor the the s�9 which ch We ei opdily(e), seM bled he er/Uedr signaNre(s) m tlae inNnenM -the Person(s), or Me entity a alf d whlcP the persan(s) IGM, aseatM the worn%. I [edify under PENALTY OF PERIURY under the laws of the State of California that the foregoing Paragraph is troe and owned. WITNESS on, Mod aand dTKbl Beal Signature //A //_A.t µ STERN 906E1( faaanWlNa e1M16EF E RONIy Wilk MP" oCawmft ftw r E lea ya Ga�n,E An Fa a0t6 This area for ofhhM notmd seel. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though staWh does not require lire fatury to fill In the data below, dung so may prove invaluable to in.. retying on she doomeds INOVI WAL CORPORATEOFFICFWS) TITLES) I] PARTNERIS) [I UNITED ❑ GENERAL Q ATTO(NFY-INFACT Q TRUSTEE(S) (� GUARDIARICONSERVATOR OTHER SIGNER 15 REPRESENTING: Name of Person or Entl - - — Named Person m EMRy OPTIONAL SECTION . NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data repursted here is not requited by Nw, it mind Prevent ha W ulen: reatadmcit Of The form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT . SIGNER(S) OTHER THAN NAMED ABOVE - --. r.Prm eaaoearr.eewwm...oas.wn wrad 13 LEGAL DESCRIPTION The reel property situated in the City of Vernon, County of Los Angeles, State of California, described as follows: Real property in the City of Vernon, County of Las Angeles, State of California, described an folio"; LOTS 45 TO 53 INCLUSIVE OF TRACT NO. 7923, IN THE CITY OF VF.RNON, COUNTY OF LOS ANGELS$ STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES e0 TO 33 INCLUSFVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AM 63144p2-960(portion) Street Address of Property: 4675 5:eo Drive, Vernon, CA. RECORDED DOCUMENT 6314-002-900 DOC# 14-0286022-02 PLEASE READ YELLOW SHEET FIRST RF('EWED APR 1 4 2014 CITY ADMINISTRATION 030)00016 52ND DRIVE APARTMENTS LP 4305 S SANTA FE AVE VERNON, CA 90OW1714 $ E t .2 c CCC O & due-b 2 ~ 3 t a This page is part of your docurneM • DO NOT DISCARD �Q,?..0f i°,• 20140286022 gg I�II,III1111II IIIII I.II IIIII IIIII (IIIII II IIVII II�� P0037 t _ _ RecordedlFtled in ORicial Records f Recorders Cffce, Los Angeles County, R California CAlIWIN�A� 03121/14 AT 08:OOAM mas: lfifi VV 0MR: GAO PAID 166.00 I�IIIIIINIIIIIIIIIIIIIIIIIIII�IIIIIIII�IIIIII IIIIIIIIIIIII'IIIIIIIIIIIIII�IIIIIIII LEADSHEET III (IIIII lilll IIIII IIIII INII I IIII'IIII IIIII IIIII IIIII IIIII IIIII IIIII IIIN IIIII III! (III 201403210210016 00000902316 'ONI' IIIII�IIII�IIII illlllllllll 006090045 SEQ: 06 ]AA - ^itic Company IIIIIIIIUIIIIIII�NWh;9lil11l1INIIIIIIIII!IIIN IIIIINulliiuBl INIIIIINII�NIIn�llll N� II!I IIIIIN'NIRIJIINI'i IN If INNN�I - THIS FORM IS NOT TO BE DUPLICATED b6 nRST AWRICAN TITLE INSURANCE COMPANY jRI, C(�Iff�+ mBppI�41 y RECORDING REQUESTED BY ��lit' ll � I" AND WHEN RECORDED MAIL TO: -201402B6o22 Put Hastings LLP 515 Suulh Flower Street Twenty -Fifth Floor Ins Angeles, CA 90071 Ann: Kenneth Krug, Esq. 5^� � 1NI53PACEABOVEFORaBCMDEa]U9E ARP LEASEHOLD CONSTRUCTION DEED OF TRUST with Aasignaant of Rents. Security Agreement, and Flature Filing (Affordable Rousing ProfPm-Rental PruJerl THIS DEED OF TRUST SECURES ALL PRESENT AND FUTURE LOAN DISBURSEMENTS MADE IN ACCORDANCE WITH THE TERMS OF THE PROMISSORY NOTE BETWEEN TRUSTOR AND BENEFICIARY. This Document Smes as a Firtme Filing under the California Uniform Commercial Code. Tmdur's Organizational identification Mumber is: 201306D00012 The parties to this AHP Lonschold Conswain Deed of Trust with Assignment of Rob, Security Agrcelrlent, and Fixture Filing (this "Deed of Trust"), dated for reference purposes as of March 1, 2014. are 52ND DRIVE APARTMENTS, L.P., a California limited partnership, m mission (the 'Trutor"). BANK OF AMERICA, N.A., a national banking association, as trustees (the Tru ter"). and COMMUNITY HOME BUILDERS AND ASSOCIATES, a California nonprofit public benefit corporation, as beneficiary and securud party (the "Benefieiary'�. 1. Grant In Treat and Secured Obligations. 1.1 Grant in Trurt. For the pwl ox of maturing paymlent and performance of the %eomed O hligiduo, defined and described below, "[moor hereby irrevonbly and unconditionally gruts, conveys, trnsfers and assigns to Trustee, in trust for th benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, this, and interest Trusts now has or may later require in and to the following property (all or any pan of such property; or my interest in all or my part of it as the unreal may require, the "Properly"): (a) The real property located in Los Angeles County, California. as more fully described in Exhibit A attached hereto and made a pan hereof as if fury mat forth, together with all existing and future eason r. aM rights affording access to it (the "Land"); together with (b) All buildings. structures and improvements now located or later to be c nstnsched on the Land (the "Improvements"): together with -t- pup CVn4lal,CralNn®OF ThU]T I lliAl. lla Wr]Nalaa� (f'LM nme AlErfetrt) N (c) AO existing and future appurtenances, privileges, rights, easements. fianehises and mttements cf dw Land, and all as -extracted colbueml produced truth or allocated to the land including, without knutation, minerals, oil, gas, other hydrocarbons and associated substances. sulphur, nitrogen, carbon dioxide, helium and any other commercially valuable substances which may be in. under or produced from any part of the land, and all products processed or obtained therohom. and the proceeds thereof, and all development rights and credits, air rights, water, water course& water rights (whether riparian, appmpiadvc or omermw and whether or net appurtenant) and water stoclt, easement& rights -of -way, gores or strips of land, and any land lying in the streets, ways, alleys, passages, roads or avenue& open err proposed, in front oft adjoining the land and Improvements; together with (d) At existing and future lerexss, a.bi.m, sublenmcies, Hermosa, occupancy agreements and concessions relating to the use and enjoyment of all or any pan of the Land and Improvements, and any and all gum Mies and other agreements minting to or made in connection with any of such Imasus; together with (c) AO tool property and improvements on it and all appnnenmwes and other property and interests of any kind or character, whether described in Exhibit A or out, that may he reasonably necessary or desirable to promote the present and any reasonable future beneficial use and enjoyment of the Land and Improveramw together with (f) All good& materials, supplies, chanei& furniture, fixhves, equipment and machinery (including software embedded therein), new or later to be attached lo, placed in or on, or used in connection with the use, enjoyment, occupancy or operation of all or my part of the Land and improvements. whether stored on the Lead or elsewhere. including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, wanking, heating, coming, air conditioning, lighting, refrigeration and plumbing ftxtmes and equipment (including software embedded therein), all of which will be considered to (be fullest extern of the law to be real property for purposes ofthis Deed of Trusty together with (g) All building mamriuhs equipment (including software senhedded therein), work in process or other pers at d property of any kind, whether stand on the Land or elsewhere, that have been or Inc will he acquired forthe purpose of being delivered to, incorporated into or installed in or abed the Land or Improvements; together with (h) All of Ineto's interest in and to the AIIP Subsidy (as such km is defined below); together with (I) All rights to the payment of money, accounts, accounts receivable, reserves, deferred payments, refunds of =1 property and personal property lax6 and ether refund& cod savings, payments and deposits, whether now on later to be received from third parties (including all earnest money sales deposits) or deposited by Trustor with third parties (including all miliry deposits), connect rights, developnent and use rights, federal, sate and ]mat (as credits and other has benefits (to the extent assignable), governmental permits and licenses, applications, archhatural and engineering plans, specifics time and drawings, as -built drawings, chattel paper (whether tangible or elaaonic), instruments, documents, promissory notes, drafts, letters of credit (other Than letters of credit in favor of Beneficiary) and teller-uF UUAL US we1tw3054 '1_ ANPNNamLCmWDEFDOP 6t credit rights (whether or not the [met of credit is evidenced by a writing), supporting obligations, and general intangibles of every mtme (including payment intangibles), which arise from or relate to construction on the laud or to any business now Or later to be conducted an it, Or to the Land and Improvements generally; together with (j) Alt proceeds. including all claims to and demands for them, of the voluntary or involuntary conversion of any of the land, Improvements err the Other property described above into cash or liquidated claims, including proceeds of all present and future fire. hared or casualty insurance policies and all condemnation awards or payments now or later to be made by my public body or decree by any court ofwmpetenljurisdiction for any taking or in connection with my condanmtion or eminent domain proceeding, and all causes of acorn and their proceeds for any damage or injury to the Land. Improvements or the other property described above or any part of them, Or breach of warranty in connection with the construction of the Improvement, including cows of action arising in tort, contract fraud or concealment of a material fact; together with (it) All books and records pertaining to any and all of the property described above, and all recorded dam of my kind or aware, regardless of the medium of recording including, withan limitation, all software, writings, plans, specifications, and schematics relating thereto, including records minting to tenants under any leases, and the qualification of such worms, and all certificates, vouchers, ad other documents in my we), related thereto, and all records reining to the application and allocation of any federal, mute, and local tax aedhs a benefits, including conpwer-readable memory and my container hardware or software lincluding embedded suflwere) necessary to accexs and process such memory (collectively, the "Books and Records'); together with (1) All cnmmsacial tort claims Trustor now has or hereafter nequims relating to my of the property described above; together with (in) All softwom embedded within or used in connection with any of the above -described property; together with (n) AN products, acco mts, and proceeds (cash or inn -cash) of additions and accretions to, substitutions and replacements for, end charges in any of the proper, described above, including all proceeds of any voluntary or involuntary disposition or claim respecting any such pmperty (arising Out of any judgment, condemnation o award, tr Otherwiz arising), and all supporting obligations ancillary to or arising In my way in connection therewith, and all general intangibles (-including payment intangibles) wising in my way in connection therewith, and all goods, accounts, instruments, documents, promissory Oates, thwart papa (whether tangible or electronic), deposit accounts, supporting obligations, and general intangibles, wherever located, acquired with cash proceeds Of any of the foregoing err its proceeds. Capitalized teens used shove and elsewhere in this Deed of Treat without definition have the meetings given them in the A14P Subsidy Now referred to in Swdiun 1.3 below. All terms nut defined herein shall have the meaning set forth in dw Uniform Commercial Code, as entered in the Slaty of Califsamin, as amendeJ a recodified from time to time (the "Cal forma Uniform Commercial Code") Or under the Uniform Commercial Cate, in force from time to time, in any -3- niaaaa'nornta+iraooruun rLMI Yn wYtAYlAISr d9tl Dire Ap,u,wisl other stale to the intent the same is applicable law (collectively, the "Uaffam Commereial Code"), If a term is defined in Article 9 of the UCC differently than in another Article of the Uniform Commercial Code, then such term shall have the meaning set forth in Article 9 of the Uniform Commercial Code. Truster shall and will warrant and forever defend the above - bargained Property in the quiet and peaceable possession of the Trustee. its successors and assigns, against all and every perm or Persons lawfully claiming or to claim the whole or any part thereof. Trame agrees that any greater title to the Property hereafter acquired by Truster during the harm hereof shall be subject hereto. 1.2 Scared (Mliemims. Truster makes it. grant, conveyance, transfer and assignment set forth above and grants the security interest set forth in ;jectioll,3 for the purpose of securing the following obligations ("Seared Obligations") in any order of Priority that Henefwfary may chooses: (a) Payment and perl'ormmee of all obligations of Trusser order that certain Promissory Now in the original principal amaunl of S"0,000 dated as of Wmh I, 2014, made by Truster w the order ofBeneficimy (hhe'Partnership Note'); (b) Payment and performance of all obligations of Tnetor under this feed of Trust; (c) Payment and perfenrmnce of all future adrm. and odor obligations Truster or any successor in ownership of all or part of the Property may agree in pay mid/or perform (whether at principal, surety, or guarantor) for the benefit of Beneficiary, when a writing evidences the partiesagreement that the advance or obligation be secured by this Deed of Trust; and (d) Payment and performance of all modifications, amendments, eatensioos, and renewals, however evidenced of any of the Secured Obligations. All Persons who may have m acquire an interest in all or any Pint of the Property will be considered to have entice of and will be bound by, the terms of dic Secured Obligations am each other agreement or instrument made or entered into in comaction with each of the Secured Obligations. The beneficial interest of Drneficiary under this Dad of Trust is being collaterally assigned by Beroficiery, to Berk of America (alifier ia, N.A. (the "AHP Lender'), as collateral security for the obligations of Beneficiary under (i) that certain Promissory Note (the "ARP Subsidy Now-) in the original principal amount of $440,000, made by Beneficiary to the order of AHP Lender and dated as of Match I, 2014. and (ii) the other AHP Loan Documents as defined in the Collaterat Assigmocot of Loan, Lom Rights and Loan Documents ISAween Beneficiary and AHP Lender (the "AffP fnan Document,"). 2. AssitumentofRmn. 2.1 Assienmeat. Truster hereby irrevocably, absolutely, praemly and unconditionally assigns to Beneficiary all rents. royalties, issues, profits, revenue, income and pn¢ads of the Property, whether now due, past den or to becwnc due, including all prepaid rem and winity deposits (some or at[ collectively, as the contest may require, "Rents'). �. ruocoasiasocner+nasnwtahsr IEGM Iq N'Y:waNe< IAiMPm AtvwW�¢) L THIS IS AN ABSOLUTE ASSIGNMENT, NOT AN ASSIGNMENT FOR SECURITY ONLY. 2.2 Grant of License. Beneficiary hereby confers upon Tneslor a license ("License") to collect and retain the Rents as they become due and payable, an long as no Event of Default (as such term is defined below) exists and continues. If an Event of Default has attuned and is continuing, Beneficiary will have the right, exercisable in its sole discretion, to terminate this License without notice to ar demand upon Trustor and without regard to the adequacy of Benefnciary's security under this Deed of Trust 2.3 Culketiop and Application of Rents. Subject to the License granted above. Beneficiary has dhc right, power and authority to collect any and all Rents. Truism hereby appoints Beneficiary its aftorney-in-fuel on perform any and all of the following aunt, if and at the times when Beneficiary in its sole discretion may so choose: (a) Demand, mceiveand enforce payment ofany mdall Rents; or (b) Give receipts releases and satisfactions for any and all Rents; or (c) Sue either in the name of Tmstor or in the time of Beneficiary fin my and all Rents. Bmeficinrys right to the Rents dues not depend on whether Beneficiury lakes possession of the property, as pertained under this Deed of Trust. In Beneficiary's sole discretion, Beneficiary may climuc to collect Rents either with m without taking possession afthe Property. Beneficiarywill apply all Rents collected by it in the meaner provided below if an Event of Default occurs while Beneficiary is in possession of all or part of the Property and is collecting and applying Rents as permitted under this Iliad of Trost, Beneficiary, Trustee and any receiver will nevertheless be wdded to a raise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exemiw the power of sale granted under this Deed of Trust. 2A Beaeficht" Not Rtmotxsible. Under no circumstances will Benefciay have any duty to produce Rents boon the Property. Regardless ofwhether Beneficiary, in person or by agent. takes actual possession of the Lard and Improvements, Beneficiary is rat and will not be deemed to be: (a) A "mortgagee in possession" for my purpose; or (b) Responsible for performing any of the obligation of the kssm under my loose: or (c) Responsible for my waste communed by lessees or any other patties, any dangerous or defective condition of the Property, or my negligence in the management, upkeep, repair or control of the properly; or (d) Liable in my manner for the Property or the use, occupancy, enjoyment or operation of all or any part of it.. .5- atoratcrxou= mon. rxost hEriAr_hA wrr]Anrnia 1#rameApvmxnul 2.5 Leaaine. Investor may not accept any dtyosit or prepayment of Rents for my renal period exceeding one (1) month without Beneficiary s prim written consent (nut including any security dgnocit). Truant may not lase, doe Property or my part of it except strictly in accordance with the AHP Lon Documents. Tmstor most apply all Rents in the manna required by the AHP Loan Documents. 3. Grant of Secorily lateral. 3.1 Security Aarcemml. The parties intend for this Deed of Trust to create a lien cn the Property, and an absolute assignment of the Rents and Leases. all in fmaa of Benefidary. The parties acknowledge That some of the Property and same of the Rents and Lases may be determined under applicable law to be personal property or fixnues. To The Went do any Property, Rents, ear 1. may he or be determined to be personal property, Treanor, as debtor, hereby gran to Beneficiary, as secured party, a security interest in all such Property, Rents, and Lases, to aware payment and perlbrmaoee of the gained Obligations. This Deed of Trust consulates a security agreement under the IICC, covering all such Property, Runs, and Leases. To the extent such Property, Rats, or Leases are not real property encumbered by the Ilen granted above, and are nut absolutely assigned by the assignment act forth above, it is the intention of the parties that such Property, Rents, amber Leases shall constitute "prooeeds, products, offspring, trots, or profits" (as defined in and for the purposes of Section 552(b) of the United States Bankruptcy Code, a such section may be modified err suppdemeMed) of the Land and improvement. 3.2 fFuss cka, Stsetenomb. (a) Apdanizatiop m File Financing Shipments' Power of AUMQ Toaster hereby authorizes Beneficiary, at any time and from time to time, in file my initial fhancing statements- nesidmena thereto, ad commonest, statements. with or without signature of Truster, as authorized by applicable law, as applicable to the Collateral, As provided in SMiou 5.11 below, Truster shall pay all fees and coats thin Beneficiary may incur in filing such documents in public offices and in obtaining such record searches m Beneficiary my reasonably require and all other reasonable fees and costs Beneficiary hwmrs in eontswion with perfection of its security interests. For purposes of such filings, Tmslor agree to furnish my information requested by Beneficiary promptly upon request by Beneficiary. TruMor ale ratifies its authorimition for Beneficiary to have filed my like initial financing uau nee. amendments thereto, or crmtinualum sbbments if ftted prim to the dale of this Deed efTmst Trustm herby irrevocably constiMes and appoints Beneficiary and my offrcw or agent of Beneficiary. with full power of substitution, as its true and lawful attorneys -infect with full irrevocable power and authority in the place and stead of Truster or in Trustees awn one to execute in Tmstofs more any such documents and m otherwise carry out the purposes of this Semen, in the indent baz Tmstnr's authori tine, above is not wRctenl. To the extern not expressly prohibited by applicable law, Towns hereby ratifies and affums all acts said auormys-in-fact shall lawfully do, have dune M the pass or cause to be done in the fume by vunse herwE This power of momey is a power coupled with an interest and shall be irrevocable. If my finawing statement or other document is filed in the records normally pertaining an personal property. that filing shall never be construed as in any way derogaling from or impairing [his Deed of Truss or the rights or obligations of the parties under it. .a- near cwasrauerxn ossasor rxusr uru sn warrwsas. caao,ne ar•�wso no (b) Interprelifitin. Everything used in connection with the Property and/or adapted for use therein andrnr which is described or reflected in this Dead of Trust is, and at all times and for all purposes and in all proceedings both legal or equitable shall be regarded a part of the real causte encumbered by this Deed of Trust irrespective of whether () any such item is physically mouthed m the Improwarmnts, (ii) serial numbers are used for the baba identification of Certain equipment items rJpable of ticing mass Idenllfled In a recital contained herein or In my list filed with Brneficiary or (iii) my such item is referred to or rethxted in my such Financing Statement so filed at my time. Similarly, the mention in my such Flaunting Statement of (1) rights in or in the proceeds of my fine andlor hazard intone policy, or (2) my award in ambient domain proceedings for a tatting or for lessening of value, or (3) Tncstor's interest as lessor in my present or future Imse or rights In income growing out of the use auVor occupancy of the property conveyed hereby, whether pursuant to lease in othuwisq shall never be construed as in my way altering anyoft righn of Beneficiary a determined by this instrument or impugning the prboril, of HeufrciW L. Jim granted hereby in by any other recorded document. Such mention in the Financing Statement is declared m be solely fen the protection of Beneficiary in the event my court erjudge ahall at my time told, with respect to the trainers set forth in the foregoing clauses (I), (2), and (3). that notice of Beneficiary's priority of interest is required in order to be effe tive against a psrticulm class of persons, including but not limited to the federal governmem and any subdivisions or entity ofthe federal government, shall be filed in the Uniform Commercial Code records. d. EReetive as a Flusacluit Statemeet; Flamre Fit This Deed of Trust mistimes a financing statement filed a a fixture filing under the applicable section of the Uniform, Commercial Code. in amended or recodified from time to time, covering my Property which now is or late may become fuCues attached to the )end or Improvemenn. This Deed of Tint shall also be effective as a financing mderrlent covering a -extracted collmaal (including oil and gas). monuts, and general intangibles muter the Uniform Commercial Code, which will be financed at the wellhead or mioehcad of the wells or mines located on the Property and is to be filed for record in the mat estate records of each cowry where my part of the property is situated. Ibis Deed of Trost shall also be effective as a Inacing amenent covering my other Property and may be filed in my other appropriate filing orrecording office. The mailing address of Tamar is the address of Tnator set forth at the end of this Deed of Trtm and the address of Beneficiary from which information concerning the security interests hcrmnder spay be obtained is the address of Beneficiary, sec forth m the and of this Dmd of Tms A carbar, phtAopWhic m other mprodoction of this Used of Tmst or of my financing statement relming to this Deed of Trust shall be sufficient as a funning interment for my of the purposes released to in this Seetion S. Rights and Duties of the Parties. 5.1 Raor Wistius, mad WurraotW. Tnlmor represents; and warrants ohm, except at, previously disclosed to Beneficiary in writing. (a) Tmstor lawfully possesses and holds leasehold tide in all of the Land and the Improvements, umem my portion of Tmsmes present interest in the Land is described in ,�. ♦mcoxssaucrcan vr®m'rausr IlAlA1�U1 W YlNifn6A ISA1Dme Apve�nu) Exhibit A as a leasehold interest in which case Trustor Iawfally possesses and holds a leasehold interest in such purlion of the Land u stated in Exhibit A; and (b) Tmstor has or will have good and marketable title to all Property subject only to such czceptiuns and conditions to title m Beneficiary has approved in its sole and absolute discretion (the "Prior Approved Eacambnaees"); and (c) Subject to the rights of swim liedholdets, Tmstor has the full and unlimited power, right and authority to encumber the Property and assign the Rehb; and (d) This Deed of Trust curates a lien an the Property subject only ]c the Prim Approved Encunbrencu; and (e) The Property includes all property and rights which may he r nabiy neconary, or desirable to promote the present and any reasonable forte beneficial use and enjoyment of the Land and the Improvements; and (f) Truslor owns any Property which is personal property free and clear of any security agreements, abuvationu of title, or conditional sales contracts, and there is no prrsanUy effective financing statement affecting such personal property on file in any public office; acept with respect to senior indebtedness approved and permitted by Beoel char. and (g) The Property has frontage on and direct access for ingress and egress m streets: and (h) Electric (and gas, if availablel, water facilities, sower facilities and any other necessary udlitiea will be, after completion of construction of the Pmject and at all times Uhereaftm, available in sufficient capacity to service the Property satisfactorily and any easements necessary to the famishing of such utilities arc or will be granted and duly recorded; and (I) Trustee's exam legal name is correctly set forth in the intmdumary paragraph of this Dead of Trust. 0) If Trusor is rant an individual, Tru m's correct Organizational identification number is correctly set forth in the introductory paragraph of this Dad of rum (k) If Tntstor is not an individual, Trustor is a organization of the type and (if non an unregistered entity) is incorporated in or organized under the laws of the smte specified in the inuoduchay paragraph of this De id of Trust. If Trustor is an unregistered entity (including, with= limitation, a general partnership) it is organised ardor the laws ofthe state specified in the immdu ory paragraph ul'this Deed of Trust. 0) If Trustor is an individual, Trustors principal msicicna has for the preceding four (d) months been and will wntimit to be (unless'1'notor notifies Bank of any change in writing at ]cast thirty (30) days prior to the dare of such change) the address of the principal residence ofTmstor specified on the signature page ofthis Deed of Trost. uom ' wa rnssssass -g- nevwna� 1piiae nmwe eW.) 10 (m) Trusts': principal place of business and chief executive office, and the place where Trumor keeps its boobs and recards, including recorded data of any kind or nature, regardless of the medium of nroding including. without limitation, Software, writings, Plans, specifications and schematics cooceming the Property, has for the preceding four (4) months (or, if leas, the mine period of the existence of Trustor) been and will continue to be (times, Trusmr notifies Hank of any change in writing m laws thirty (301 days prior In the date of such change) at the address ot addresses specified on the signature page ofthis Deed ofTnast. (n) If Trusmr is not an individual, Trastors organizational identification numheq if my, assigned by the Same orincorpomtion or organization is correctly set forth on the first page of this Deed of Trust. Tnumr shall promptly notify Bank (I) of any change of its organzational identification number, or III)if i'mstor does not now have an organisation identification number and later obli ins one, of such organitational identification number. (o) To the best of Tnusars knowledge and belief. no authorization, consent, approval, other notion by, notice to, or (ding with, my guvernnuortal autdnity, regulatory body, or any other entity is required for the execution of this Agreement Or the grant a pedsocion of the security interests granted herein. (p) P.xmpt as previously disclosed in writing m Hank. to the best ofTrustor's knowledge and belief. Trtmor holds no commercial turf claims reining to the Property. 5.2 Testes and Amemmentn. TmSam mum pay prior to delinquency all taxes, levies, charges and assessments ("fimpusitoa") imposed by my public or quasi -public maturity or utility company that are (or it net paid, may beeome) a lien on all or pan of the property or my interest in it, or that may cause my ci ueaa, in the value of the Property Of my pan of iL if my Imposition becomes del(nqucm, Beneficiary may require Thistor m present evidence that they have peen paid in fu IL on ten (10) dayi writing notice by Beneficiary M I iustor. 53 PMormanee of Secured Obligations. Trot or must PmnrlatlY Pay and Pufoan each Secured Obligation in auordarce with its terms. 54 Liens. Quotes and Eseumbnnces. Tensor muss discharge within thirty (30 days) my lien on the property not consented to in writing by Emat iciary. 'Rumor must pay when due each obligation secured by or reducible to a lien, charge or encumbrance that now does or later may encumber or appear to mcumbcr all or pm of dic Properly or my interest in it; whether the her. charge or encumbrance is gar would he senior or suhmdinase to this Dad of Trust 5.5 Damages and homMuce and C d do P aeeals S h Bond Proceeds. Subject to the rights of any Senior Lerida (as defined below), my (a) award of damages in connection with any eondemnadon for public use or injury to the Property or my pad thereof, and (h) payments, rights to payment, and all otter compensation payable, directly or indirectly, under my payment, pahsrmance, or other bond (each a "Sarety Boad") related to, or issued in connection with, the construction of any Improvements or the performance of my acts, related to the Property or my interest in it, whether or net weir Surgery Bonds are required by Beneficiary, ere hereby assigned and must be paid to Beneficiary, which may apply or release _y. AwcousxsKnw mEDOr rnusr tEQaL US WrTMMS 4 (SlWD,in ApY�Nal the runways received by it upon any halebredreas sewrtd hereby. in the order Bmefrciary determines, or a the option of Beneficiary the entire amount so collected or any part thereof may be released to Truslor. Beneficiary's application a release of such funds will net core or waive my default or notice of drfauh hereunder or invalidate any an done pursuant to the notice. hintwithvtanding anything herein to the contrary, Beneficiary shall apply the same standards for approving the release of insurance proceeds as the beneficiary under the senior deed of trust referenced in Section 10 below securing an indebtedness in the amount of 88,8?0,3a0. 5.6 Malnlensnce and Preservation of Property. (a) Trust" must insure the Property for the full replacmnwt team of all Improvement,, without giving effect to deprecialiun "amortixition. by a company acceptable m Beneficiary, and any leader holding a senior priority deed of oug against the Properly (each, a "Senator Lender"). The form of the insurance policy, endorsemonts and deduetibies mug all be aueptabhe m Beneficiary and each Senior Lender. Subject m any print right, of a Senior Lender, the amount collected under my foe or other insurance policy may be applied by Beneficiary upon my Indebtedness secured hereby, in the order Beneficiary determines, or a option of Beneficiary the entire amount so w1ected or my pat thereof may be released to Trugor. Such application or relent does not core or waive my default or notice of default hereunder or invalidate my war done pursuant In the notice. (b) Truster must keep the Propem in good condition and repair and may not remove or demolish the Property or my pad of it, "alter, remote or add to the Property iu any way that will affect negatively its value. (c) If all or pad of the Property becomes damaged or destroyed, Trvstor must promplly and completely repair and/or resmrc the Property in a good and worimtmlike manter in accordance with sound building pmctires, suhjen to the rights of any Senior Lender. (d) Trusmr may out commit or allow my act upon or use of the Property that would violate: (I) my applicable law or order of my governmental authority. whether rtow existing or later matted and whether foreseen or unfaesem; or (ii) my public or private covenant, condition, restriction in equitable servitude affecting the Property. Trusts may not bring or keep my article on the Property or cause or allow my condition to exist on it, if that could invalidate or would be prohibited by my insurance coverage milubed to be maintained by Trustor on the Property. (a) Trust" may not commit or allow waste of the Property, including those Ws " omission characterized arising in relation to hazardous substances, as such term is defined by applicable gamtes. (f) Trust" most perform all other ants 0tat from the character or use of the Property may be reasonably necessary to maintain and preserve itx value. 5.7 Trustee's Aoeeptanee of Trust. Trustee accepts this most when this Dad of Trust is recorded. _ NRCONar0.UCfIO1:Oim"MUST LL•OAL_U5,4 Y>NV)A%0 Ip Benton\V avowmm IV S.g Asthorbad Acts of Trastrx. From time to time when requested to do so by Beneficiary in writing. Trustee may perform my of the following acts without measuring any liability or giving notice to any person consent to the nuking of any plat or map of the Property or my part of it; join in Starting any eanmem a creating any restriction affecting the Property; join in my subordination or other agreement afiecong this Deed of Trust or the lien of it; or recunvey the Prvpeny or any pal of it without any warmly. 5.9 Reeaavevaaee. When all of the Secured Obligations bm been paid and performed in full, Bereliciary will request Trustee in writing to recom ey the Property, and will sumerder this Dead of Trost and any and all promisaay rims and instruments evidencing the Secured Obligations to Truistic. When Trustee seceiva Beneficisry's written request for ecomveyance and all Aces and other soma owing to Truslee by Tnedor, Trustee must ricsu vey the Property, or an much of it as is then held under this Dad of Trust, without warranty. to the person or persons legally eroded to it, who must pay my costs of recordation. In the recanveyance,, the grates: may he described as 'the prim or perwns legally entitled thereto," and the recitals of my matters or facts will be conclusive proof of their truthfulness. Neither Beneficiary nor Trustee has my duty to determine the rights of pawns claiming to be rightful gramees of any rcunveyance. 5.10 Compensation d Exculpation. (a) Traitor agrees to pay fees in the maximum atom¢ legally Pamhted. or reasonable fees m may be charged by Beneficiary, and Trustee when the low provides nee maximum Inds. fur my swim that Beneficiary or Trusts may render in connection with this Deed of Trent, including Benefrcfay's providing a statement of the Secured Obligations a Trustees rendering of sorvim in oumadun with a reumveyaacc. Traaor muel Wan My or reimburse all of Beneficiary's and Trustees costs and expenses that may be incurred in rendering any such services. Trusts further agrees to pay or reimburse Beneficiary for all reasonable costs, m:xpemxs and other advances that may be incurred or made by Beneficiary a Trustee in my ef[mV to cafacc my rams of this Dced of Trust, including my rights or remedies afforded lu Benofici ry at Trace a both of them under this Dood of Trust, whether any Iawa-A is filed or not, or im defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable mtem y,' fees and other logo] mats. costs of my Foreclosure Sale (as wch tern is defused below) and my cost of evidence of title. (b) Beneficiary will not be directly or indirectly liable to'Ituslor or any other person as a consequence of my of the following: (i) Bntefeiary's exercise of or faihue to exercise any tights, remedies or powers gramed to Beneficiary in this Deed of Trust (n) Beneficiary's failure or refusal to perform or discharge my ahligation or liability of Tmstor under my agreement related to the Property or undo this Deed of Town; or (fit)my loss sustained by "I mesa m my third party resulting from fleneficiary's failure to lase the Pmperty, a from my other act or anission of Deneficiay in managing the Property, after an Evan of Defmlt, unless the loss is caused by the willfirl misamduct or bad faith of"Res eficiery. Trstor hereby expressly waives and releases all liability of the types described above, and agrees that on, liability will be asserted against or impo sd upon 13meficiary. .11_ uvcauraucnon ramatxvsr 1£a.LL IA wlT9eaf 1 (She MnxpMwoal 9 5.11 Defene and Notice of Claims mud Action. At Trustors sole expense, Truster must prdeck preserve and defend the Properly and title to and right of possession of the Property, and the security of this Deed of Trish and the rights and powers of Beneficiary and Theme created under it, against all adverse claims. Tremor muss give Beneficiary and Tonight prompt notice at writing if any claim is assaded (het does or could affect any of such mane; or if my action or proceeding is commenced alleging he relating to my sixth claim. 5.12 Sabslltution of Trustee. From time to time, Beneficiary may substitute a successor to any Trustee named in or acting under this Deed of Trust in any manner now car later an be provided ar law, or by a written instrument executed and acknowledged by Beneficiary and recorded in the offices) of the tworder(s) of the county or ennties where the Property and Improvements are situated. Any such assortment will be conclusive proof of the primer substitution of the successor Trustee, who will automatically upon retardation of the instrument succeed to all caste, title, rights, powers and duties of the predecessor Trustee. without conveyance from il. 5.13 Subrutation. Beneficiary will be subrogamd to the liens of all encumbrances, whether released of record or end, that are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust or with the proceeds of my ban secured by this Deed of Train. 5.14 Sift Vigils. Obsenratioa and T'eatey. Beneficiary and its agents aid representstivcs have the right to cater and visit the Property at my rnsanable time for the purpose of performing appaissls. In addition, Heneficiaty and 'I moss and their agents and representatives have the right to inter and visit the Property a my reasonable time for the purposes of observing the Property, taking and removing soil or groundwater samples, and conducting tests on my partof the Property, subject m the rights of teiunes. 5.15 Nod" of Chmnme. Toaster will not cause or permit my change to be made in (a)its name, identity, or corporate, pamarship, limited liability company, or other oniry structure, (b) its jurisdiction on organization (c) its organizational identifhcatiou number, (d) its place of husinms or, if more than one, its thief executive office, (a) its mailing address, or (f) my change in the location of my Property, including the Books and Records, unless Truser shall have notified Beneficiary in writing of such change at least thirty (30) days prim to the effective date of such change, and shall have first taken all action required by Beneficiary far the purpose of further perfecting or protecting the lien and security interest of Beneficiary in the Property. (/nkss otherwise approved by Hahefhciary in writing, all Property that consists of personal property (other than the Books and Records) will be located n the Land and all Books and Records will be located at Trustees place of business or chief executive office if Truster has more than oat place of business. 5.16 FartherAssurmmca. Treanor Shall, promptly on request of Beneficiary or AHP Linder, (a) correct my defect, error or omission which may be discovered in the contents, exocmion, or acknowledgment of this Deed of Trust or my of the AHP Loan Docurnents; (b)execute, acknowledge, deliver, promra, and record and/or file such further doenmenis (including, without limitation, further deeds of WsL security agreemmLs, financing statements, financing statements smandments, confirmation satements, and assignments of rents or leases) tECMn�Us warYYlW41 •12• AIOtOmTxt%i]�DaLAOfry^1RiY) [W and do such further sets sa may be noceasary. desirable, or proper (i)w carry out more effectively the purposes of Ibis Mid of'I not anti the AHP [Aran Deganenla, (ii) to more fully identify and subject to the liens and security interests hereof any property intended to be covered hereby (including specifically, but without limitation my renewals, additions, substitudons, replacements or appurlenanues to the Prarpenv), or (in) as deemed advisable by Beneficiary to protect the lira or the security interest hereunder against the right or ingress of third persons; and (e)provide such certificates, docu cm. reports, information, affidavits and other instruments and do such fuNer sans m may be necessary, desirable or proper in die resohrable determination of Beneficiary to enable Beneficiary to comply with the requirements or requests of any agency having jmisdicdg over Beneficiary or my cismin rs of such agencies with respect to the indebtedness secured hereby, Tmnur or the Property. Trusurr shall pay all cum, comecaed with my of the foregoing within five (d) days after the written demand by Trustee or Beneficiary. If not paid when due, such costs shall be added m, and considered to be pert of, the principal of the Nat, and shall bear interest ban the date of such written demand at the Default Rate (as such term is defined in the Note), m if no Default Rate is specified, at the ante provided in my instrument ur agmenent evidencing the Secured Obligations. If mere than use role of interest is applicable to the Secured Obligations, the highest rate shall be used for purposes hereof If the instrument or agreement evidencing the Secured Obligations does cam sus a rate of interest, intcttxl shall aeunre at the rate of ten pucenl (10%) Fur mourn. 6. AUP Regulating. Twfor acknowledges and agrees in, comply with all applicable fedwal mgulaiema (the "ARP Regulations") relating to the Affordable Housing Program ("AHP") adminiuered by the Federal I come Let Bank of Sao Francisco (ffMB7, for which AHP Lender is the sponutring member bank, and under which Heneficimy, has received a subsidy of AIIP funds (the "Ale Sabsidy") in the form of a loan from AIB' Lender (the "AHP Lose ). which has in turn been leaned to Treanor, to be used for a lowdneeme housing project to be located on the Property (the "Projem"). Specifically, Tonslar agrees as follows: 6.1 Allowed Um Trtetor will use the full amours of the AHP lean in compliance with and only for the purposes set forth in the following, as my of them may be amended fmo time to time (a)Benefrcim's approved application in FRI-11 (the "AHP Application"); (b)M13's AHP Implememalion Plan and policies, procedures, guidelirta and instructions covering, among otter things, feasibility, funding, monitoring and modifying affordable housing projects CTULB's AHP Palliate and Procedures"), (c)the AHP Program Direct Subsidy Agreement (Remal Projem) by and among FliLB, Beneficiary, and AHP Leader; and (d) the AHP Regulators, in my of them may be amended from time m time (all together, the "AHP Requiremeala"). 6.2 No Modification of I'keg. Tritium will not modIN the Project in any manner that will affect the original scoring and feasibility elements of to Project without FHLB's prior written consent 63 Mugitoriee. Toaster will perform all monitoring, notice and eerifinetion requirements set forth in the AHP Regulations, together with my additional monitoring required order the Implementation Plan and Attu Policies and Procedures or as otherwise required by FHLB and cooperate with Beneficiary or AHP Lender by providing any and all additional information required by Beneficiary or AHP Linda to fulfill is reporting obligations to FHLB ,Iq_ Ahgcormw.'ran oamattNar ,l;1.1 IK warrvnael Vea,a .e Apaaonb) fs with respect To the habitability of the Project, the Pmject's satisfaction of income. srgeling committtin0. the Pmjecfs compliance with maximum resist levels for incomedmgeled units and any other rnattera that Beneficiary or AHP Lender may be required m report. 6.4 Reteadon Period. For a minimum period of fifteen (15) years from the daze the Project is completed (the "Retention Period") and at the unws and in the manner required under the AHP Regulations (a) Trasmr will certify W FHLB that the number of rental units specified In the AfJP Loan Documents remain affordable for households with incomes at or below the levels set forth in the AHP Application; and (b) FHLB or its designee must receive iotioe of any sole, refinancing, foreclosure or transfer in lieu of li cclosur: occurring during the Retention Period. 6.5 Rwricdoa oe Tnnrfera. If the Property is sold or refined during the Retention Period without remaining Subject to she affordability restrictions set forth in the AINIP Lean Documents. Traitor must repay the ARP Subsidy Used for the Prupwy to FHLB, m the exten repayment is required under the Subsidy Agro meet The occurrence of a sale or refinancing drat is not subject m these affordability restrictions will constitute an "Accelerating Transfer" within the meaning fSedim 7. 6.6 Remv®eat Obeeaties. Truster will repay to FBLB any portion of the AHP Subsidy. plus interval as may be required by FHLB, that's not uses[ in compliance with the AHP Subsidy Duumeart or the AHP Regulations as a result of Trustees actions or omissions, unless Tmstor cams any such n atoomp[isnce within a reasonable period of time. as determined by FHLB, or the circumstances of such noncompliance are eliminated through an approved modification of the AHP Application in accordance with the AHP Regulations and the Subsidy Agreement Tmstor shall pay all obligrtiom to pay money arising under this feed of Trust immediately upon demand by Trustee or Beneficiary. Each such obligation will be added to, and considered to be pan of, the principal of the Secured Obligations, and bear interest from the date Use event giving rise to the obligatim m pay occurred until paid at the Default Rate (aa Such term is defined in the Note). 6.7 ConMnetion Period. During the period of construction or rehabilitation of the Project, Truster will take all steps in ensure that reasonable progress is ping made towards completion ofthe Project mid cooperate with Beneficiary, and AHP Larder by providing any mid all Infurnmtlm required by Beneficiary, and AHP Lender to fulfill is reporting obligations to FHLB on the status of the Project. 6.8 Re sueat for Notice. Trumor hereby requests that a copy of notice of default and notice of male be mailed m it at the address set forth below and to FHLB set follows: Federal Home Loan Bank of San Ftaacisw, Community Investment, 600 California Street, Suite 300, San Francisco, CA 94108. The address far Treanor below is also the mailing address of Tmstor as debtor under the UCC. Beneficiary's address given below, is the address for Beneficiary as secured peat under the UCC. _ A CONSTWI MDEQDOF TRUST rSGALUSWN7wvUM4 14 152WSDnw Ag ) 7. .Acceleradne Tmovir, 7.1 "Accelerating Transfer" means any sale- contran to sdl conveyance, encumbnuxv, pkdge, mortgage, learn mil expressly permitted under this Dead of Trust or the AHP Loaf Dacmnnts, or mthm transfer of all or any material part of the Propertyor my interest in it, whether voluntary. Involuntary, by operation of law, or otherwise. "Awelerating Transfer' specifically includes a sale or refi.ing of the Property during the Retention Period without the Property remaining subject to the affordability restrictions, as mare particularly described in Section 6.5 above. if 7'ruslor is a corporation, "Accelerating Transfer" also means any ttarefcr or transfers of shares possessing, in the aggregate, more than fifty turnover (50%) of the voting power or more than fifty percan (50%) of the direct or indirect beneficial ownership of Truster. If Trustor is a partnership, "Aow3c sting Tainsfcr' also memo withdrawal or removal of any panne dis.lut or, of the parloership wale, applitvbk law, or any transfer or transles of, in the aggregate, more than fifty percent (50%) of the partnership interests. Notwithstanding the foregoing sentmce, "Amelmiting Transfer' shall not include (i) members of nun -managing interests in Truism's limited permer or (it) transfers of limited partner interests to an affiliate of Trustor s limited partner. If Trustor is a I'mitted liability company, "Accelerating Tramler" also means whbdrawxl or n5noval of any mernher, learner Lino of the limited liability erunpany, or any tramsfer or transfers of, in the aggregate, am than fifty percad (50%) of the vming power or, In the aggregate. mere than fifty percent (50%) of the oysmletship inmmsts in Truster. Notwithstanding 0u foregoing, clothing in this samon shall immiude the transfer of limited pnmeronip interests In Tr. i stor. 7.1 Trusor ackmowledges duo Beneficiary is mating om or more advances in reliance on carries unique cherameriaics of Tnistor; thue, the Secured Obligations include material elmmols similes in nature to a personal service coninct In considertion of BmcfkWs reliance, Truster agrees that Trustor shall not make any Accelerating Transfer, unless the transfer is preceded by Beneficiary's express written consort to the particular tra action and bansfvee. Beneficiary may withhold such consem in its sole and absolute discretion. Beneficiary may withhold its conscer to any proposed transfer that would cause a rncapmre of any part of die AHP Subsidy under Use Subsidy Agrommot. If any A�lenting Transfer occurs, Benfsciaty in its suk and absolute discretion may declare all of the Secured Obligations to be Immediately due and payable, and Beneficiary and Trustee may invoke my rights and remedies provided below. Trustor acknowledges the materiality of the provisions of this Seee11e• 7 as a co mmanl of Trusmr, given individual weight and consideration by liciseficimy in entering into the Secured Obligations, mid Nat my Accelerwng'frwrdm in violation (if the Prohibited transfer provisions herein set forth shall result in a material impairment of Beneficiary's interest in the Pmpeny and he devoted l a breach ofthe knoguing wvenunt. &1 Events of Defauh. Truwe will be in default under this real of frost upon the orcuhesom of my one or more of the following events (some or all collectively, "Events of Deli aft;" my one singly, an "Event of 0efaalt"): (a) Tmum fails to perform any obligation arising under this Deed of Trust and does not cure that failure either within thirty (30) days ("Wuel Cum Period") after written -15, A pIrms'.1a,ram 11eeaW 1N1An' tacim-ua_wY Mmsa coad wAwmmu) 11 notice from Beneficiary in Trustee, or ninety (90) days after such written notice an long as Imstot begins within the Initial Cure Period and diligently continues to cure the failure, and Beneficiary, exercising reasonable judgment, detamtirhes that the cure cannot reasonably be completed in or before cxpirmion of the Initial Cure period; or (b) A default occurs under any of the Secured Ohligasinem and any applicable cone period has elapsed. 8.2 Rfpcdk, At any time after an Event of Default, Beneficiary and Trustee will be entitled to invoke any and all of the rights and ramadies described below. All of such rights and remedies are cumulative, and the exercise of any one or more of them will not consdone an election of activities. (a) Beneficiary may daclare any or all of the Secured Obligations ea be due and payable immediately. (b) Beneficiary may apply to any mind of compered jurisdiction fir and obtain. and Trustee hereby conseoa m, appointment of a receive for the property (c) Bmaficiary, in person, by agent or by wort -appointed receiver, may enter, take possession of, manage and operate all a any pan of the property, and may also do my and all other things In connection with those actions that Beneficiary may in its sole discretion consider necessay and appropriate to protect the security of this Deed of Trost If Benefices an requests, Truster must assemble all property that has been removed from the Property and make all until available to Beneficiary in the Property. Regardless of my provision of this Deed of imp or the other AHP Loan Documents, Beneficiary, will net be comidered to have accepted my property other than cash or immediately available fiends in sin emotion of any obligation of Trusts to Beneficiary, unless Beneficiary has given express written notice of Beneficiary's elation of that remedy in accordance wkh UCC Section 9505. (it) Either Beneficiary, or Trustee may cure env bt®dt ot default of Toaster, and if In chonses to do so in connexion with my cure, Beneficiary or Trustees: may also enter the Pruperty and'or do my and all otter things that it may in its sole discretion consider necessary and appropriate to protect the sscah-v of this Deed of Trust. Such other things may include: appearing in andlx defending my action or proceeding purporting to affect the security ot; or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting in compromising any encumbrance, charge, lien or claim of lien thin in Bene£heiary's or Trusue'x sole judgment is or may be senior in priority to this Deed of Tonal, suchjudgment of Beneficiary or Tmake to be conclusive as among the parties to this Deed of Trust„ obuiaing insurance and/or paying my premiums or charges for insurance mqulred to be carried under this Deed of Trust; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee rosy take my of the actions permitted under this Section eider with or without giving notice to my person. nhRCf ManII�LTIai ruaau rvau. h.rx;u us warrsneo!a '16- ono p.wnr.aaaa) (e) Beneficiary may bring an action in any court of competent jurisdiction to foreclose, this instrument or W obain specific enforcemmt of my of the covenants or agreements of this Deed of Trust. (f) Under the power of sale hereby granted, Beneficiary has the discretionary right to cause some Or all of the Property to be sold As permitted by applicable law (a "Trostee's Sale") by delivery to Trustee of written declaration of default and demand for sale and of written notice of default Arid of electionto cause W be sold the Property. which notice Trustee will cause to be filed far record. Beneficiary in" also deposit with Trntec this Dead of Trust and all documents evidencing the Seamed Obligations. After the lapse of time as required by law following recordation of the notice of default and the notice of sale having been ghreo as required by law, Trustee, widow demand on Tremor, will sell the Property At the time and place fixed by it in the notice of seek. At my'frustee's Sale, iruster coif[ sell to the highest bidder at public auction for cash in lawful money ofmc United States. Tntruse will execute and deliver W the purchas"(s) a deed or deeda caivcymg the Properly without any covenant or warranty whatsoever, express or implied. ']fie recitals in my such deed of my madersor facts, including my facts hearing upon thc regularity or validityof any Trustee's Seek will be cooclusNe proof of their truthfulness. Any such deed will be conclusive against all peraae as to the fens recited in it. (g) Beneficiary may elect to have the Property sold at a sale under the power of aide granted in this Deed ofTn st or in connection with judicial proceedings, or by virtue of a judgment and decree of foreclosure and sale (my of these, a "Foraclosare Sale). 83 Penmen. Proton". It shall not he n mmsery that Beneficiary, take ponessicn of all or my pm of tire Property thin is personal property nr fixture property prior Io the time that my We pursuant to the provisions of this Section 8 is conducted aid it shall not be necessary that the Property or my part thereof be presort at the location of such sale. With respect to application of proceeds from disposition of the Property under, this Section,@,, the costs and expmus incident to disposition shall include the reasonable expenses of reeking, holding. preparing for sale or lease, gelling. leasing and the like and the reasonable ampmeys' fees and legal expenses (including, widaut Inclusion, the allocated costs for in -loos counsel) incurred by Beoeftciary. Any and all srmcmarts of fact err other recitals made in my bill of sale or assignment Or other instrument evidepcing my foreclosure sale hereunder as to mmpayment of the Secured Obligation or as W the occurrence of my delimit or Event of Default. or As W Beneficiary having declared all of such indebadma, to he due and payable, Or As W malce of time, place, and terms of sale, and of the properties W be sold having been duly given, or as to my other act or thing having been duly done by Beneficiary, shall be takes a prima fork evidence of the truth of the facts so stated and mied (Absent mandeat corer). &nefOnnymay appoint or dekgate my me a more person as agent W perform my act err acts necessary or incident to my side held by Beneficiary, including the sending of notice and she conduct of the sale, but in the time and m behalf of Beneficiary. Beneficiary may comply with my applicable sate or federal law or regulatory requirements in connection with a disposition of the Property or any pent thereof, and such compliance will not be considered to Affect adversely the commercial ressambleness of my sale of such Property. Beneficiary may sell ALL or any Portion of the Property without giving my warranties As to such Property, aid may specifically i iselaim my .lie& if title, merchantability, faunas for a specific purpose, ter the like, and this procedure _IT_ nW COruRUTh]`I LffDer RUST rLIiAL US W Irlwlalg� `-IDanmeA�mwl 19 will net be considered to affect adversely the commercial reasonableness of any sale of such Property. Truseor acknowledges that a private sale ofall or my part ofthe Property may result in less proceeds than a public sale. and Trustor acknowledges that the Property may be said as a loss to Toaster, and that in such event Beneficiary shall have no liability or responsibility to Rustor for such loss. In addition m the rights granted elsewhere in this Deed ofTmat after the occurrence of my default or Even( of Default, Beneficiary may at my time ratify the account debtors or obligors of my accounu, chattel paper (whether tangible or electrpmic), general intangibles (including payment intangibles), negotiable instruments. promissory notes, or otter evidences of indebtedness included in the Property to pay Beneficiary directly. 8.4 Credit Bids. At my Foreclosure Sale, my person. including Truster, Trustee or Bahefciary, may bid for and acquire the Property or any partof it to the extent permited by then applicable law. instead of paying cash for such property, feneficiary may settle for the purchase price by credifing the sales price of the Property against the following obligations: (a) fiat, be portion of the Secured Obligations attributable to the expenses of sale, cosy of my action and my other sums for which Truster is obligated to pay or reimburse Beneficiary or Trustee under this Deed of Trust; and (b) second, all other Secured Obligations in my order end proportions as Beneficiary in Its sole discretion may choose. M Amidicatim of Fereelasure Sale Proceeds. Bennfmiary, and Trustee will apply the proceeds of my Foreclosure Sale in the following mmmner: (a) fast to pay the portion of the Segued Obligations attributable to the expenses of sale, cow of my action and my other sums for which Trusser is obligated to reimburse Beneficiary or Trustee under this Deed of Toast; (b) second, to pay the portion of the Secured Obligations attributable to my amps expended or advanced by Beneficiary or Trustee under the terms of this Deed of Toast then remaining unpaid; (c)third, to pay at other Secured Obligations in my order and proportions a Baeficiery in its sole discretion may choose; and (d) fourth, to remit the tanaindm, if any, in the person or persons entitled to iL 8.6 Application ofReno and Other Sums. Beneficiary will apply any and all Rents collected by h, and my and all sums other than proceeds of a Porcelomup Sale that Beneficiary may receive or collect as authorized in this Deed of Trust, in the following manner (a) first In pay the portion of the Secured Obligations attributable to the cow and expenses of opmtioo and collection that may be incurted by Trusses, Beneficiary or my receiver; (b) second, to pay all other Secured Ohligatiam in my order and proportions as; Beneficiary in its sole discretion may cheese; and (c) third, to remit the remainder, if my, to the person or persons entitled to it. Beneficiary will not be liable for any fords it does not actually receive. 8.'r Power of Attearaev. Truster hereby irrevocably constitutes and appoints Beneficiary a Tmstor's momey-in-Jett ce perform such ace and exeeum such documents as Beneficiary in its sale discretion may consider to be appropriate (a) to effect the purpose of this Deed of Treat; and (b) in connection with taking the measures described in this Section, including endorsement ofTmistor's name m my inslmmemts. _Ig, .atmmnaheuaaw nonarast unni._ra wrnssssosa tszmmwnrpea®I YV 9. Miscellaneous Provisions. 9.1 Additional Proveiaor. The Loan Documents fully state all of the terms and conditions of the parties' agreement regarding the meters mentioned in or incidental an this Deed of Trust. The Loan Documous also grant further rights to Beneficiary and "train of them contain further agreements and affirmative and negative covenants by Trumor which apply as this Deed of Trust and to the Property. 91 No Wainr or Cure (a) Each waiver by Beneficiary of Trustee shall be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failum by Beneficiary or Trustee to take action on account of any default of Tr. awar. Consent by Beneficiary or Toastce to any act w omission by I rustor shall not be construed as a consent to any other a subsequent act or omission or to waive the requirement for Beneficiary's or Trustee's consent to be obtained in my future or other instance. In the event of reinsmement of the Seemed Obligations after an Event of Default in accordance with applicable law, Trustee shall reemd a Cancellation of Notice of Sale. Reinstatement of an Event of Default shall not constitute a waiver of any Event of Default than existing or subsequently occurring, nor impair the right of Beneficiary to declare other Events of Default or the right to cause Trustee to record a Notice of Sale, nor otherwise affect WIa Deed of Trust a any of the Lon Documents, many of the rights, obligations, an remedies of Beneficiary or Trustee larder this Dead of Trost or any of the Loan Documents. (b) If my of the events described below occurs, then event alone shall not cure m waive my breach, Event of Default or notice of default under this Deed of Trust or invalidate any art performed pursuant b my such default or notice; or nullify the effnq of any notice of default a sale (unless all Secured Obligations them due have been paid and performed and all other defaults under the Loan Documents have been cured); or impair the security of this Deed of Trust; or prejudice Beneficiary, Trustee, or any receiver in the exercise of my right or ranedy afforded my of them under this Deed of TtusC or be construed as an affirmation by Beneficiary of any tenmcy, lease w option, or a subordination of the lim of this Deed of Tnod. (i) Beneficiary, its agent, or a receiver takes possession of all or any pan of the Properly in the mama provided this feed of Trust; or (ii) Beneficiary collects and applies Rents and enforces my Lease provision as permitted under this Deed of Trost. either with oe withoul taking possessian ofall or my part ofthe Property; or (iii) Beneficiary receives and applies to any Secured Obligation my proceeds of my Property, including my proceeds of insurance policies, cmdernnalion awards, rarely bond proceeds, or other claims, property or rights assigned to Beneficiary under this Iced of Trust; or (iv) Beneficiary makes a site visit_ observes the Property, and/or conducts tests as permitted under this Deed of?rust; or -14 wwmxsrauwux; wanwrptar LEGN- l6 wYYN9)WS 4 (S]M OnW ANonafrf a� (v) Bencliciary receives any sums under this Deed of Trust or any proceeds of any collateral held for any of the Secured Obligations, and applies them m one or more Snouted Obligations; or (vi) Beneficiary. Traslee, their agent, or any receiver performs any act Which it is empowered or authorized to perlbrm, or invokes any right or remedy provided under this Deed of Trust. 93 Powers of Bencficiary and Trn (a) Trustee shall have no obligation to perform any act which it is empowered to perform under this Dead of Trust unkss it is requested to do an in writing and is reasonably indemnified against loss, cost, liability ad expense. (b) If either Beneficiary or Trustee performs any act which it is empowered or authorized to perform order this Deed of'frum, that am alone shall not release or change the petrust liability of any person loathe payment and performance of the Secured Obligations then outstanding, or the lien of this Deed of Trust our all or the remainder of the property for full µayment and performance of all outstanding Secured Obligations. The liability of the nriginol Truster shall not be released or changed if Beneficiary grants any successor in interest m Trustor any extension of time for payment, a modification of the terms of payment, of any Secured Obligation, Beneficiary shall not be required to comply with my demand by the original Truster that Beneficiary refuse to glum such an extension or modification to or resonance proceedings against' any well successor in interest. (c) Beneficiary may, take any of the actions permitted under this Deed of Trust regardless of the adequacy of the security for the Secured Obligations, or whether any or all of the Secured Obligations have been declared to be immediately due and payable. or whether notice of def nd: and election to.ell has been given under this Deed of trust. (d) From time m lime, Beneficiary or Trustee may apply many Fruit of competent jurisdiction for aid and direction in executing the bust and enforcing the rights and remedies crested under this Deed of Trust. Beneficiary or Trustee may fan time to lime obtain orders or decrees directing, costuming, or approving acts in assuming this trust and enforcing such rights and remedies. 9.4 Merger No merger shall occur as a result of Beneficiary's acquiring any other estate in or any other lion on the property unlesa Beneficiary consents to a mega in writing. 9.5 Joint aad Sevaral Liability. If Truster consists of more than one person. each shall be jointly and severally liable for the faithful performance of all of Trustots obligations under this Deed of I test. 9.6 Oovttmna Law. This Dead of Trust shall be governed by and construed in accordance with the laws of the state where the Property is located, except to the extent that my of such laws may now or hereafter be preempted by Federal law. In the event of judicial proceedings, Truslor agrees lied all issues in such judicial proceedings (including defenses, Faris claims and counter claims) and shall be resolved by a judge and not ajury and, therefore, to the uex'us_W'mw.50 -ZI} us -loss, Ful"o. mo-na ruler uWM Ajaimse l extent permitted bylaw, Trustor hereby waives iu rights to a jury trial which it otherwise would have had. 9.7 Baeceasera in Interest. The term, covenants, and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, and permitted successors, and assigns of the parties. However, this Section 9.7 does tut waive the provisions of S'ectiaa 7.1 above. 9.8 Statute of Limitations. To the extent not expressly prohibited by law, Trustor hereby waives the right to plead the statute of limitations as a defense to any end all obligations srxured by this Deed of Trust. 9.9 Snbatitutioa of Tmstea from time to time, Beneficiary may substitute a successor to my'1'rusrce named in or acting wader this Deed of Trust in any manmernow or later to be provided at law, or by a written instrument executed and acirrtowledged by Beneficiary and necorded in the officials) of the recorder(s) of the comity or counties where the Lead and the Improvements are situated. Any such instrument shall be conclusive proof of the proper substitution of the successmr Trurec, who shall automatically upon recordation of the ipslmment succmd to all estate, title, rights, powers and duties of the predecessor Trustee, without conveyance from it. 9.10 Time of Emeoce. Time is of the essence ofthis Dad of'frust. 9.11 totemretation. (a) Whenever the carte# requires, all words used in the singular will be construed to have been used in the plural and vice versa, and each gender will include any other gender. The captions of the sections of this Deed of Trost arefor convenience only and do not define Or lima any terms or provisions. The word "Include(s)" means "mulude(s), without limitation," and the word "including" means "including, but rest limited to." (b) The ward "obligations" is used in its broadest awl most comprehensive sense, and includes all primary, secondary, direct, indirom fixed, and contingent obligations. It further includes all principal. interest, prepayment fee; Ire charges, loan fee; and any other Coos and charges seaming or asserted w any tone, as well as all obligations to perform acts or satisfy conditions. (c) No listing of specific instances, items, or matters in any way limits die scope or generality of any language ofthis Deed of frost. The Exhibits to this Deed of rout me hereby incorporated by reference in this Deed of Trost. (it) No course ofpria doling, usage of trade, or parol orextrinsic evidence of any nature shall be used to supplement, modify, or very my of the tern hereof. 9.12 1p•Iimase Compact Pam. Whenever Trustor is obligated to pay or reimburse Beneficiary or Trustee for any ar ancys' fee; those fees shall include the allocated costs for services of imhouse counsel. _�1_ .tuveaaravcoaxoeEooe mvn LEGAL nS wr)TA]BOSi Isxm nk,..Ap.,m�nh Z3 9.10 Waiver of Marshaling. Tumor waives all rights, legal and equitable, it may now m hereafter have to require marshaling of nods or to direct the order in which any of the Pmperty will be sold in the event of any ask under this Deed of Trust. Each successor and assign of Trustor. including any bolder of a lien subordinace to this Deed of Trust, by acceptance of its interest or lien agrees that it shall be bound by the above waiver, as if it had given the waiver itself. 9.14 Severabill . 1f any provision of this Deed of Trust should be held mdrfmccable or void. that provision shall be droned severable from the remaining provisions and shall in no way affect the validity ofthis Deed of Trust, except that if such provision relates to the payment of my monetary sum, then Beneficiary may, in its option, declare all Secured Obligations immediately due and payable. 9.15 Notices. Trustor hereby requests thin a copy of notice of default and notice of sale, or such other notices prescribed by applicable law, be mailed to it at the address sd Forth below. If my Trusum fails to insert an address, that failure will constitute a designation of Truuor's last kpown address as the address of such notice. That address is also the mailing address of "fmstor as debtor undo the Uniform Commereial Code. BereficiarJs address given below is the address for Beneficiary as scoured party undo the Uniform Commercial Code. 9.16 Partial Release. Tristan may, regardless of consideration, cause the release of any put of the Property from the lien of this Deed of Trust without in my manner affecting m impairing The lien or priority of this Deed of7tust as to the remainder of the Property. 9.17 Reaortim Compliance. Trustor agrees to comply with my and all reporting requirements applicable to Secured Obligations which are set forth in my low, statute, ordinance, role, regulation, order, or determination of my governmental authority, including but nor limited to The Intemeticnal Investment Survey Act of 1976. The Agricultural Foreign Investment Disclosure Ad of 1978, The Foreign Investment in Real ?Tape" Tax Act of 1980, and the Tax Reform Act of 1984 and further agrees upon trquest of Beneficiary to furnish Bere ficimy with evidence ofsuch compliance. 19. Subordinate Deed of Trait. This Deed of Trust is subject, subordinate and infuior to: (i) the Construction and Permanent Leasehold Deed of Trust, Assignment, Security Agreement and F ixtme Filing by Trustor for the benefit of Bank of America. N.A., scouring a ben in the amount of 58,820,040, dated March 1, 2014, to be recorded subsmtially concurrently herewith in the Official Records of Los Angeles County; and (ii) the deed of must executed in favor of the City of Vernon to be recorded substantially concurrently herewith in the Official Records of Los Angeles County, securing a loan in the aggregate amount of SI,I160,000 and my regulatory agreensent entered into in connection therefor. tanALmwa9N9faosa .22- HPC01SMUCT1o" Min Of MUSH z4 11. Mssalhumas a Trustor acknowledges that Trustor hat had adequate opportuoiry to carefully read this Dad of Trust and to consult with an auwney of Trmaor's choice prior to signing it No consent, approval or authorization of or notice to any person or entity is required in connection with Trusior's execution of and obligations under this Deed of Trust. No course of prior dealing, usage of mule, parol or extrinsic evidence of any nature may be used to supplement, modify or varyany orthe resets hereof. (Remainder of page intentionally Icfl blank. See following pages for signatures.) _v_ NVCOaSratKTOnnaFDUF iaVsi UE 15w0 MaG1030 (A�t on.exw®®1 ys IN WITNESS WHEREOF,'1lustor has executed this Geed uf'1'mst the dale first above written. "TRUSTOR" 52ND DRIVE APARTMENTS, L.P., a Cali hmlta rim itad partnership By'. CHBA Affordable, III, a Califonlis limited liability company, its Managing General Partner By: Community Home Builders and .Associates, a CAIifmnia m,.p.)fa Public benefit corporation, its Sole Member By. G am Efpky- President -� By: 52nd Drive Aparlaaenh LLC, o Califsxniu limited liability ompany, Its Administl General Partner By: Yssey Burke Vice President Address for notices to Ituanr: 52nd Drive Apartments, L.P. 1640 S. Sepulveda Blvd., Suite 425 Los Angcln CA 90011 Attention: John Huskey with a copy m: Community lime Builders and Associates 151 Kabmus Drive, Suite J-5 Costa Mesa, CA 92626 Attention: G ulsam Esyley-Lm. Bocarsly Emden Cowan Esmail & Amdt LLP 633 West Fifth Stray. 70lh Floor Los Angeles, CA 90671 Attention: Nicole Dodders Address Int noticm to trustee: Bank of America, N.A. Community Development Banking CAO-103-04.04 450 B Street. Suite 450 San Diego, CA 92101 Attention: Loan Administration Manager Address far notices to Beneficiary: Community Home Builders and Associare5 151 Kalmus Drive, Suite J-5 Costa Mesa, CA 92626 Attention: Graham Espley-Jones Ma4Taa1Mvn.1kEal a . vmr IMG..1 LLL wi))9iy0] (s2W n. alMC .1 Eli STATE OP CALIFORNIA COUNTY OF _CSMlq_Q,._ On f L�1 J ,before me, !IC _�j-O,pft& a Notary Public, personally appeared �(y�Q7, who proved to me on the basis of sazisfactosy evidence to be the perscm(yj whose not Zs/ -subscribed to the within inatrumeat and aclmuwldlged hr me that he/An,41ay csecmed the same in hiOwddiair authorized capacity(ies), and dw by hisllwNtlteir signature(e) on the insmancts the persoa(4 or the entity upon behalf of which the person(g) acted, execulod the instrument. 1 certify under PENALTY OF PERJURY under the lawn of tine State of California that the foregoing paragraph is true ad correct. WCI'NESS my hand and official seal. IIA811 IFIrlN Nohry MI,NOn a aids. vamm - CYilornY Onnpe caume Y pne ft Ina YA la,pmx Al IF CONSFRIWTM WED OF TFIM l>aaaliwnPAl=Iu) v CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT File No: Q STATE OF California )S AN No: COUNTY OF We Angeles ) On 3/19/2014 hem me, Aevm Mo _ Notary Pub&, personalty appmmd s ro me on me pass a saox eywenm m oe me permnts) wrxne nnmels) rslare ahwscn"ou to IT and etlaowlmged to me that rmey ehrewtel the sane IuifiNTler/their ats authd acity(les), paaM r signaturc(s) on the Instrumentto percon(s), or the entry upb as of which the perai acted, exec I certify under PENALTY OF PERA)RY under We laws of tie State of California that the foregoing pNagraph Is true ark correct. WITNESS my land I sew y�.yyy Signature -/�" 1 IiFVFx RO/Ea f\ Ean . a 1Nll!! Y IIOMI PIW[. U.cow", r MissilesCWMf Coe E 1a Tills area fa official natural seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though real does not roulre the Notary to NI In the data below, doing m may prove Invaluable to, persons retying an the dONmen s. Q INDIVIDUAL Q OORPORATEOFFICENS) TITLES) 0 PNTIER(S) ❑ LIMITED ❑ GENERAL Q ATTORNEY -!NEAR TRUSTEE(S) Q GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: Nana of Pesson m ERtty Nahra of Person w a uty --- -- OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though one daa repu i here Is not required by law, R could prevent rraudulmt reattachment of this farm. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE DATE OF DOCUMENT a�bMawTwTa6umIDX Hearn mnmmserva 14%ar ?f Exbfbk A to AIO' MASEOOLD CONSTRUCTION DEED OF TRUST daWd for reference purposes as of March I, 2010, by 52ND DRIVE APARTMENTS, LP- a California limited partnership, as 'Frusbn" W RANK OF AMERICA, NA., a rnadoml banking association, as 'Trustee" far the benefit of COMMUNITY HOME BUILDERS AND ASSOCIATES, a California nonprofit public bcncRt corporation, as beneficiary and secured party, as "Benefcimy R®I property in the City of Vernwt County of Los Angeles, State of Caliform described as foEows: LOIS 43 TO 53 LNCLUSIVE OF TRACT NO. 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANOELES, STATE OF CALIFORNTA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APO: 014-002-900 F:.ahibilA Puyel AtlP(%nC:IRURa1N ➢-InVs` IPON._W W/)MH1151 lima LF'rt APvenrnal M RIDER TO DEED OF TRUST AFFORDABLE HOUSING PROGRAM RETENTION AGREEMENT AND RESTRICTIVE COVENANTS (AHP Rental Project) This Riderto Deed of Trust -Affordable Housing Program Retention Agreement and Restrictive Covenants (AHP Rental Project) (this Wider) is apaohed to and made pad of the foregoing deed of Inert or similar security narumed (the 'Gee d of TwW). In this Row, the benefioiary of the Deed of Trust is rafened to as the 'Sporn the busker Of grantor under the Deed of Tw9l %referred to as the *Owner or'Bame" and as no(" under the Deed of Tr.* H ratan d to as the 'Lender.' This Ruler is a form af'ne ention agreemaM' refemad to below. RECITALS: A Whereas, pursuant to Section 721 o11M Finatdal InsaNions Reform, Recovery and Eniooanent Act of 1989 CFIRREA'I, the Fatleral Housing FFaroe Agency CFHFA) is mouired fo cause each Federal Hone Loan Bank to establish an affordable housing program CAHP') to aselat member, of each Federal Hone Loon Bank to finance affordable housing for very low-, low-, or moderate -income households. S Whereas. The Federal Home Loan Bank of San Francisco lthe'FMB1 also has corabfistred an Affordable Housing Program Implementation Plan (as amended from time to time, the "Implementation Plan') and policies, procedures, gcidalines and instruction covering, among other things, fees,bility, disbureemanh monitoring and modiying spendable housing projects participating In the AHP (as amended north time fo dme, the'AHP Pollcle and Prochul.a i C Whereas, Lender. a member of FHLB, submitted en epplicatii n to the FHL8 (the'AHP Appliretlan'y for an AHP subsidy idefined below) in conned on with the real property identified in me AHP Application and the snprovemems and tangible and intangible personal property aaoclatee or corrected therewith, all of which Is encumbered by 1M Deed of Trust mm'Pro)ectl. D Whereas, pursuant to regulatldns (including, without (Imitation. moat contained in 12 CFR Part 1291) pmrw'gffied by the FHFA pureed to FIRRFA (Ma'AHP Regulators'), merrrber, of each Federal Hors, Loan Bank are required to provide for the repayment of any direct subsidy should said direct subsidy or the Project or a portion of the Protect be unused or Improperly used. E Whereas, in connectlan with the Project, Generator as 'Project Owner entered Into an Afrordable Houeing Program Direct Subsidy Agreement Rental Project (Me'Subeldy Agrearmi with Ss, FHLB and Lender, puranrd to which Borrower she Lander agreed to be bound by are AHP Reguleliona and perform certain movcong furthers with moped to One Project and related AHP Subsidies. F Whereas, Lender has advanced or agreed to advance the AMP SW silly (damned below) through Spenser to Borower in conne,chori with Borrower's sentiment, con dwedon anchor rebebesation of reel property ee onlecd in the Deed of Trust, and in connection with the AHP Subsidy, Boren r has exemAed the Geed of Treat, which Includes this Ruler G Whereas, the Portias desire to cause the Income and Apardablldy, Resbotion and misted covenants and roatritgna required by the Subsidy Agreement to became recorded restrictions burdening the Project as defined below r.s.rwa rEOAL � wY919NreBl 0 By signing and Owed of Trust, Borrower hereby agrees as follows; 1. AHP Subsidy. The scoured obligation described in and secured by the Deed of Trust represents Me'AFP Subsidy' used or as be used in connection with the purchase, construction or rehabilitation of the Project. 2. Definitions. As used in this Rider, the following caplalized terms have the following meanings: 'Income and Affordability Resbldlens' moats income fmietlons as amended or modified or adjusted annually accurd g to the current applicable median income data from Ome to time with the approval of the FHLB and lent limilations such that the Project units are affordable for households with incomes at or below Me levels committed to be served in the AHP Application. 'Loan' means the advance of funds evidenced by the Note. 'Loan Documents" means :he Note, the Subsidy Agreement We Deed of Trust. and all other documents rowing to or securing Me Note, each cob renewed, amended, mounted, restated and extended from tine w bms. 'Nose' means Me promissory note secured by Me Deed of Trust 'Rewndon Period' means the period coranersMg on the date of the completion of the Project as determined by FHLB in is discretion end ending fthaan (15) years after the "me date. All other capitalized lertm not omemse defined hmM or in Me Dead of Trust shall be as defined in the Subsidy Agreement. J. Covenants. g) Compllana. Borrower shag comply with Me AHP Regulations, the FHLB's AHP Policies and Procedures, the Subsidy Agreement and the commitments made m the AHP Application. (b) Income and Affordability Restr7dions. ft., shall taus, the Praject's rental .,Is, or the applicable portion thersof, to remain occupied by and affordable for households with elcamea Mat are conaiMod with the Income and Affordability Restrictions for the duration of Me Retention Period. The Intone and Affordability Restrictions shall terminate upon faocbwre of the Deed of Trust or a senior deed of trust (e) Notice of Proposed Trimester or Rellnand itsg. Borrower shol give Be FHL S or Is designers notice tea sale, refinancing, foreclosure or transfer in lieu of faedmere ot the Pnjed occurring PM to the end d the Rotenlicn Period at least fifteen (15) calendar drys prior to the anticipated happening of such an "a Notwithstanding and other provision contended In Me Deed of Trust. in Case of arry sale or transfer of the Protect, Borrower shell share that Me documentation of such sets or transfer includes a provision acceptable to Lender in its sale discretion Met the Project will continue to be used for affordable housing consistent with Me AHP Regulations arid AHP Application. (d) Repayment. In case of a sale or refinancing of Me Project prior to the end of the Retention Period, subject to Ina nonrecoudie provisions of Me Now and its Rider. Borrower shall on demand may ate principal si anon uod'mlamst on the Nola in full, unless'. ay.swa D:dw4Viwsmeeaa 3� (1) the Project continues to be subject to a chaff restriction clothier tonally eiforceable relembn agreement a mechanism incorporating IM Intone and Affordability Restrictions wormined to in the approved AHP Applimtiare fa the duration of the Retention Period; or III) ff authorized by the FHLB, In is discretion, the households are relocated, duo to the exercise of eminent domain, or for expansion or housing or services, to another property cam is made subject W a dead resMction or other legally enforosable retention agreement or mechartlsre incatparaling the Income and Affordability Reatiodmns committed to in the approved AHP Application for the remainder of the Retention Period. (a) No Discrimination. Borrower shall not discriminate in the rental of affordable lousing units based on race, religion, sex, national origin, handicap or familUl status, and shall obey all applicable fair housing Issues. (p Nonitorirg Information. Borrower shall provide to Lender and the FHLB, promptly following Lenders or Mee FHLB's request, any ad all information the FHLB or Lender requires to cord Its oblgeaan to mother projects vhkl, have received AHP subsidies, under the AHP Regulations, AHP Applmtbn and any applicable kw, in a force as required by or acceptable to the FW8 and Lender. (III Nutbe of NWeion; AddMlonal inform Ylon. Banower shall momptly give w Un mwtbe to tha FHLB and Lender of an owurence of noncomplUnce wlth the requirements ot lM AHP Nagulations, Me FHLB's AHP Policies and Procedures or the Subsidy Agreement in the earliest possible date alter discovery of such noncompliance, and after Borrows has had reasonable time to investigate and evaluate the occurrence which may constitute noncompliance, but in any event, notice shall be given no lets than fieeen (15) calendar days follovel discovery or an occurtence that calstitules noncompliance. In addition, Bnnuwer shall provide W Lander or the FHLB, or bpol. within fifteen (15) cakndar days following the request of Lender or the FHLB, or, both, as the use may the Inbrmalion and mqueded documentation concerning the Project end the Loan. 4. Cure Rights. Notwithslandilp anything to Me contrary in the Note or Deed of Trust: ter) Borrower shall have the rigid to era any delaulb and Lender agrees to accept cures tendered by Borrower wah_n dirty (30) days of written halloo to Borrower of such oefault pus such additional time as Is mvac aby rnaceshory W are Me default provided narrower has commend the cure within such truly (30) day period and is thligongy prosecuting Me was. (b) ef a default is elrmeted by an approved modification of the AHP Appliretion consistent whh Paragraph 11 of the Sul Agreement (a any Snttenabr provls a and Me AHP Regulations. Me default Shea be deemed cumd. (a) Lender Shall give Bortawers lax coda Investor, it any ('Irrvestar'), the same vrihan notice of delaAl given to the Moreover as required radian; provided, that Lenders falure W give Separate wriaon halide to Investor shal not Impair or invalbata any ratite of detault given to Maramr or give nos W any liability on the part of Lender to Investor a any other third party. Investor Shall have Use right to CUM detaulta within Me time periods provided W Borower human, cod performance of a cure by Investor or an affiliate of Investor Shall have the same effect as..Id like pelormarem by Barowsr. Investors atltlraas for ndlce purposes is: Bank of America, N.A. Community DevelpmanlMAIN 5 Park Plena, 5M Floor Irvine, CA 921514 Attention: Joseph Siu or such abler address provided Lender by toed. hem tame W time. S. Expenses of FHLB. Borrower hereby agrees that if Bonawer brigs erry action orprocesding against Me FHLB seeking to obtain any legal or equitable rNief under or sme out of Me Note, Me Subsidy Agreement loolwee e Lender and Me FHLB penalning to the Note, the subsidy represented by Me Note or any Iramacion comempkted e S eras u GAL -US w nimtsse s In connection therewith, and such relief Is not granted by a final decision. after any and as appeals of coat of competent jurisdiction, Borrower will pay the aaomeys' fees and other costs Incurred by the FHLB In connection Mom Mh. The FHLB shall be a third party beneficiary, of The tonne and provdaona of Mts paragraph and shall be entitled to take any and all remeddae available under applicable Ian to enforce this provision against Borrower. e. Inconsistent Prmisluns. The provisions of this Rider stall supersede any conflicting provision contained in the Deed of Trust, but any to the extent of som inconsistency, No provision hares shall impair any obligation of Borrower antler the Subsidy Agreement. 7. Nomecoursa Provlabns and Escalations. Subject to the exceams sat fodh bnbw, repayment of amounts due under the Nate or the Dead of Trust, including this Rider, shag be nomecourse to Borrower and Its partners. and Lender shag took seedy to the security described in the Dead of Trust and any other security agreement for repayment in the extra of defsuh hereunder. The foregoing praUen shot rat mile" Borrower and. If Borrower Is a partnership, any general partner of Borrower of liability, subject to applicable eriddeficlency [am, for (a) repayment of amounts due under the Note in case of misuse of Loan proceeds as described in Sawop 5111) of the Note or ea ormenmse repayable In accordance With Sochi 15 of the 6ubsidy Agreement; (b) repayment of amounts due under she Note If Borrower sells, transfers or radiances The Project and mass the Project M be released ham Me border of The inelrument impaling the Income and ABordabli ty Besidctions an the Project, except for release by reason of a foreclosure against the Protect, (c) fraud ox willful misrepreaentabon; (d) failure to pay taxes, resemblance or similar charges that are, or are secured by, a prior Jim on the Project, except to the extent this abortion would result in all or any potion of the Indebtedness evidenced by the Note being treated as a recourse liability under applicable Treasury Regutebme; (e) the reu mm of my rental Intone or other ttoome wWng wgh respect to the Project collected by Somewer after Me holder of the NOW has given my notice than eonawer ts In default and no applied such income to indebtedness secured by a prior list an Me Project or to expenses of ordinary Winston or maintenance of the Prow, to the full extent of the rental income or other income so collected and retained by Borrower (f) Ind bleappltaem of any proceeds under any insurance poldas or awed, resul6rp from condemreten of the number, of the power of eminent domain or by reason of derange, lose or destruction to any portion of the Project; (g) cormission of waste with respect to the Project; and (h) MaaM of any amiomren ed mvanant of representation made by any Borrower relating to the PmjI a. Thme Year Tax Credit Period. If rim Project was awmw by federal lax bredes, and in the event ihM 1 is determined that Secton 42(h)(6)(E)(11) of the Unionist Revenue Code is applicable to the Lander. and In Me evert Nat Lender were to take over ownership of the Project or a result of a 10.1 aml. Lander by accepting Me Dead Of Trust agrees that it coal campty with 90 Item -year extended uea Midulmmem as epecMed therein. 9. PesmiHed Tramfere. (a) Purchase Option. NotwiMatanding anything to the contrary carve road in bit Deed at Trust, this Flow or airy enter Lan UONrnam, the exacutien, dei.very and exardae o1 the opboc and right of first reload a it fOrM P.U. t AL W W r'/»0 3 �9` In Bortawts partnership agreement or either agreement reviewed and approved by Lender (collectively, Ise 'Optlori shall not constitute a breach or del" under Me Loan Documenu; provided that the Option is subject, subordinate and Inferior to the Hens and security Interests of the Loan Documents, and that the exercise of any rights Memada are a,rbjacl to the lama of the Lmm Documeada. b) Replacement of General Partner, Noteslistend'erg anything to the contrary in this Soc ity Instrument, in the event Borrowers limited partner exercises Its rights under the Bortmvars partnership agreement to replace the general partner of Borrower, then Lender shall optimal to such replacement subject to the Loan Documents t (1) the replacement is approved by the FNLD; (2) the new (terminal Psoner (the 'Replacement GP') to (A) Investor a one Investor ARilla:e thereinafter dented), or (B) a nonorest entity (but net an mossier Affiliate) approved by the Investor (laminator defined) and such nonprofit entity and the project meet Lenders underwriting cntale fro a similar type at properly in effect M the tine o1 the replacement; (3) it the Repbcenenl GP A not the Investor, we Investor Affiliate a a nonprofit corporation approved by the Investor, then the Replacement Gle pays Lender an Assumption Fee equal to me descent of the remaining prinoscal balance of the Note; (a) the Loan is current and there exists no event of default under the Deed of Trust an any Other Loan Document andthere sdsrs w other event, which, with the giving of nonoa or We passaged Me or both, wood constitute an event of default under the Deed of Trost or any other Loan Document, (5) Lander receives a crew lenders poi of tote insurance or endorsement Insuring the continued existing lion status of the Loan; antl (5) IN, Replacement GP Pays All cosh b0i :o the transaction (credit report lees. notary fees, recording fees, escrow fee, title fees. title Ins carbide Premium, legal fees, end any other costs incurred by Leads r, If any ). In the event the above conditions are .met, all existing terms of the Loan Documents will remain in effect. The obligations of Leader slated herein me expressy conditioned upon the assumption transaction being in conscience with the applicable law and regulations of all government agencies having )u indiction aver Lender at the time of the transfer. The previsions "is Section shell apply to the orafdime replacement of Me entity that Is the general pester of Borrower on the date of the Deed of Trust, and it Mall not apply to any other or sues e, ent replacement of the Replacement GP. (c) Definition%. In this a ition, 1me sto' means the bmi partner with the largest percentage benefrial interest In Bermwer as of the date of the Dead of Trust, 'Investor Affiliate" means An entity (a) In which the Immure has a materiel ownership Named. already or I dimcly, and (b) whose management Arai business decisions five Investor manages and controls, directly an indirectly. (Remainder of page Intentionally let Wank.) gf M• L[aAL_l9_W a f159JMJ J Signature for Rider to Deed of Trust (AHP Rental Program) Barrawer/frustor 51ND DRIVE APARTMENTS, L.P. a cshfomia Il akd oanmenttlp By CHBA Afforafti Ill, I calNornle grated lally'ty company. b Mama" General -artier By. Community Home BuiMere and Aseoaatas, a California nonprofit puaac weeft mrpoeman, b Saw Member By - araflamP. and Piesitlent By Abrd Crga Apartments LI a CaHoma Handed liability company, As Admineagir e Gerrtral PaRfrer By. laser Vice ReakRA Ptreatl0 taco to wasrwara STATE OF CAUFORNIA ) COUNTY OP (>o before me, /,�.aQzjl�[L, a Notary Public, personally appeared / who proved to me on the basis of satisfwanry evidence to be the pcnMf� whose isim subscribed to the within instnamellt and acknowlodged tome that hNNNrhay caccuted the sane in hiMmi'theie authorized capaeit,*w), and that by hLVAedtheir aignatumM on the irntmloent the paran(a), or the entity, upon behalf of which the person(e) acted, executed the insuamcm, I cenify under PhNALTY OF PBlUURY under the laws of the State of California that the foregoing pwagreph w true and correct. WITNESS my hand and official seal. LFMaE MUDIREh 0ae a ia91l3a Nono,taiY hoc . adPMala an•awny A cemmFsw. .oirn Ma tt, Esl/' Signature` a CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT i Na O STATE OF Cafaanla )SS APN No: 0DUNfY OF Uo Aryples _) On 3/19IN14 before me, Stolig Krwek _ , Notary Pubac, personally appeared "Ne, &eke wine onaeN le fee on the bask of satlsfaaarY L+Mm[e to be the wlnex name( Me subma' M to Ba wNtm fU1191[ Bno ac4sawledg9l bl me no 1 he/llEy aa�F the sames, 5'NR�)W(I1101r OJONeInd OpacRy(16)r alk that by her/their sigMbee(s) on Me instrane a penan(s), a Me entityuaa aN of which the PKsen(s) acted, ea�ecuted Me ArunlNd. I cevtiFy under PENALTY OF PERJURY urea no laws of one State of Colaema not the foregoing Peregraph B true and mrre2 W[TtE55 my IM[Id y SlWabeav /r STEWN 11BENtBk LanwA++laa i]EB NBYry PuaY[ - L+Kcal+ le+aiN+ln County camw F Ina Jan ]8.8816 Tbe: area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER TWO 5[aluh aces not 4gVire by, Notary to fill 0 the data below, WIN so may prove invaluable to persons rdwng on Ua daaue,wM Q INDIVIIKLIL LJODRPOR.ATE OFFICEM) TIREISI Q PARTNER(S) ❑ UNITED ❑ GENERAL Q ATTORNEY-DT-FACT 0 TRUSTFF(S) L] GUARDIAWCONSERVATOR 0 OTHER SIGNER IS REPRESENTING: NaewolPn mIstky - Name of Persona&nay _ — — OPTIONALSECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Thqugh the data requested here Is rW required by law, Rcould p•e+ent haudulert reatta;hment of this farm. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TIRE OR TYPE OF DOCUMENT: NUMBER OF PAGES SIGNER($) OTHER THAN NAMED ABOVE DATE OF DOCUMENT _ ..-- —.._ rmas+aewr.nurowiieeo.iwnmwm..�lss�ivmri EXHIBIT A Real p openly in to City of Ve , County of Los Angeles, Slate of California, despised as follows: LOTS 45 TO 53 INCLUSIVE OF TRACT NO.7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES. STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 113, PAGES So TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COl1NfY RECORDER OF SAID COUNTY. APN: 0314-002400