HomeMy WebLinkAboutC-6377(E) - Deed of Trust with Assignment of Rents, Security Agreement and Fixture FilingAPN: 045-114-15
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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DEED OF TRUST
With Assignment of Rents, Security Agreement
and Fixture Filing
THIS DEED OF TRUST is made this 21n day of December, 2015, by and between
Newport Veterans Housing LP, a California limited partnership ("Trustor") and Century
Affordable Development, Inc., a California corporation ("Trustee"), for the benefit of the
Century Housing Corporation, a California nonprofit corporation("Beneficiary").
Trustor grants, transfers, and assigns to Trustee in trust, upon the trusts, covenants,
conditions and agreements and for the uses and purposes hereinafter contained, with power
of sale, and right of entry and possession, all of Trustor's right, title and interest in and to that
certain real property in the City of Newport Beach, County of Orange, State of California,
described in Exhibit "A" attached hereto and incorporated herein by this reference (the
"Property");
Together with the rents, issues, and profits thereof, including any operating and/or
replacement reserve accounts held by or for the benefit of Trustor, subject, however to the
right, power, and authority hereinafter given to and conferred upon Beneficiary to collect and
apply such rents, issues and profits;
Together with all buildings and improvements of every kind and description now or
hereafter erected or placed thereon, and all fixtures, including but not limited to all gas and
electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment,
laundry equipment, steam and hot water boilers, stoves, ranges, elevators, and motors,
bathtubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures,
mantels, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise,
cooking apparatus and appurtenances, and all shades, awnings, screens, blinds and other
furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent
permitted by law be deemed to be permanently affixed to and a part of the Property;
Together with all rights, including oil, gas and mineral rights, rights of way,
easements, licenses, profits, privileges, tenements, hereditaments, and appurtenances now or
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Commonwealth Land Title Company
Recording Requested By )
and When Recorded Mail To: )
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Century Housing Corporation )
1000 Corporate Pointe )
Culver City, California 90230 )
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Attn: Legal Division )
APN: 045-114-15
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
�J11 11111111 1111111111111 [1111111111111111111111111111111111111111111172.00
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DEED OF TRUST
With Assignment of Rents, Security Agreement
and Fixture Filing
THIS DEED OF TRUST is made this 21n day of December, 2015, by and between
Newport Veterans Housing LP, a California limited partnership ("Trustor") and Century
Affordable Development, Inc., a California corporation ("Trustee"), for the benefit of the
Century Housing Corporation, a California nonprofit corporation("Beneficiary").
Trustor grants, transfers, and assigns to Trustee in trust, upon the trusts, covenants,
conditions and agreements and for the uses and purposes hereinafter contained, with power
of sale, and right of entry and possession, all of Trustor's right, title and interest in and to that
certain real property in the City of Newport Beach, County of Orange, State of California,
described in Exhibit "A" attached hereto and incorporated herein by this reference (the
"Property");
Together with the rents, issues, and profits thereof, including any operating and/or
replacement reserve accounts held by or for the benefit of Trustor, subject, however to the
right, power, and authority hereinafter given to and conferred upon Beneficiary to collect and
apply such rents, issues and profits;
Together with all buildings and improvements of every kind and description now or
hereafter erected or placed thereon, and all fixtures, including but not limited to all gas and
electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment,
laundry equipment, steam and hot water boilers, stoves, ranges, elevators, and motors,
bathtubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures,
mantels, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise,
cooking apparatus and appurtenances, and all shades, awnings, screens, blinds and other
furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent
permitted by law be deemed to be permanently affixed to and a part of the Property;
Together with all rights, including oil, gas and mineral rights, rights of way,
easements, licenses, profits, privileges, tenements, hereditaments, and appurtenances now or
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in any way appertaining to and belonging to or used in connection with the Property or the
Improvements and apart thereof or as a means of access thereto, including but not limited to,
any claim at law or in equity and any after-acquired title and reversion in or to each and
everypart of all streets, roads, highways, alleys and common areas adjacent to and adjoining
the Property; and
Together with all building materials and equipment now or hereafter delivered to the
Property and intended to be installed thereon.
Trustor also hereby grants to Beneficiary, as secured party, a security interest in all of
the following described personalty, whether now or hereafter existing, and in which Trustor
now has or hereafter obtains any right, title, estate or interest: (i) all existing and future
goods located on the Property which are now or in the future owned by Trustor and used in
the operation or occupancy of the Property, including but not limited to all appliances,
furniture and furnishings, building service equipment, and building materials, supplies and
equipment; swimming pool heaters, finniture and equipment; racquet ball and tennis
equipment; gyre and exercise machines and equipment; linens; chairs and tables; radios;
ovens; heaters; stoves and microwave ovens; utensils; dishes; glassware and silverware; cash
registers; and inventory; (ii) all general intangibles relating to the development or use of the
Property, including but not limited to, all governmental permits relating to construction on
the Property, all names under or by which the Property or any of the improvements thereon
may at any time be operated or known and all rights to carry on business under any such
names or any variant thereof, and all trademarks and goodwill in any way relating to the
Property; (iii) all other goods and chattels and personalty as are ever used or furnished in
operating the improvements to be constructed on the Property, and all renewals or
replacements thereof or articles in substitution therefor, whether or not the same are, or shall
be attached to said building or buildings in any manner; and (iv) all leasing, service,
engineering, consulting, construction, purchase and other contracts of any nature relating to
the Property as such may be modified, amended, or supplemented from time to time
concerning the management, operation, occupancy, use and/or disposition of the Property;
(v) all deposits made with or other security given to utility companies by Trustor with respect
to the Property and Improvements, and all advance payments of insurance premiums made by
Trustor with respect thereto, and claims or demands relating to insurance; (vi) all damages,
royalties, rentals and revenues of every kind, nature and description whatsoever that Trustor
may be entitled to receive from any penton, company or corporation owning or having or
hereafter acquiring a right to the oil, gas or minerals in the Property or any part thereof, with
the right in Beneficiary to receive and receipt therefor and apply and release such monies
received by it in the same manner and with the same effect as provided herein for disposition
of proceeds of fire or other insurance; and Beneficiary may demand, sue for and recover any
such payment but shall not be required to do so; (vii) all payment and performance bonds or
guarantees and any and all modifications and extensions thereof relating to the Property;
(viii) all rebates, refunds, cost savings and payments of any kind relating to the operation,
occupancy, use, purchases and disposition of all or any portion of the Property; (ix) all
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proceeds and claims arising on account of damage to or taking of the Property or any part
thereof and all causes of action and recoveries for any loss diminution in the value of the
Property or improvements; (x) all of Trustor's interest and policies of and proceeds resulting
from insurance relating to the Property or any of the personalty thereon, and any and all
riders, amendments, renewals, supplements or extensions thereof or thereto and all proceeds
thereof; (xi) all proceeds, whether cash, promissory notes, or otherwise, of the sale, lease or
other disposition of all or any part of the Property now or hereafter related thereto.
To have and to hold the Property hereinbefore described together with all
appurtenances thereto to the Trustee, its successors and assigns forever.
FOR TDE PURPOSE of securing the following obligations:
(a) The payment to Beneficiary of an indebtedness evidenced by a Promissory
Note (the "Note") in the principal amount of one million nine hundred ninety seven thousand
dollars ($1,997,000.00), with interest thereon, executed by Trustor and payable to the order
of Beneficiary, bearing the same date as this Deed of Trust, and any and all modifications,
extensions or renewals thereof or substitutions therefor, and performance of each and all of
the obligations of Trustor under the Note;
(b) Performance and satisfaction of each and all of the covenants, agreements,
terms and conditions to be performed or satisfied by Trustor and contained in this Deed of
Trust and in that certain Loan Agreement of even date herewith by Trustor and Beneficiary
(the "Loan Agreement");
(c) Payment of sums and interest thereon that may hereafter be loaned or advanced
by Beneficiary to or for the benefit of Trustor or to its successor and assigns, provided that no
such additional loan or advance and no interest thereon shall be secured by this Deed of Trust
unless such additional loan or advance is (i) made to Trustor while it is the owner of record
of the Property or a leasehold estate therein, or any portion thereof, or to its successors or
assigns while they are the owners of the Property or a leasehold estate therein, and (ii) is
evidenced by a written instrument signed by Trustor which recites that it is secured by this
Deed of Trust.
AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
COVENANTS AND AGREES:
That it will pay the Note at the times and in the manner provided therein.
2. That it will not permit or suffer the use of any of the Property for any purpose
other than the use for which the same was intended at the time this Deed of Trust was
executed.
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3. That upon the occurrence of any Event of Default by Trustor under the Loan
Agreement, which default is not cured or commenced to be cured pursuant to the terms
thereof, the Beneficiary, at its option, may declare the whole of the indebtedness secured
hereby to be due and payable. Trustor specifically agrees that any action by Beneficiary to
obtain performance under the Loan Agreement of an obligation other than repayment of the
debt secured by this Deed of Trust shall not constitute an "action" within the meaning of
California Code of Civil Procedure §726, and Trustor hereby waives any defense it might
otherwise have based on the "one -action" rule in any subsequent proceeding involving
Beneficiary's foreclosure rights hereunder.
4. That all rents, profits and income from the Property covered by this Deed of
Trust are hereby absolutely assigned to the Beneficiary for the purpose of discharging the
debt hereby secured. Permission is hereby given to Trustor, so long as no Event of Default
exists hereunder, to collect such rents, profits and income for use in accordance with the
provisions of the Loan Agreement.
5. That upon an Event of Default hereunder or under the Loan Agreement
Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction,
without notice, to take possession and protect the Property described herein and operate same
and collect the rents, profits and income therefrom.
6. That Trustor will keep the improvements now existing or hereafter erected on
the Property insured against loss by fire and such other hazards, casualties, and contingencies
as may be reasonably required by the Beneficiary in the Loan Agreement, and all such
insurance shall be evidenced by standard fire and extended coverage insurance policy or
policies. Such policies shall be endorsed with standard mortgage clause with loss payable to
the Beneficiary in addition to Trustor and shall be deposited with the Beneficiary.
BENEFICIARY HAS AND HEREBY DISCLOSES TO TRUSTOR IN WRITING
THAT UNDER SECTION 2955.5 OF THE CALIFORNIA CIVIL CODE:
"NO LENDER SHALL REQUIRE A BORROWER, AS A CONDITION OF RECEIVING
OR MAINTAINING A LOAN SECURED BY REAL PROPERTY, TO PROVIDE
HAZARD INSURANCE COVERAGE AGAINST RISKS TO THE IMPROVEMENTS ON
THAT REAL PROPERTY IN AN AMOUNT EXCEEDING THE REPLACEMENT
VALUE OF THE IMPROVEMENTS ON THE PROPERTY."
7. To pay, before delinquency, any taxes and assessments affecting said Property
including assessments on appurtenant water stock; when due, all encumbrances, charges and
liens, with interest, on said Property or any part thereof which appear to be prior or superior
hereto; all costs, fees, and expenses of this Trust.
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8. To keep said Property in good condition and repair, not to remove or demolish
any buildings thereon (except for any partial demolition occurring in connection with
rehabilitation); to complete or restore promptly and in good and workmanlike manner any
building which may be constructed, damaged, or destroyed thereon to the extent that
insurance proceeds are available therefor and to pay when due all claims for labor performed
and materials furnished therefor; to comply with all laws affecting said Property or requiring
any alterations or improvements to be made thereon; not to commit or permit waste thereof;
not to commit, suffer or permit any act upon said Property in violation of law and/or
covenants, conditions and/or restrictions affecting said Property; not to permit or suffer any
material alteration of or addition to the buildings or improvements hereafter constructed in or
upon said Property without the consent of the Beneficiary.
9. To appear in and defend any action or proceeding purporting to affect the
security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and
expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any
such action or proceeding in which Beneficiary or Trustee may appear.
10. Should Trustor fail to make any payment or do any act as herein provided, then
Beneficiary or Trustee, but without obligation to do so and without notice to or demand upon
Trustor and without releasing Trustor from any obligation hereof, may make or do the same
in such manner and to such extent as either may deem necessary to protect the security
hereof. Beneficiary or Trustee being authorized to enter upon said Property for such
purposes may commence, appear in and/or defend any action or proceeding purporting to
affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay,
purchase, contest, or compromise any encumbrance, charge, or lien which in the judgment of
either appears to be prior or superior hereto; and, in exercising any such powers, may pay
necessary expenses, employ counsel, and pay his reasonable fees.
11. That the Beneficiary shall have the right to pay fire and other property
insurance premiums when due should Trustor fail to make any required premium payments.
All such payments made by the Beneficiary shall be added to the principal sum secured
hereby.
12. To pay immediately and without demand all sums expended by Beneficiary or
Trustee under permission given under this Deed of Trust, with interest from date of
expenditure at the rate specified in the Note.
13. That the funds to be advanced hereunder are to be used solely in accordance
with the Loan Agreement; and upon the failure of Trustor to keep and perform all the
covenants, conditions, and agreements of said Loan Agreement, subject to the rights ofnotice
and cure provided thereunder, the principal sum and all arrears of interest, and other charges
provided for in the Note shall at the option of the Beneficiary of this Deed of Trust become
due and payable, anything contained herein to the contrary notwithstanding.
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14. That Trustor specifically covenants that it will not voluntarily create, suffer, or
permit to be created against the Property subject to this Deed of Trust any lien or liens except
as authorized by Beneficiary and further that it will keep and maintain the Property free from
the claims of all persons supplying labor or materials which will enter into the construction of
any and all buildings now being erected or to be erected on said Property.
15. That the improvements upon the Property covered by the Deed of Trust, and all
plans and specifications, comply with all municipal ordinances and regulations and all other
regulations made or promulgated, now or hereafter, by lawful authority, and that the same
comply with all such municipal ordinances and regulations and with the rules of the
applicable fire rating or inspection organization, bureau, association or office.
IT IS MUTUALLY AGREED THAT:
16. Trustor shall conduct its operations on the Property in compliance with, and
shall not cause or permit the Property to be in violation of, any applicable Statutes (as defined
in Paragraph 9 of the Environmental Indemnification Agreement between Trustor and
Beneficiary). Trustor warrants and represents that Trustor has exercised due diligence in a
manner consistent with good commercial practice in investigating prior ownership and use of
the Property. Trustor shall obtain and maintain in effect all permits required by such Statutes
for the Property and uses made thereof, and shall furnish to Beneficiary true copies thereof
upon request. Upon the reasonable request of Beneficiary, Trustor shall furnish to
Beneficiary opinions and statements evidencing or certifying that the Property and uses being
made thereof are in compliance with such permits and applicable Statutes. Trustor shall not,
nor shall Trustor permit anyone else, to handle, store or dispose of, or allow the handling, the
storage or disposal of any Hazardous Materials (as defined in Paragraph 9 of the
Environmental Indemnity Agreement) on the Property in violation of any applicable law, and
shall not discharge any waste onto land or any surface water or groundwater at or near the
Property in violation of any applicable law. Trustor shall not permit or maintain on the
Property any explosive device or material, radioactive material, friable asbestos, radon gas,
urea formaldehyde foam installation or polychlorinated biphenols. Trustor shall manage all
Hazardous Materials and chemicals in accordance with all applicable laws and regulations
including environmental and occupational safety regulations and orders. Trustor shall not
permit or maintain on the Property any substance known to cause human injury, including
without limitation cancer or reproductive toxicity, except those which are necessary for the
prudent management of Trustor's operations on the Property. Trustor shall comply with all
laws, regulations and standards applicable to such substances. Trustor shall immediately
advise Beneficiary in writing of (i) any and all governmental agency regulatory proceedings
or enforcement actions instituted or threatened, which require or could require investigation,
mitigation, clean-up, alteration or abatement of conditions at the Property, (ii) all claims
made or threatened by any party against Trustor or the Property relating to damage,
contribution, cost recovery, compensation, loss or injury resulting from any pollutant or
Hazardous Materials, (iii) Trustor's discovery of any occurrence or condition on any real
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property adjoining or in the vicinity of the Property that could cause the Property or any part
thereof to be classified as "border -zone property" under the provisions of California Health
and Safety Code §§25220 et. seq., or regulations adopted pursuant thereto, and (iv) Trustor's
discovery of any occurrence or condition on the Property or any real property adjoining or in
the vicinity of the Property which could subject Trustor or the Property to any restrictions on
ownership, occupancy, transferability or use of the Property under any Statutes. Beneficiary
shall have the right but not the obligation to join and participate in, as a party if it so elects,
any settlements, remedial actions, legal proceedings or actions initiated in connection with
any claims brought under any Statutes and to have its attorneys' fees in connection therewith
paid by Trustor. Trustor shall be solely responsible for and shall indemnify and hold
harmless Beneficiary, its officers, employees, agents, consultants, attorneys, servants,
successors and assigns from and against any loss, damage, cost, expense or liability directly
or indirectly arising out of or attributable to the use, generation, manufacture, treatment,
handling, refining, production, processing, storage, release, threatened release, discharge,
disposal, or presence of Hazardous Materials on, under or about the Property including
without limitation:
(a) All foreseeable and unforeseeable consequential damages;
(b) The costs of any required or necessary investigation, repair, removal, cleanup
or remediation and restoration ofthe Property and the preparation and implementation of any
closure, remedial or other required plans;
(c) All reasonable costs and expenses incurred by Beneficiary in connection with
clauses (a) and (b) including, without limitation, reasonable attorneys' fees; and
(d) All fines, penalties and costs imposed on Beneficiary.
The rights of Beneficiary set forth in this paragraph 16 are intended to be cumulative
and additional to the rights and remedies set forth elsewhere in this Deed of Trust, including,
without limitation, those set forth herein and in any Environmental Indemnification
Agreement executed concurrently herewith.
17. If Trustor has committed an Event of Default under the Loan Agreement, the
Beneficiary, after due notice to Trustor or any subsequent owner, is hereby invested with full
and complete authority to enter upon the said premises, employ watchmen to protect such
improvements from depredation or injury and to preserve and protect the personal property
therein, and to continue any and all outstanding contracts for the erection and completion of
said building or buildings, to make and enter into any contracts and obligations wherever
necessary, either in its own name or in the name of Trustor, and to pay and discharge all
debts, obligations and liabilities incurred thereby. All such sums so advanced by the
Beneficiary (exclusive of advances of the principal of -the indebtedness secured hereby) shall
be added to the principal of the indebtedness secured hereby and shall be secured by this
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Deed of Trust and shall be due and payable on demand with interest at the rate specified in
said Note.
18. Should the Property or any part thereof be taken or damaged by reason of any
public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in
any other manner, the Beneficiary shall be entitled to all of Trustor's interest in
compensation, awards, and other payments or relief therefor, and shall be entitled at its
option to commence, appear in and prosecute in its own name, any action or proceedings, or
to make any compromise or settlement in connection with such taking or damage. So long as
Trustor has not committed an Event of Default hereunder, Trustor shall be entitled to
participate in the adjustment or compromise of any insurance or condemnation proceeds or
any action or proceeding commenced in connection therewith. All such compensation,
awards, damages, rights of action and proceeds, including the proceeds of any policies of fire
and other insurance affecting said Property, are hereby assigned to the Beneficiary. After
deducting therefrom all its expenses, including reasonable attorney's fees, and if Trustor has
not committed an Event of Default hereunder, Beneficiary shall apply all such proceeds to
restoring the Property, or in the event Trustor has committed an Event of Default hereunder,
or in the event Trustor determines not to rebuild, the Beneficiary shall retain the proceeds to
the extent of the amount of principal and interest due under the Note. Any balance of such
proceeds still remaining shall be disbursed by the Beneficiary to Trustor.
19. If Trustor shall fail to perform any covenant or agreement in this Deed of Trust
or secured by this Deed of Trust and such failure continues beyond any applicable cure
period, the Beneficiary may declare all sums secured hereby immediately due and payable by
delivery to Trustee of written declaration of default and demand for sale, and of written
notice of default and of election to cause the real property described in Exhibit "A" attached
hereto to be sold at public auction, which notice Trustee shall cause to be duly filed for
record in accordance with California law and the Beneficiary may foreclose this Deed of
Trust notice of such failure from Beneficiary.
20. After the lapse of such time as may then be required by law following the
recordation of said notice of default, and notice of sale having been given as then required by
law, Trustee, without demand on Trustor, shall sell the real property described on Exhibit
"A" attached hereto at the time and place fixed by it in said notice of sale, either as a whole
or in separate parcels, and in such order as it may determine at public auction to the highest
bidder for lawful cash money of the United States payable at time of sale. Trustee may
postpone sale of all or any portion of said Property by public announcement at the time and
place of sale, and from time to time thereafter may postpone the sale by public announcement
at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its
Deed conveying Trustor's fee or leasehold estate, as the case may be, in such real property so
sold, but without any covenant or warranty, express or implied. The recitals in the Deed of
any matters or facts shall be conclusive proof of the truthfulness thereof. Any person,
including Trustor, Trustee or Beneficiary, may purchase at the sale. The Trustee shall apply
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the proceeds of sale to payment of (1) the expenses of such sale, together with the reasonable
expenses of this trust including therein reasonable Trustee's fees or attorneys' fees for
conducting the sale, and the actual cost of publishing, recording, mailing and posting notice
of the sale; (2) the cost of any search and/or other evidence of title procedure in connection
with such sale and revenue stamps on Trustee's Deed; (3) all sums expended under the terms
hereof, not then repaid, with accrued interest at the rate specified in said Note; (4) all other
sums then secured hereby; and (5) the remainder, if any, to the person or persons legally
entitled thereto.
21. Beneficiary may from time to time substitute a successor or successors to any
Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and
without conveyance to the successor trustee, the latter shall be vested with all title, powers
and duties conferred upon any Trustee herein named or acting hereunder. Each such
appointment and substitution shall be made by written instrument executed by Beneficiary,
containing reference to this Deed of Trust and its place of record, which, when duly recorded
in the proper office of the county or counties in which the Property is situated, shall be
conclusive proof of proper appointment of the successor trustee.
22. Upon written request of Beneficiary stating that all sums secured hereby have
been paid, and upon surrender ofthis Deed of Trust and said Note to Trustee for cancellation
and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the
Property then held hereunder. The recitals in such reconveyance of any matters or facts shall
be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be
described as "the person or persons legally entitled thereto".
23. The trust created hereby is irrevocable by Trustor.
24. In the event of the occurrence of an Event of Default hereunder, Trustor shall
be personally liable therefor and Beneficiary's remedies in the event of such an event of
default shall include judicial foreclosure of the property described in this Deed of Trust or the
exercise of power of sale, and the right to proceed directly against Trustor and to obtain a
deficiency judgment atter judicial foreclosure.
25. Trustor acknowledges that, in making the loan represented by the Note,
Beneficiary has relied to a material extent upon the business reputation of Trustor and upon
the continuing interest which Trustor will have in the property encumbered by this Deed of
Trust (the "Trust Estate"). In the event Trustor sells, conveys, transfers, disposes of,
hypothecates, mortgages or otherwise alienates or encumbers the Trust Estate, or any part
thereof, or any interest therein, by the operation of law or otherwise, then Beneficiary shall
have the right, at its sole option, to declare all sums evidenced by the Note immediately due
and payable.
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26. This Deed of Trust constitutes a Security Agreement with respect to all
personal property in which Beneficiary is granted a security interest hereunder, and
Beneficiary shall have all of the rights and remedies of a secured party under the California
Uniform Commercial Code as well as all other rights and remedies available at law or in
equity. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably
constitutes and appoints Beneficiary the attorney-in-fact of Trustor, to execute, deliver and, if
appropriate, to file with the appropriate filing officer or office such security agreements,
financing statements, continuation statements, or other instruments as Beneficiary may
request or require in order to impose, perfect or continue the perfection of, the lien or security
interest created hereby. Upon the occurrence of any Event of Default hereunder, Beneficiary
shall have the right to cause any of the Trust Estate which is personal property and subject to
the security interest of Beneficiary hereunder to be sold at any one or more public or private
sales as permitted by applicable law, and Beneficiary shall further have all other rights and
remedies, whether at law, in equity, or by statute, as are available to secured creditors under
applicable law. Any such disposition may be conducted by an employee or agent of
Beneficiary or Trustee. Any person, including both Trustor and Beneficiary, shall be eligible
to purchase any part or all of such property at any such disposition.
Expenses of retaking, holding, preparing for sale, selling or the like shall be
borne by Trustor and shall include Beneficiary's and Trustee's reasonable attorneys' fees and
legal expenses. Trustor, upon demand of Beneficiary, shall assemble such personal property
and make it available to Beneficiary at the Property, a place which is hereby deemed to be
reasonably convenient to Beneficiary and Trustor. Beneficiary shall give Trustor at least
twenty (20) days prior written notice of the time and place of any public sale or other
disposition of such property or of the time of or after which any private sale or any other
intended disposition is to be made, and if such notice is sent to Trustor, as the same is
provided for the mailing of notices herein, it is hereby deemed that such notice shall be and is
reasonable notice to Trustor.
This Deed of Trust, when recorded, shall be a "Fixture Filing", and a portion of
the items of personal property specified above are, or to become, fixtures (as that term is
defined in Section 9-313 of the Uniform Commercial Code of California) on the Property.
For such purposes, the following is set forth:
a) Name and address of Debtor:
Newport Veterans Housing LP
3416 Via Oporto, Suite 301
Newport Beach, CA 92663
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b) Name and address of Secured Parry:
Century Housing Corporation
1000 Corporate Pointe, Suite 200
Culver City, California 90230
c) This Deed of Trust covers goods which are or are to become fixtures;
d) The name of the record owner of the Property is Newport Veterans
Housing LP, a California limited partnership.
27. Trustor will be in default (each an "Event of Default") under this Deed of Trust
if:
(a) Trustor fails to make any payment required by the Note, and does not
cure that failure within ten (10) days after written notice from the Beneficiary; or
(b) Trustor fails to perform any other covenant contained in this Deed of
Trust within thirty (30) days following written notice of such failure from the Beneficiary
unless the failure to observe or perform the covenant in question is curable but is of such a
nature that it is incapable of being cured with reasonable diligence within said 30 -day period
and Trustor commences such cure within said 30 -day period and diligently and continuously
pursues the same to completion. In no event shall Beneficiary be precluded from exercising
all legal remedies permitted hereunder if its security becomes or is about to become
materially j eopardized by any failure to cure a default or if the default is not cured within one
hundred eighty (180) days after the initial notice is given hereunder; or
(c) Any other event occurs which, under the Note, the Loan Agreement, or
under any other agreement of Trustor relating to the Loan, constitutes a default by Trustor
following notice and an opportunity to cure as set forth therein or gives the Beneficiary the
right to accelerate the maturity of all or any part of the indebtedness secured by this Deed of
Trust.
28. If Beneficiary at any time holds additional security for any obligations secured
hereby, it may enforce the terms hereof or otherwise realize upon the same, at its option and
subject to applicable law, either before or concurrently or after a sale is made hereunder, and
may apply the proceeds upon the indebtedness secured hereby without affecting the status of
or waiving any right to exhaust all or any other security, including the security hereunder,
and without waiving any breach or default or any right or power whether exercised hereunder
or contained herein or in any such other security.
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Upon any default under the provisions of paragraph 16, Beneficiary may pursue the
remedies provided in Code of Civil Procedure §736.
Upon the occurrence of any default hereunder, and should the Property be
environmentally impaired as herein provided, Beneficiary may make the election provided in
Code of Civil Procedure §726.5 and proceed in the manner provided therein.
Without prejudice to the general right of inspection set forth herein, Beneficiary may
enter and inspect the Property for the purpose of determining the existence, location, nature
and magnitude of any past or present release or threatened release of any Hazardous
Materials into, onto, beneath or from the Property and to procure the appointment of a
receiver if required, in accordance with the provisions of Civil Code §2929.5 and Code of
Civil Procedure §564(c).
No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to
be exclusive of any other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute. Every power or remedy given by this
instrument to Trustee or Beneficiary or to which either of them may be otherwise entitled,
may be exercised concurrently or independently, from time to time and as often as may be
deemed expedient by Trustee or Beneficiary, and either of them may pursue inconsistent
remedies.
29. Trustee accepts this Trust when this Deed of Trust, duly executed and
acknowledged, is made public record as provided by law. Except as otherwise provided by
law, the Trustee is not obligated to notify any party hereto ofpending sale under this Deed of
Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party
unless brought by Trustee.
30. This Deed of Trust applies to, inures to the benefit of, and binds all parties
hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The
term "Beneficiary" shall include not only the original Beneficiary hereunder but also any
future owner and holder including pledgees, of the Note secured hereby. In this Deed of
Trust, whenever the context so requires, the masculine gender includes the feminine and/or
neuter, and the singular includes the plural.
31. Trustor requests that a copy of any notice of default and of any notice of sale
hereunder be mailed to it at Community Development Partners, 3416 Via Oporto, Suite 301
Newport Beach, CA 92663, Attention: Mr, Eric A. Paine.
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IN WITNESS WHEREOF Trustor has executed this Deed of Trust as of the day and
year set forth above.
TRUSTOR: Newport Veterans Housing LP, a California limited partnership
By: CDP Newport LLC, a California limited liability company
Its: Administrative General Partner
By: Community Development Partners, a California corporation
Its: Sole Managin Member
By:
Eric Paine, CEO
By: Mercy House Living Centers, a California nonprofit public benefit
corporation
Its: Managing General Partner
By: / --
Larry Haynes, President
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A Notary Public or other officer completing
this certificate verifies only the identity of the
individual who signed the document, to which
this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of Orange
On Dec 11 , ).m 15 before me,W r , Notary Public, personally
meo
appeared Eric A. Paine, who proved to n the asis of satisfactory evidence to be the
person(4 whose name are subscribed to the within instrument and acknowledged tome
thatoshe/they executed the same in t�y' /her/their authorized capacity(ijig), and that by
ht her/their signature(g)on the instrument the person(,gj, or the entity upon behalf of which
t e person(g) acted, executed the instrument.
1 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.
TIM MINDER
COMMON a 2008014
Notary PUNIC - Callfia
Orange County
COMM. ea Feb 6 2010
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A Notary Public or other officer completing
this certificate verifies only the identity of the
individual who signed the document, to which
this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of Orange )
On Oec. 21 , jQ j5 before me, ro o, Lvu,oter , Notary Public, personally
appeared Larry Haynes, who proved to me on the basis of satisfactory evidence to be the
person(4 whose nameW i are subscribed to the within instrument and acknowledged to me
that®i /she/they executed the same inober/their authorized capacity(*), and that by
&her/their signature(&) on the instrument the person(&), or the entity upon behalf of which
the person(d) 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.
AV/0-L--
--------------------
TIM WINGER
Commission N 2099074
< Notuy Public.- CORONA
Orange County
Comm. Winn Feb 9 2019+
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Exhibit A
Legal Description of Property
All that certain real property situated in the County of Orange, State of California, described
as follows:
Lots 11, 12 and 13 in Block 160 of River Section, Newport Beach, in the City of Newport
Beach, County of Orange, State of California, as shown on a map recorded in Book 4, Page
25 of Miscellaneous Maps, in the office of the County Recorder of said County.
EXCEPT therefrom Lot 11 all oil, gas, minerals and other hydrocarbon substances lying
below a depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 50 feet
EXCEPT therefrom Lot 13 all oil, gas, minerals and other hydrocarbon substances lying
below a depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 50 feet
EXCEPT therefrom Lot 12 all oil, gas, minerals and other hydrocarbon substances lying
below a depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 400 feet
Assessor's Parcel Number: 045-114-15
Address: 6001 Newport Shores Drive, Newport Beach, CA 92663
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