Loading...
2000 Spanos Corp - Deed of Trust & Assignments of Rents DOC # 2000-090258Recording Requested First American Titie By fie companv SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS RECORDING REQUESTED BY: SELZER, EALY, HEMPHILL & BLASDEL 777 E. Tahquitz Canyon Way, Suite 328 Palm Springs, CA 92262 Attention: Ms. Emily Hemphill AND WHEN RECORDED MAIL TO: LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico La Quinta, California 92253 Attention: Executive Director Doc " 2000-OB02SO 03/10/2000 08:00A Fee:NC Page 1 of 14 Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk 8 Recorder 1111111111111111111111111111111111111111111111111111111 z S M PAGE SIZE DA PCOR NOCOR SMF MISC. I� A I R I L SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS COPY LONG REFUND NCHG EXAM THIS DEED OF TRUST, made this 2jaj day of _ J an u ar v ,2000 , by The Spanos Corporation, a California corporation, hereinafter called TRUSTO;R, whose- address is 1341 W. Robinhood Drive, Stockton, CA, 95207 and FIRST AMERICAN TITLE INSURANCE COMPANY, herein called Trustee, and La Quinta Redevelopment Agency, a public body, corporate and politic, herin called BENEFICIARY, Witnesseth: That Trustor IRREVOCABLY GRANTS, TR.ANSSFERS AND ASSIGNS to TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the Cry of La Quinta, County of Riverside, State of California, described as: SEE ATTACHED EXHIBIT "A" TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HO'NEVER, to the right, power and authority given to and conferred upon Beneficiary by p:-cgraph (10) of the provisions incorporated herein by reference to collect and apply such r: its, issues and profits. For the Purpose of Securing: 1. Performance of each agrefe7nent of Trustor incorporated by reference or contained herein. 2. Performance of .==-ch and every L91 C:%,%Iy Documcnts\WPDOCS\Agrmt-Spanos - AFA - Aparmcnts.wpd obligation of Trustor as set forth in that certain Affordable Housing Agreement between Trustor and Beneficiary of even date herewith, and 3. Performance of each and everyobligation of Trustor as set forth in that certain Developer Note executed by Trustor in favor of Beneficiary of even date herewith securing the principal sum of $217,723.00, a co of which is incorporated herein by referenced copy extensions, modifications, or renewals thereof. payable Beneficiary or to order, and all perform and be bound by each and all of the terms and her adopts and agrees to Addendum to Short Form Deed of Trust and Assignment of Rents provisionssetforthhed hereto o the incorporated herein by this reference. and To Protect the Security of This Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust referenced herein, and it is mutual) agreed that all of the provisions set forth in subdivision B of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY Alameda BOOK PAGE COUNTY BOOK PAGE COUNTY CK 1288 556 Kings Alpine 858 713 Placer 1100228 379E Siierrra 3 130-31 Lake 437 110 BOOK 38 PAGE 18T Amador Butte Plumas 133 438 Lassen 192 367 Riverside 3778 34777 721 Calaveras Solanoou 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 185 338 Madera 128 1287 Colusa 911 136 San Benito 300 405 323 391 Marin 1849 122 1970 421 427 56 Contra Costa San Bernardino 6213 768 Sutterlaus 4684 1 Mariposa 90 453 55 Del Norte San Francisco A-804 596 101 549 Mendocino 667 99 Trinit 455 185 183 El Dorado 704 635 Merced San Joaquin 2855 283 Trinity 108 1660 753 595 595 Glenn San Luis Obispo 1311 137 Tulare 469 76 Mono 69 302 2530 108 Fresno Santa Barbara 2065 881 Ventura 2607 5052 623 Modoc 191 93 237 Humboldt San Mateo 4778 175 Tuolumne 801 83 Monterey 357 239 177 160 Imperial Santa Clara 6626 664 Yolo 1189 701 Napa 704 742 768 16 Inyo Santa Cruz 1638 607 Yuba 165 672 Nevada 363 94 Shasta 398 693 Kern 800 633 3756 690 Orange 7182 18 San Diego Series 5 Book 1964, Page 149774 (which provisions, identical in all counties, hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length) that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations and parties set forth in this Deed of Trust. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth. The Spanos Corporation, a California corporation CANly Documents\WPDOCS\Agnnt-Spanos - AFA - Apartments.wpd IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII e32800-898258� EXHIBIT "A" page 1 ATTACffi'WM NO.2 LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF THE SOUTHWEST ONE -QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHWEST ONE - QUARTER OF SECTION 29; THENCE NORTH 000 20' 08" WEST ALONG THE WESTERLY LINE OF SAID SOUTHWEST ONE -QUARTER A DISTANCE OF 1087.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 890 51' 38" EAST A DISTANCE OF 1115.00 FEET; THENCE SOUTH 000 20' 08" EAST PARALLEL WITH SAID WESTERLY LINE A DISTANCE OF 580.00 FEET; THENCE NORTH 890 51' 38" WEST A DISTANCE OF 1115.00 FEET TO A POINT ON SAID WESTERLY LINE; THENCE NORTH 00° 20' 08" WEST ALONG SAID WESTERLY LINE A DISTANCE OF 580.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AN EASEMENT FOR PUBLIC STREET AND PUBLIC UTILITY PURPOSES OVER THE WESTERLY 55.00 FEET OF SAID DESCRIBED PARCEL. ALSO EXCEPTING THEREFROM AN EASEMENT FOR LANDSCAPE AND PEDESTRIAN PURPOSES OVER THE EASTERLY 20.00 OF THE WESTERLY 75.00 FEET OF SAID DESCRIBED PARCEL. SUBJECT TO EXISTING EASEMENTS OF RECORD. COMPRISING 14.845 ACRES OF GROSS AREA, 13.847 ACRES OF NET AREA, MORE OR LESS. C++Auft R HAFOW .� .wL Exp. � ?• e. r. k State of California ShN J-0AA01AI ) ss. County ofAf ) On QZ.j oZD06 before me, E�66A) Nd PMAL appeared c°>�/G T, mv�pr� , personally known to me or roved to me on the basis of satisfactory evidence to be the person(y4 whose name Qs)c1F16 subscribed to the ithin instrument and acknowled ed to me thatChDAWtP�Xyexecuted the same in his h/t it authorized capacity and that signature on the instrument the ( ) by is h�/tl��r person((), or the entity upon behalf of which th person( acted, executed the instrument. e WITNESS my hand and official se I. (SEAL) PEGGY J. NELSON # 121N"SignaturelAem.CornmissionNotary Public - Califmb San Joaquin County MY Ccr M. B irm Mcr25, MM Printed ame Commissioner expires State of California ) County of Riverside ss. ) On before m personally appeared proved to me on the basis of satisfactory ev. e is/are subscribed to the within instrum and executed the same in his/her/their uthorized signature(s) on the instrument a person(s), person(s) acted, executed th nstrument. WITNESS my hand Signature P-ffed name official seal. (SEAL) personally known to me or nce to be the persons) whose name(s) acknowledged to me that he/she/they capacity(ies) and that by his/her/.their or the entity upon beh=- of which the Commissioner expires CANty Documents\WPDOMAgrmt-Spanos - AFA - Apartments.wpd 2000-090258 08/10/2000 08 00R 42 of 14 ADDENDUM TO SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS The following provisions are incorporated into that certain Short Form Deed of Trust and Assignment of Rents attached hereto executed on _Januar 211 20 b T Corporation, a California corporation ("Trustor") in favor of the La Quintz�Re he Spanos Agency ("Beneficiary ), development 1. Use of ProDert Trustor hereby warrants and represents that i during the term of this Deed of Trust, use the property t shall, at times collateral hereunder Pro e P P�rtY which constitutes the (" p rty") in full and strict conformity with all applicable ordinances, laws, statutes, regulations, and governmental requirements. Trustor further warrants that it shall use the Property during the term hereof ' conformity with the terms set forth in that certain Affordable HousingAgreement strict ("AHA") dated concurrently herewith by and between Trustor and Beneficiary. Any default of Trustor under the terms of said AHA, if not cured within the times specified in the AHA for such cure, shall be deemed a breach of Trustor's obligations under ed this Deed of Trust. 9 der 2. Performance by Trustor. Trustor will faithfully perform every covenant to be performed by Trustor under any lien or encumbrance that Bene Cia rea onabl believes may be prior and superior to or on a parity with the lien or charge f this Deed of Trust. A breach of or default under any such lien or encumbrance that exists after any applicable grace period in the pertinent instrument has expired will constitute an event of default under this Deed of Trust. If Trustor fails to ,i ll Beneficiary, without demand or notice, and in its sole judgment, may o so, required by Trustor by any of the provisions in this Deed of Trust and do any things and expenses in connection with such provisions, and hold Trustor responsible cur pay same. for 3. Subordination. This Deed of Trust and all covenants, restrictions and/or regulatory agreements executed by Trustor In favor of Beneficiary in connection with the Property are expressly and shall be automatically subordinated to any deed oftrust securing the repayment of construction financing for the development of the Property in accordance with the AHA, any permanent financing u-=-d to repay any such construction financing, any purchase money mortgage placed on the Property by any successor In interest to Trustor in ownershipof the Pro refinancing of any of the foregoing P�.�y or any other g g (collectively referred to he einafiter as the "Subordinating Loans"). The proceeds of the Subordinating Loans shall be used only to construct and/or repair Improvements, reimburse Trustor for construction or development costs, repay other liens that are senior to this Deed of Trust, or provide for purchase money upon sale of the Property and the Improvements. The total amount of the Subordinating Loans shall not exceed 90% of the then appraised to value of the Property and the Improvements as set fo,�h in an ,��AI Appraisal provided by Trustor or, in the case of a purchase money loan, c-I%� PPral en / o of the then C:1,'vfy Documcncs%WPDOCS\Avrmt-Spanos • AFA - Aprtments.wpd applicable purchase price for the Property and the Improvements. The interest charged on the Subordinating Loans shall not exceed the prime rate charged bt rate Bank of America plus 5%, exclusive of late charges, penalties or fees ga a l the case of default, shall have a term of not more than thirty (30) earspandble may y provide for periodic payments of principal and interest, interest only and/or provide for balloon payments. The maximum loan fees on the Subord natin L may shall not exceed 5% of the relevant loan amount. 9 oans For the purpose of implementing the aforementioned subordination b accepting this Deed of Trust, Beneficiary agrees that in consideration of the Trustor's execution and delivery of this Deed of Trust, as long as Trustor is not then in default, Beneficiary shall from time to time execute in recordable form and deliver to Trustor within fifteen (15) days of receipt of the request therefor, an agreement expressly subordinating the lien or charge of this Deed of Trust to the lien or charge of any lender under any Subordinating Loan, and said lender shall upon receipt of said agreement, be entitled to record said agreement to evidence the subordination as described in this paragraph. Upon recording, any such subordination agreement shall prevail over the provisions otherwise set forth in this Deed of Trust. 4. Books and Records. Trustor will maintain complete books and records reflecting Trustor's compliance with the terms of the AHA and this Deed of Trust, in a form satisfactory to Beneficiary, and furnish to Beneficiary any reasonable reports requested by Beneficiary to document Trustor's compliance with the terms of the AHA and this Deed of Trust. Beneficiary shall have the right, not more than twice per year and upon not less than three (3) business days' notice, to inspect Trustor's records for the purpose of determining Trustor's compliance with the terms of the AHA and this Deed of Trust. Any such inspection shall be done during normal business hours and shall not unreasonably interfere with Trustor's operation of the Property. In the event that such inspection shows that Trustor has complied with the terms of the AHA and this Deed of Trust, then the cost of such inspection shall be borne by Beneficiary. If said inspection shows that Trustor is in material default of any provision of the AHA or this Deed of Trust, then the cost of said inspection shall be borne by Trustor, and Trustor shall pay said expenses wir►in ten (10) days of written demand therefor, and if Trustor fails to so pay said costs, said costs shall bear interest at the maximum rate allowed by law until paid in full. 5. Hazardous Materials. Trustor hereby warrants and covenants that, throughout the term of this Deed of Trust, there shall be no use, storage, generatcn, manufacture, disposal, discharge, release or threatened release of any Hazardous Materials on, around or under the Property except in strict conformity with all applicable, federal, state and local laws, rules, statutes and regulations. For purpose's of this Deed of Trust, "Hazardous Materials" shall have the meaning set forth in Section 214(5) of the AHA. Trustor agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal exper:ses incurred as the result of Trustor's breach of the provisions contained in this paragraph 5. C:Wy DocumcncslWPDOCS\Aormt-Spanos - AFA - Apsnments.wpd Q3 2 80 090258 6 of 14 ; CODA The Spanos Corporation, a California corporation jIBy: ts- C/fz/_l' La Quinta Redevelopment Agency i IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 03=a�a�of �;a&9A C:\Nfy Documents\WPDOCS\Agrtnt-Spanos - AFA - Apa=cncs.wpd CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of On 1oO-11 ,before me, Name and Title of Officer ( .g., "Jane Doe, tary Public") personally appeared cTa-AEtAIAHT Name ) of Signer(s) X personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(`) whose name0 0 is subscribed to the with' instrument and acknowledged to me t t /th* executed the same in is/ /thir thorized capacity(i�, and that by his/ /t*iir signature( on the instrument the p rson(, or the entity upon behalf of which the person(4 acted, executed the instrument. WITNESS y hand and offic' I seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the I-- and could prevent fraudulent removal and reattachment of this form to another documfi9% Descrip�ttached Document Title or Type oument: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual ❑ Corporate Officer— Title(s): ❑ Partner — ❑ Limited ❑ Gener ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Con ❑ Other: Signer Representing: of Pages: Top of thumb here © 1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 �e0eoee�II HIM 1111111111111111111111111111111111 IN 11111 es0e&A STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) n' 3-8-ra m before me, R .Q personally appeared o! &AO-6 _ ersonal ly known to m - 's to be the person(s) whose name is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. CAPACITY CLAIMED BY SIGNER O INDIVIDUAL(S) O CORPORATE OFFICERS) TITLE(S) ❑ PARTNER(S) ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ SUBSCRIBING WITNESS ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could Title or Typteof Document prevent fraudulent attachment of this certificate to unauthorized documents. jXQb2j Nurber of Pages THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Date of Document Signer(s) Other Than Named Above qvj 51 N SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS RECORDING REQUESTED BY: SELZER, EALY, HEMPHILL & BLASDEL 777 E. Tahquitz Canyon Way, Suite 328 Palm Springs, CA 92262 Attention: Ms. Emily Hemphill AND WHEN RECORDED MAIL TO: LA QUINTA REDEVELOPMENT 78-495 Calle Tampico La Quinta, California 92253 Attention: Executive Director AGENCY M S U PAGE SIZE DA PCOR NOCOR SMF MISC. A R L COPY I LONG REFUND NCHG EXAM SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS AND AGREEMENTS THIS DEED OF TRUST, made this 21st day of January, 2000, by The Spanos Corporation, a California corporation, hereinafter called TRUSTOR, whose address is 1341 W. Robinhood Drive, Stockton, CA, 95207 and FIRST AMERICAN TITLE INSURANCE COMPANY, herein called Trustee, and La Quinta Redevelopment Agency, a public body, corporate and politic, herein called BENEFICIARY, Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the City of La Quinta, County of Riverside, State of California, described as: SEE ATTACHED EXHIBIT "A" TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon Beneficiary by paragraph (10) of the provisions incorporated herein by reference to collect and apply such rents, issues and profits. For the Purpose of Securing: 1. Performance of each agreement of Trustor incorporated by reference .or contained herein. 2. Performance of each and every obligation of Trustor as set forth in that certain Affordable Housing Agreement between Trustor and Beneficiary of even date herewith, and 3. Performance of each and every CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartmentsmpd 46 obligation of Trustor as set forth in that certain Developer Note executed by Trustor in favor of Beneficiary of even date herewith securing the principal sum of $217,723.00, a copy of which is incorporated herein by referenced, payable to Beneficiary or to order, and all extensions, modifications, or renewals thereof. Trustor further adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in the Addendum to Short Form Deed of Trust and Assignment of Rents attached hereto and incorporated herein by this reference. To Protect the Security of This Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust referenced herein, and it is mutually agreed that all of the provisions set forth in subdivision B of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego Series 5 Book 1964, Page 149774 (which provisions, identical in all counties, hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length) that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations and parties set forth in this Deed of Trust. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth. The Spanos Corporation, a California corporation By: Its: CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 47 Attached For c ADDENDUM TO SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS The following provisions are incorporated into that certain Short Form Deed of Trust and Assignment of Rents attached hereto executed on January 21, 2000 by The Spanos Corporation, a California corporation ("Trustor") in favor of the La Quinta Redevelopment Agency ("Beneficiary"): 1. Use of Property. Trustor hereby warrants and represents that it shall, at times during the term of this Deed of Trust, use the property which constitutes the collateral hereunder ("Property") in full and strict conformity with all applicable ordinances, laws, statutes, regulations, and governmental requirements. Trustor further warrants that it shall use the Property during the term hereof in strict conformity with the terms set forth in that certain Affordable Housing Agreement ("AHA") dated concutrently herewith by and between Trustor and Beneficiary. Any default of Trustor under the terms of said AHA, if not cured within the time specified in the AHA for such cure, shall be deemed a breach of Trustor's obligations under this Deed of Trust. 2. Performance by Trustor. Trustor will faithfully perform every covenant to be performed by Trustor under any lien or encumbrance that Beneficiary reasonably believes may be prior and superior to or on a parity with the lien or charge of this Deed of Trust. A breach of or default under any such lien or encumbrance that exists after any applicable grace period in the pertinent instrument has expired will constitute an event of default under this Deed of Trust. If Trustor fails to do so, Beneficiary, without demand or notice, and in its sole judgment, may do any things required by Trustor by any of the provisions in this Deed of Trust and incur and pay expenses in connection with such provisions, and hold Trustor responsible for same. 3. Subordination. This Deed of Trust and all covenants, restrictions and/or regulatory agreements executed by Trustor in favor of Beneficiary in connection with the Property are expressly and shall be automatically subordinated to any deed of trust securing the repayment of construction financing for the development of the Property in accordance with the AHA, any permanent financing used to repay any such construction financing, any purchase money mortgage placed on the Property by any successor in interest to Trustor in ownership of the Property or any other refinancing of any of the foregoing (collectively referred to hereinafter as the "Subordinating Loans"). The proceeds of the Subordinating Loans shall be used only to construct and/or repair Improvements, reimburse Trustor for construction or development costs, repay other liens that are senior to this Deed of Trust, or provide for purchase money upon sale of the Property and the Improvements. The total amount of the Subordinating Loans shall not exceed 90% of the then appraised value of the Property and the Improvements as set forth in an MAI Appraisal provided by Trustor or, in the case of a purchase money loan, 90% of the then CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 49 applicable purchase price for the Property and the Improvements. The interest rate charged on the Subordinating Loans shall not exceed the prime rate charged by the Bank of America plus 5%, exclusive of late charges, penalties or fees payable in case of default, shall have a term of not more than thirty (30) years, and may provide for periodic payments of principal and interest, interest only and/or may provide for balloon payments. The maximum loan fees on the Subordinating Loans shall not exceed 5% of the relevant loan amount. For the purpose of implementing the aforementioned subordination, by accepting this Deed of Trust, Beneficiary agrees that in consideration of the Trustor's execution and delivery of this Deed of Trust, as long as Trustor is not then in default, Beneficiary shall from time to time execute in recordable form and deliver to Trustor within fifteen (15) days of receipt of the request therefor, an agreement expressly subordinating the lien or charge of this Deed of Trust to the lien or charge of any lender under any Subordinating Loan, and said lender shall upon receipt of said agreement, be entitled to record said agreement to evidence the subordination as described in this paragraph. Upon recording, any such subordination agreement shall prevail over the provisions otherwise set forth in this Deed of Trust. 4. Books and Records. Trustor will maintain complete books and records reflecting Trustor's compliance with the terms of the AHA and this Deed of Trust, in a form satisfactory to Beneficiary, and furnish to Beneficiary any reasonable reports requested by Beneficiary to document Trustor's compliance with the terms of the AHA and this Deed of Trust. Beneficiary shall have the right, not more than twice per year and upon not less than three (3) business days' notice, to inspect Trustor's records for the purpose of determining Trustor's compliance with the terms of the AHA and this Deed of Trust. Any such inspection shall be done during normal business hours and shall not unreasonably interfere with Trustor's operation of the CO O'T Property. In the event that such inspection shows that Trustor has complied with o the terms of the AHA and this Deed of Trust, then the cost of such inspection shall cu � be borne by Beneficiary. If said inspection shows that Trustor is in material default Cu � of any provision of the AHA or this Deed of Trust, then the cost of said inspection CO shall be borne by Trustor, and Trustor shall pay said expenses within ten (10) days of written demand therefor, and if Trustor fails to so pay said costs, said costs shall bear interest at the maximum rate allowed by law until paid in full. 5. Hazardous Materials. Trustor hereby warrants and covenants that, throughout the term of this Deed of Trust, there shall be no use, storage, generation, manufacture, disposal, discharge, release or threatened release of any Hazardous Materials on, around or under the Property except in strict conformity with all applicable, federal, —�— state and local laws, rules, statutes and regulations. For purposes of this Deed of Trust, "Hazardous Materials" shall have the meaning set forth in Section 214(5) of the AHA. Trustor agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses incurred as the result of Trustor's breach of the provisions contained in this paragraph 5. C:\My Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 50 The Spanos Corporation, a California corporation By: Its: La Quinta Redevelopment Agency By: Its: IIIIII I III III II III III IIII II e3��14 �eeof 0ee14 g� CAMy Documents\WPDOCS\Agrmt-Spanos - AFA - Apartments.wpd 51