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2025-01-14 Certification of Counsel Re Motion to Approve Compromise (Doc 304, received 2025-01-23)Case 24-11647-MFW Doc 304 Filed 01/14/25 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SilverRock Development Company, et al., Debtors.' Chapter 11 Case No. 24-11647 (MFW) (Jointly Administered) Re: Docket No. 240 CERTIFICATION OF COUNSEL REGARDING MOTION TO APPROVE COMPROMISE UNDER RULE 9019 AND LOCAL RULE 9013-1 AND 11 U.S.C. SECTIONS 105(A) AND 363(B) AUTHORIZING AND APPROVING CERTAIN UNWIND AGREEMENTS AND RECONVEYANCE OF DEEDS OF TRUST BY AND BETWEEN THE DEBTORS AND CERTAIN SETTLING CREDITORS The undersigned counsel to Debtors in the above captioned chapter 11 case hereby certifies as follows: 1. On December 4, 2024, Debtors filed the Motion to Approve Compromise Under Rule 9019 and Local Rule 9013-1 and 11 U.S.C. Sections 105(a) and 363(b) Authorizing and Approving Certain Unwind Agreements and Reconveyance of Deeds of Trust By and Between the Debtors and Certain Settling Creditors [D.I. 240] (the "Motion"). 2. The Debtors received informal comments from the Office of the United States Trustee (the "UST") and City of La Quinta, California (the "City") regarding the proposed form of order attached to the Motion. 'The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC, (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase 1, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. Case 24-11647-MFW Doc 304 Filed 01/14/25 Page 2 of 5 3. The Debtors negotiated modifications to the proposed form of order (the "Proposed Order"), as set forth in the redline attached as Exhibit A, hereto, without exhibits. Among other things, the modifications include provisions that: a. The releases described in each of the Unwind Agreements shall become effective only upon recordation by the trustee of the full Reconveyance of the Deeds of Trust; b. The releases apply only to the Debtors and their estates, and not to any third -party claims; and c. The Debtors' release as to Settling Creditor Robert Green is limited to Mr. Green's liability as a transferee under Bankruptcy Code Section 550 and applicable state law pertaining to transferees. 4. A clean version of the Proposed Order attached hereto as Exhibit B. 5. Exhibit 1 to the Proposed Order contains the Unwind Agreements (as that term is defined in the Motion) and Exhibit 2 to the Proposed Order contains the Reconveyance of Deeds of Trust. 6. For George Heuser, the original Unwind Agreement only listed him as a preferred equity holder in SilverRock Phase I and only listed his Note secured by a deed of trust in SilverRock Development Company's ("SRDC") property. The new, re -executed, corrected Unwind Agreement lists Mr. Hauser as an equity holder in both SilverRock Phase I and SilverRock 2 Case 24-11647-MFW Doc 304 Filed 01/14/25 Page 3 of 5 Luxury, and it lists him as a beneficiary of the DOT in both SRDC and RGC PA 789's real property, as consistent with both the Motion and the two Requests for Full Reconveyance that Mr. Heuser already executed. 7. Corrected versions of the new Hauser Unwind Agreement reflecting those changes are included in Exhibit 1 to the Proposed Order. 8. Finally, the Proposed Order contains four (4) new Unwind Agreements and three (3) new Reconveyance of Deeds of Trust on the same terms as the others submitted with the Motion: a. Eric Leitstein, for $2.9 million (Unwind Agreement only) b. Kevin and Lindy Welk, for $362,000 (Unwind Agreement and Request for Reoconveyance); c) LTMDP Living Family Trust, for $362,000 (Unwind Agreement and Request for Reoconveyance). (d) Mack Revocable Trust for $364,000 (Unwind Agreement and Request for Reoconveyance). 9. The Office of the United States Trustee and major constituents have reviewed the revised Proposed Order and new Unwind Agreements and Reconveyance of Deeds of Trust and have no objections. 3 Case 24-11647-MFW Doc 304 Filed 01/14/25 Page 4 of 5 WHEREFORE, the Debtor respectfully requests that the Court enter the Proposed Order attached hereto as Exhibit B. Dated: January 14, 2025 Respectfully submitted, ARMSTRONG TEASDALE LLP 4 /s/ Jonathan M. Stemerman Jonathan M. Stemerman (No. 4510) Eric M. Sutty (No. 4007) Denisse Guevara (No. 7206) 1007 North Market Street, Third Floor Wilmington, Delaware 19801 Telephone: (302) 416-9670 jstemerman@atllp.com esutty@atllp.com dguevaraa,atllp.com -and- Victor A. Vilaplana (Pro Hac Vice) 823 La Jolla Rancho Rd. La Jolla, CA 92037 Telephone: (619) 840-4130 vavilaplana@gmail.com -and- Benjamin M. Carson (Pro Hac Vice) 5965 Village Way, STE E105 San Diego, CA 92130 Telephone: (858) 255-4529 ben@benjamincarsonlaw.com Case 24-11647-MFW Doc 304 Filed 01/14/25 Page 5 of 5 Counsel to the Debtors and Debtors -in -Possession 5 Case 24-11647-MFW Doc 304-1 Filed 01/14/25 Page 1 of 4 Exhibit A Case 24-11647-MFW Doc 304-1 Filed 01/14/25 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 24-11647 (MFW) Jointly Administered Re: Docket No. 240 In re: SilverRock Development Company, et al., Debtors.1 ORDER PURSUANT TO BANKRUPTCY RULE 9019, LOCAL RULE 9013-1 AND 11 U.S.C. §§ 105(A) AND 363(B) AUTHORIZING AND APPROVING CERTAIN UNWIND AGREEMENTS AND RECONVEYANCE OF DEEDS OF TRUST BY AND BETWEEN THE DEBTORS AND CERTAIN SETTLING CREDITORS Upon the Motion of the Liquidating Trustee Pursuant to Bankruptcy Rule 9019, Local Rule 9013-2 and 11 U.S.C. § ' 105(a) and 363(b), for Entry of an Order Authorizing and Approving Certain Unwind Agreements And Reconveyance Of Deeds Of Trust By And Between The Debtors And Certain Settling Creditors (the "Motion"),2 and this Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012; and consideration of the Motion and the relief requested therein being a core proceeding in accordance with 28 U.S.C. § 157(b)(2); and venue being proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion being adequate and appropriate under the particular circumstances; and upon the record of any hearing being held to consider the relief requested in the Motion; and upon all proceedings had before this Court; and this Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors' estates, their creditors, and other parties in interest and that the legal 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 2 All capitalized terms not otherwise defined herein are to be given the meanings ascribed to them in the Motion. Case 24-11647-MFW Doc 304-1 Filed 01/14/25 Page 3 of 4 and factual bases set forth in the Motion establish just cause for the relief granted herein; and any objections to the requested relief having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED: 1. The Motion is GRANTED as set forth herein. cent as otltcrs--vise stz ted in this Order :12the Unwind Agreements attached hereto as Exhibit 1 are APPROVED and the terms set forth therein shall have the full force and effect of an order entered by the Court. 3. The releases described in each of the Unwind Agreements shall become effecti only upon recordation by the trustee o! the 'full Reconvevance of the Deeds of Trust. _...._.__._......._The releases a ply_or ly to the Debtors and their estati s,_and not to any third- arty claims. 5. Th Dgbtor4rptc,aic, a tto Settling( rccbtk Rolmt Green li l>tnttc,d to NIT. Circe,: 5. liability ..as _a ttaufe,TQc....undo: F3ankruptcv Code j c_tion 550and applice lE. state.. jaw pmktattlg_tt 1... ft €ec>,st) elv_aS tjt1.4 I;c 1. t15 rclu.testtLtI1Qkhill. tie ag d_ l 3 aus act tonrs,, 3 E.:..................` ttbj , .t..tt the,tQr..m.._. f._t.11ta._ )r r...tlhe Reconveyance of Deeds of Trust attached hereto as Exhibit 2 are APPROVED and the terms set forth therein shall have the full force and effect of an order entered by the Court. sis may b: nc.ccssaly to complete, effectuate and implement the terms and provisions of the Unwind Court. i Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Normal, Indent: Left: 0", First line: 0.5", Outline numbered + Level: 1 + Numbering Style: 1, 2, 3, ... + Start at: 1 + Alignment: Left + Aligned at: 0" + l Tab after: 0.5" + Formatted: Font: (Default) Times New Roman, 12 pt, Font Icolor: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font ' color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: List Paragraph, Indent: First line: 0" Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Indent: Left: 0.5", No bullets or numbering Case 24-11647-MFW Doc 304-1 Filed 01/14/25 Page 4 of 4 The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. €,8. This Order shall take effect immediately upon entry and shall not be stayed pursuant to Bankruptcy Rules 6004(h), 7062 or otherwise. 7,E:Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice. l.f) ND. ifirk tanclin , tiythin ti>tlte �c> �t a ar tll ..._ 1«t�c r the ii_ny� iil�i ,a ie �a� cni or the Reconvevance of the Deeds of Trust, tThe Court shall retain jurisdiction with respect to all matters arising from or related to the implementation or interpretation of this Order,--at4 the Settlement Agreement_the Unwind Agrec ments. and the Reconvevances of the Deeds of Tiust Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 1 of 269 Exhibit B Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 2 of 269 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 24-11647 (MFW) Jointly Administered Re: Docket No. 240 In re: SilverRock Development Company, et al., Debtors.1 ORDER PURSUANT TO BANKRUPTCY RULE 9019, LOCAL RULE 9013-1 AND 11 U.S.C. §§ 105(A) AND 363(B) AUTHORIZING AND APPROVING CERTAIN UNWIND AGREEMENTS AND RECONVEYANCE OF DEEDS OF TRUST BY AND BETWEEN THE DEBTORS AND CERTAIN SETTLING CREDITORS Upon the Motion of the Liquidating Trustee Pursuant to Bankruptcy Rule 9019, Local Rule 9013-2 and 11 U.S.C. §sC 105(a) and 363(b), for Entry of an Order Authorizing and Approving Certain Unwind Agreements And Reconveyance Of Deeds Of Trust By And Between The Debtors And Certain Settling Creditors (the "Motion"),2 and this Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012; and consideration of the Motion and the relief requested therein being a core proceeding in accordance with 28 U.S.C. § 157(b)(2); and venue being proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion being adequate and appropriate under the particular circumstances; and upon the record of any hearing being held to consider the relief requested in the Motion; and upon all proceedings had before this Court; and this Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors' estates, their creditors, and other parties in interest and that the legal 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 2 All capitalized terms not otherwise defined herein are to be given the meanings ascribed to them in the Motion. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 3 of 269 and factual bases set forth in the Motion establish just cause for the relief granted herein; and any objections to the requested relief having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED: 1. The Motion is GRANTED as set forth herein. 2. Except as otherwise stated in this Order, the Unwind Agreements attached hereto as Exhibit 1 are APPROVED and the terms set forth therein shall have the full force and effect of an order entered by the Court. 3. The releases described in each of the Unwind Agreements shall become effective only upon recordation by the trustee of the full Reconveyance of the Deeds of Trust. 4. The releases apply only to the Debtors and their estates, and not to any third -party claims. 5. The Debtors' release as to Settling Creditor Robert Green is limited to Mr. Green's liability as a transferee under Bankruptcy Code Section 550 and applicable state law pertaining to transferees, solely as this release relates to the Challenged Transactions. 6. Subject to the terms of this Order, the Reconveyance of Deeds of Trust attached hereto as Exhibit 2 are APPROVED and the terms set forth therein shall have the full force and effect of an order entered by the Court. 7. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 8. This Order shall take effect immediately upon entry and shall not be stayed pursuant to Bankruptcy Rules 6004(h), 7062 or otherwise. 9. Notice of the Motion as provided therein shall be deemed good and sufficient Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 4 of 269 notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice. 10. Notwithstanding anything to the contrary in the Motion, the Unwind Agreements, or the Reconveyance of the Deeds of Trust, the Court shall retain jurisdiction with respect to all matters arising from or related to the implementation or interpretation of this Order, the Settlement Agreement, the Unwind Agreements, and the Reconveyances of the Deeds of Trust. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 5 of 269 Exhibit 1 (Unwind Agreements) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 6 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Luxury Residences, LLC ("Luxury"), a Delaware limited liability company, and SilverRock Phase I, LLC ("Phase I"), a Delaware limited liability Company ("Luxury" and "Phase I" shall be collectively referred to herein as the "Companies") separately redeemed shares of Preferred Membership Interest held by investor George J. Heuser Revocable Trust ("Heuser"). Under the Companies' operating agreements, Heuser was entitled to receive rents, fees, penalties and other charges from the Companies (the "Preferred Returns"). On or about July 1, 2024, in satisfaction of Luxury's obligation to pay the Preferred Returns, Heuser received a secured promissory note (the " Luxury Promissory Note") under which Luxury and SilverRock Development Company ("SRDC") jointly and severally obligated themselves to pay to Heuser a sum certain plus interest and other charges. The Luxury Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "SRDC DOT"). Heuser represents and warrants that it has not assigned any interest in the Luxury Promissory Note to any person or entity. Also on or about July 1, 2024, in satisfaction of Phase I's obligation to pay the Preferred Returns, Heuser received a secured promissory note (the "Phase I Promissory Note") under which Phase I and RGC PA 789 ("789") jointly and severally obligated themselves to pay to Heuser a sum certain plus interest and other charges. The Phase I Promissory Note was secured by real property located in La Quinta, CA and owned by 789 pursuant to a deed of trust (the "789 DOT"). Heuser represents and warrants that it has not assigned any interest in the Phase I Promissory Note to any person or entity. On August 5, 2024, Luxury, Phase I, 789, and SRDC each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers 24-11652-MFW, 24-11654-MFW, and 24-11647- MFW respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Heuser's Preferred Membership Interest in the Companies and issuance of both the Luxury Promissory Note and Phase I Promissory Note are avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un- Wind Agreement to set aside, un-wind and avoid the redemption of the Preferred Membership Interest in the Companies and issuance of the promissory notes and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Phase I and Luxury Promissory Notes, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 7 of 269 B. Reconveyance of the SRDC and 789 DOT's, C. Amend and otherwise reflect in the Companies' records that Heuser is a Preferred Member in the Companies with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and the Company shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. The Company shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Heuser. The motion seeking such approval will include releases of Heuser for all claims of SRDC, 789, Phase I, and Luxury related to the redemption of Heuser's Membership Interest in the Companies including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any banlauptcy-related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as of the date listed below: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 8 of 269 George J. Heuser Revocable Trust By: Name: LgN*rf {Cre)S111. Title: lerAteril Lender SilverRock Luxury Residences, LLC BiciAa-Citrisfreher San rizi, y. JcdQe <I:. ,Done snnte (n : 16, 2024 cP.;F. Efir Name: Christopher R. Sontchi Title: Independent Manager Date: 18/12/24 SilverRock Development Company, LLC By: 1iu7 e C�vtisE er SO WeerF; Name: Christopher R. Sontchi Title: Independent Manager Date: 18/12/24 SilverRock Phase I, LLC By.,cu7�e �ristrrizzr Sosctcku ,,,,,,Ch , 0�4`s 2026 C,.iC C5*1 Name: Christopher R. Sontchi Title: Independent Manager Date: 18/12/24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 9 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Phase 1, LLC, a Delaware limited liability Company ("Phase I") redeemed shares ofPreferred Membership Interest held by investor SVR Capital Trust ("SVR"). Under Phase I's operating agreements, SVR was entitled to receive rents, fees, penalties and other charges from the Companies (the "Preferred Returns"). Also on or about July 1, 2024, in satisfaction of Phase I's obligation to pay the Preferred Returns, SVR received a secured promissory note (the "Promissory Note") under which Phase I and RGC PA 789, LLC ("789") jointly and severally obligated themselves to pay to SVR a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by 789 pursuant to a deed oftrust (the "DOT"). SVR represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, Phase I and 789 each filed for protection under chapter 11 ofthe U.S. Bankruptcy Code, case numbers 24-11657-MFW and 24-11654-MFW, respectively (the "Chapter 11 Cases"). As a result o fthe commencement of the Chapter 11 Cases, the redemption of SVR's Preferred Membership Interest in Phase I and issuance o fthe Promissory Note is avoidable under various provisions o f the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un- Wind Agreement to set aside, un-wind and avoid the redemption of the Preferred Membership Interest in Phase I and issuance o f the Promissory Note and return the Parties to their respective positions with respect to the subject ofthis Agreement as such positions existed as ofthe moment preceding July 1, 2024. L Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose o f this Agreement including but not limited to: A. Cancelation ofthe Promissory Note, B. Reconveyance ofthe DOT, C. Amend and otherwise reflect in the Phase I's records that SVR is a Preferred Member in Phase I with all of the rights, benefits and interests as it had as o f the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 10 of 269 SVR Capital Trust By: ..y Name: Title: Date: lfllS f �-� SilverRock Phase L LLC By: Name: Christopher R. Sontchi Title: Independent Manager 12/3/24 Date: RGC PA 789, LLC By: Carta, J. se) 4: Name: Christopher R. Sontchi Title: Independent Manager Date: 12/3/24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 11 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Phase I, LLC, a Delaware limited liability Company ("Phase I") redeemed shares of Prefen-ed Membership Interest held by investor Kurtin Family Trust DTD 5/1/95 ("Kurtin"). Under Phase I's operating agreements, Kurtin was entitled to receive rents, fees, penalties and other charges from Phase I (the "Preferred Returns"). Also on or about July 1, 2024, in satisfaction of Phase I's obligation to pay the Prefened Returns, Kurtin received a secured promissory note (the "Promissory Note") under which Phase I and RGC PA 789, LLC ("789") jointly and severally obligated themselves to pay to KURTIN a sum certain plus interest and other charges. The Promissory Note was secured by real propeliy located in La Quinta, CA and owned by 789 pursuant to a deed of trust (the "DOT"). KURTIN represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, Phase I and 789 each filed for protection under chapter 11 o f the U.S. Bankruptcy Code, case numbers 24-11657-MFW and 24-11654-MFW, respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Kmiin's Preferred Membership Interest in Phase I and issuance ofthe Promissory Note is avoidable under various provisions ofthe Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un- Wind Agreement to set aside, un-wind and avoid the redemption of the Preferred Membership Interest in Phase I and issuance ofthe Promissory Note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as ofthe moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation ofthe Promissory Note, B. Reconveyance ofthe DOT, C Amend and otherwise reflect in the Phase I's records that Kurtin is a Preferred Member in Phase I with all of the rights, benefits and interests as it had as o f the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 12 of 269 A. This Agreement is subject to Bankruptcy Court approval and Phase I shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval ofthe Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. Phase I shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Kurtin. The motion seeking such approval will include releases of Kurtin for all claims of 789 and Phase I related to the redemption of Kurtin's Membership Interest in the Phase I including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander oftitle. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out o for relating to this Agreement shall be subject to the jurisdiction ofthe courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby in-evocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the pal lies with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and walTanties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as ofthe date listed below: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 13 of 269 Name: Title: Date: Kurtin Family Trust DTD 5/1/95 Jr 2(6rj If// 3 o2-b t SilverRock Phase I, LLC By: Name: Christopher R. Sontchi Title: Independent Manager Date:11.19.24 RGC PA 789, LLC By: �'r�"0la.:- a 5�1� Name: Christopher R. Sontchi Title: Independent Manager Date: 11.19.24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 14 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Phase I, LLC, (the "Company"), a Delaware limited liability company redeemed shares of Class A Preferred Membership Interest held by investor Kenneth and Theresa Green Family Trust ("Ken Green Family Trust"). Under the Company's operating agreement Ken Green Family Trust was entitled to receive rents, fees, penalties and other charges from the Company (the "Preferred Returns"). Ken Green Family Trust has alleged among other things that the Company has defaulted on its obligation to contribute land or cash to the Company and also that the Company in violation of its operating agreement issued new membership interests with priority over the interests of Ken Green Family Trust (the "Claims"). The Preferred Returns and the Claims shall be referred to hereafter as the Antecedent Obligations. For some time prior to July 1, 2024, it was apparent that the Company would not be able to satisfy the Antecedent Obligations. On or about July 1, 2024, in satisfaction of the Company's obligation to pay the Preferred Returns, Ken Green Family Trust received a secured promissory note (the "Promissory Note") under which the Company and SilverRock Development Company ("SRDC") jointly and severally obligated themselves to pay to Ken Green Family Trust a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "DOT"). Ken Green Family Trust represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, the Company and SRDC each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers and 24-11647-MFW respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Ken Green Family Trust's Membership Interest and issuance of the promissory note are avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un-Wind Agreement to set aside, un-wind and avoid the redemption of the preferred Membership Interest and issuance of the promissory note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 15 of 269 A. This Agreement is subject to Bankruptcy Court approval and the Company shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval o fthe Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. The Company shall submit a motion seeking such approval promptly after receiving a copy o f this Agreement signed by SVR. The motion seeking such approval will include releases o f SVR for all claims o f 789 and Phase I related to the redemption o f SVR's Membership Interest in the Companies including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander o f title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State o f California, without regard to the conflict o f laws principles. The parties agree that any dispute arising out o for relating to this Agreement shall be subject to the jurisdiction o fthe courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue o f such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification o f this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as ofthe date listed below: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 16 of 269 B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Company's records that Ken Green Family Trust is a Class A Preferred Member with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and the Company shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. The Company shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Ken Green Family Trust. The motion seeking such approval will include releases of Ken Green Family Trust for all claims of SRDC and the Company related to the redemption of Ken Green Family Trust's Membership Interest including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. [Remainder of page intentionally left blank] Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 17 of 269 ICAin Green Family Truce fly Nam*, 4%1/ 4( 4 6,,efitet ,519.tt4. Dote Mils Rawl, !LC C.,/tititter/uh-S.,5194&..A.z: l%lattio thriaitypher it &multi 1iiiiti,frpendent Manager :Nth, 12/3/24 .firt,,,W4p...."Pirieti9b.S.14.0,010.1.444•Reil840.401.0 140C 7140,1 t- nyt efAs/-02, Mime' CtiatoplvT Soot( 111 Title: Ind Mnwir, Daft. 12/3/24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 18 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Phase I, LLC, (the "Company"), a Delaware limited liability company redeemed shares of Class A Preferred Membership Interest held by investor Duclos Family Revocable Trust UAD 11/14/96 ("Larry Duclos"). Under the Company's operating agreement Larry Duclos was entitled to receive rents, fees, penalties and other charges from the Company (the "Preferred Returns"). Larry Duclos has alleged among other things that the Company has defaulted on its obligation to contribute land or cash to the Company and also that the Company in violation of its operating agreement issued new membership interests with priority over the interests of Larry Duclos (the "Claims"). The Preferred Returns and the Claims shall be referred to hereafter as the Antecedent Obligations. For some time prior to July 1, 2024, it was apparent that the Company would not be able to satisfy the Antecedent Obligations. On or about July 1, 2024, in satisfaction of the Company's obligation to pay the Preferred Returns, Larry Duclos received a secured promissory note (the "Promissory Note") under which the Company and SilverRock Development Company ("SRDC") jointly and severally obligated themselves to pay to Larry Duclos a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "DOT"). Larry Duclos represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, the Company and SRDC each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers and 24-11647-MFW respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Larry Duclos's Membership Interest and issuance of the promissory note are avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un-Wind Agreement to set aside, un-wind and avoid the redemption of the preferred Membership Interest and issuance of the promissory note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 19 of 269 B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Company's records that Larry Duclos is a Class A Preferred Member with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and the Company shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. The Company shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Larry Duclos. The motion seeking such approval will include releases of Larry Duclos for all claims of SRDC and the Company related to the redemption of Larry Duclos's Membership Interest including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. [Remainder of page intentionally left blank] Duclos Family .Revocable Trust UAD 11 /14/96 By: Title: (Ig_v_51-- Vie` - Date: f ! f l'1 /Pi SilverRock Phase I, LLC 'e,ZA Name: Christopher R. Sontchi "title: Independent Manager Name: Christopher R. Sontchi Title: Independent Manager Date 11.1.9.24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 21 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Phase I, LLC, (the "Company")), a Delaware limited liability company redeemed shares of Class A Preferred Membership Interest held by investor Bryan D. Holker IRA ("Bryan Holker"). Under the Company's operating agreement Bryan Holker was entitled to receive rents, fees, penalties and other charges from the Company (the "Preferred Returns"). Bryan Holker has alleged among other things that the Company has defaulted on its obligation to contribute land or cash to the Company and also that the Company in violation of its operating agreement issued new membership interests with priority over the interests of Bryan Holker (the "Claims"). The Preferred Returns and the Claims shall be referred to hereafter as the Antecedent Obligations. For some time prior to July 1, 2024, it was apparent that the Company would not be able to satisfy the Antecedent Obligations. On or about July 1, 2024, in satisfaction of the Company's obligation to pay the Preferred Returns, Bryan Holker received a secured promissory note (the "Promissory Note") under which the Company and SilverRock Development Company ("SRDC") jointly and severally obligated themselves to pay to Bryan Holker sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "DOT"). Bryan Holker represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, the Company and SRDC each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers and 24-11647-MFW respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Bryan Holker's Membership Interest and issuance of the promissory note are avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un-Wind Agreement to set aside, un-wind and avoid the redemption of the preferred Membership Interest and issuance of the promissory note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 22 of 269 B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Company's records that Bryan Holker is a Class A Preferred Member with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and the Company shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. The Company shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Bryan Holker. The motion seeking such approval will include releases of Bryan Holker for all claims of SRDC and the Company related to the redemption of Bryan Holker's Membership Interest including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of Califomia, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. [Remainder of page intentionally left blank] Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 23 of 269 Bryan D. Holke By: Name: Title: SilverRock Phase I, LLC By: eA4-4,171,44, 5 5&.1. Name: Christopher R. Sontchi Title: Independent Manager Date 111924 RGC PA 789, LLC By: eziA-itt431/424- Name: Christopher R. Sontchi Title: Independent Manager Date: 11.19.24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 24 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Phase I, LLC, (the "Company"), a Delaware limited liability company redeemed shares of Class A Preferred Membership Interest held by investor Diane Cimarusti ("Diane Cimarusti"). Under the Company's operating agreement Diane Cimarusti was entitled to receive rents, fees, penalties and other charges from the Company (the "Preferred Returns"). Diane Cimarusti has alleged among other things that the Company has defaulted on its obligation to contribute land or cash to the Company and also that the Company in violation of its operating agreement issued new membership interests with priority over the interests of Diane Cimarusti (the "Claims"). The Preferred Returns and the Claims shall be referred to hereafter as the Antecedent Obligations. For some time prior to July 1, 2024, it was apparent that the Company would not be able to satisfy the Antecedent Obligations. On or about July 1, 2024, in satisfaction of the Company's obligation to pay the Preferred Returns, Diane Cimarusti received a secured promissory note (the "Promissory Note") under which the Company and SilverRock Development Company ("SRDC") jointly and severally obligated themselves to pay to Diane Cimarusti a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "DOT"). Diane Cimarusti represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, the Company and SRDC each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers and 24-11647-MFW respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Diane Cimarusti's Membership Interest and issuance of the promissory note are avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un-Wind Agreement to set aside, un-wind and avoid the redemption of the preferred Membership Interest and issuance of the promissory note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 25 of 269 B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Company's records that Diane Cimarusti is a Class A Preferred Member with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and the Company shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. The Company shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Diane Cimarusti. The motion seeking such approval will include releases of Diane Cimarusti for all claims of SRDC and the Company related to the redemption of Diane Cimarusti's Membership Interest including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. [Remainder of page intentionally left blank] Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 26 of 269 Diane Ci BY: �C..� Name: hit-we]L• /-,,v'cJ'7f1 Title: Date: ! ! - (L/ ! 2.o V SilverRock Phase I, LLC By: -efts .d.4 �. 5,,hZ ; Name: Christopher R. Sontchi Title: Independent Manager Date: 11.19.24 RGC PA 789, LLC A a 5,9G Name: Christopher R. Sontchi Title: Independent Manager Date: 11.19.24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 27 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Phase I, LLC, (the "Company"), a Delaware limited liability company redeemed shares of Class A Preferred Membership Interest held by investor Claire Fruhwirth Trust ("Claire Fruhwirth"). Under the Company's operating agreement Claire Fruhwirth was entitled to receive rents, fees, penalties and other charges from the Company (the "Preferred Returns"). Claire Fruhwirth has alleged among other things that the Company has defaulted on its obligation to contribute land or cash to the Company and also that the Company in violation of its operating agreement issued new membership interests with priority over the interests of Claire Fruhwirth (the "Claims"). The Preferred Returns and the Claims shall be referred to hereafter as the Antecedent Obligations. For some time prior to July 1, 2024, it was apparent that the Company would not be able to satisfy the Antecedent Obligations. On or about July 1, 2024, in satisfaction of the Company's obligation to pay the Preferred Returns, Claire Fruhwirth received a secured promissory note (the "Promissory Note") under which the Company and SilverRock Development Company ("SRDC") jointly and severally obligated themselves to pay to Claire Fruhwirth a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "DOT"). Claire Fruhwirth represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, the Company and SRDC each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers and 24-11647-MFW respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Claire Fruhwirth's Membership Interest and issuance of the promissory note are avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un-Wind Agreement to set aside, un-wind and avoid the redemption of the preferred Membership Interest and issuance of the promissory note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 28 of 269 B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Company's records that Claire Fruhwirth is a Class A Preferred Member with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and the Company shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. The Company shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Claire Fruhwirth. The motion seeking such approval will include releases of Claire Fruhwirth for all claims of SRDC and the Company related to the redemption of Claire Fruhwirth's Membership Interest including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. [Remainder of page intentionally left blank] Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 29 of 269 Claire Fruhwirth Trust By: ( ,«.,� - ). Name: 7/ ‹3 e- 7-' i(k 1J >)tr_ g Title: Date: // SilverrRock Phase I, LLC By: C%ud�e��GQz �eviG Name: Christopher R. Sontchi Title: Independent Manager Date: 11.19.24 RGC PA 789, LLC By: ,a Name: Christopher R. Sontchi Title: Independent Manager Date: 11.19.24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 30 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Phase I, LLC, a Delaware limited liability Company ("Phase I") redeemed shares of Preferred Membership Interest held by investor Jason Parr ("Parr"). Under Phase I's operating agreements, Parr was entitled to receive rents, fees, penalties and other charges from Phase I (the "Preferred Returns"). Also on or about July 1, 2024, in satisfaction of Phase I's obligation to pay the Preferred Returns, Parr received a secured promissory note (the "Promissory Note") under which Phase I and RGC PA 789, LLC ("789") jointly and severally obligated themselves to pay to Parr a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by 789 pursuant to a deed of trust (the "DOT"). Parr represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, Phase I and 789 each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers 24-11657-MFW and 24-11654-MFW, respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Parr's Preferred Membership Interest in Phase I and issuance of the Promissory Note is avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un- Wind Agreement to set aside, un-wind and avoid the redemption of the Preferred Membership Interest in Phase I and issuance of the Promissory Note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Phase I's records that Parr is a Preferred Member in Phase I with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 31 of 269 A. This Agreement is subject to Bankruptcy Court approval and Phase I shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. Phase I shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Parr. The motion seeking such approval will include releases of Parr for all claims of 789 and Phase I related to the redemption of Parr's Membership Interest in the Phase I including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as of the date listed below: Case 24-11647-M FW Doc 304-2 Filed 01/14/25 Page 32 of 269 Jason Parr 7aroh �GUP By. :rr tNov 26,202z 16:2 -. Name: Jason Parr Title: Investor Date: 26/11/24 SilverRock Phase I, LLC c�i.istvplcer skr, By. (hri,to tScnl,.hritM1:ri,,S20]415.ii=.S1' Name: Christopher R. Sontchi Title: Independent Manager Date: 26/11/24 RGC PA 789, LLC By cl,. it sasuclrti lhrii ScnU. ilfiu�•ai,:Cl�i lt�itS1": Name: Christopher R. Sontchi Title: Independent Manager Date: 26/11/24 dJC L'f-1ICI 'f l -IVII-VV UUt.. U'F-L r-Ifeu Ul/_LW LU t-cl C .5S3 U Un- Ind Agreement J Parr Final Audit Report 2024-11-26 Created: 2024-11-25 By: Michele Vives (mvives@douglaswilson.com) Status: Signed Transaction ID: CBJCHBCAABAAY9692ir8crcGAB-juJuubWMHWENWpN-N "Un-Wind Agreement J Parr" History Document created by Michele Vives (mvives@douglaswilson.com) 2024-11-25 - 6:59:55 PM GMT Document emailed to Jason Parr (jason.c.parr1 @gmail.com) for signature 2024-11-25 - 6:59:58 PM GMT Document emailed to Christopher Sontchi (sontchillc@gmail.com) for signature 2024-11-25 - 6:59:58 PM GMT `) Email viewed by Christopher Sontchi (sontchillc@gmail.com) 2024-11-25 - 7:18:34 PM GMT Document e-signed by Christopher Sontchi (sontchillc@gmail.com) Signature Date: 2024-11-25 - 8:53:19 PM GMT - Time Source: server n Email viewed by Jason Parr (jason.c.parr1@gmail.com) 2024-11-26 - 6:16:53 PM GMT Document e-signed by Jason Parr (jason.c.parrl @gmail.com) Signature Date: 2024-11-26 - 6:22:24 PM GMT - Time Source: server Agreement completed. 2024-11-26 - 6:22:24 PM GMT Adobe Acrobat Sign Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 34 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Luxury Residences, LLC (the "Company"), a Delaware limited liability company redeemed shares of Class A Preferred Membership Interest held by investor Parekh Family Trust Dated 11/3/06 ("Sumeet & Harkishan Parekh"). Under the Company's operating agreement Sumeet & Harkishan Parekh was entitled to receive rents, fees, penalties and other charges from the Company (the "Preferred Returns"). Sumeet & Harkishan Parekh has alleged among other things that the Company has defaulted on its obligation to contribute land or cash to the Company and also that the Company in violation of its operating agreement issued new membership interests with priority over the interests of Sumeet & Harkishan Parekh (the "Claims"). The Preferred Returns and the Claims shall be referred to hereafter as the Antecedent Obligations. For some time prior to July 1, 2024, it was apparent that the Company would not be able to satisfy the Antecedent Obligations. On or about July 1, 2024, in satisfaction of the Company's obligation to pay the Preferred Returns, Sumeet & Harkishan Parekh received a secured promissory note (the "Promissory Note") under which the Company and SilverRock Development Company ("SRDC") jointly and severally obligated themselves to pay to Sumeet & Harkishan Parekh a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "DOT"). Sumeet & Harkishan Parekh represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, the Company and SRDC each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers and 24-11647-MFW respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Sumeet & Harkishan Parekh's Membership Interest and issuance of the promissory note are avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un-Wind Agreement to set aside, un-wind and avoid the redemption of the preferred Membership Interest and issuance of the promissory note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 35 of 269 B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Company's records that Sumeet & Harkishan Parekh is a Class A Preferred Member with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and the Company shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. The Company shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Sumeet & Harkishan Parekh. The motion seeking such approval will include releases of Sumeet & Harkishan Parekh for all claims of SRDC and the Company related to the redemption of Sumeet & Harkishan Parekh's Membership Interest including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. [Remainder of page intentionally left blank] Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 36 of 269 Parekh Family Trust Dated 11/3/06 By: Name: Title: Date: ////��-7�" SilverRock Development Company, LLC By: CAG14iz ,56,ti% A.e Name: Christopher R. Sontchi Title: Independent Manager Date: 12/3/24 SilverRock Luxury Residences, LLC By: eitAze-,LQit, 5'is'.`l,� Name: Christopher R. Sontchi Title: Independent Manager Date: 12/3/24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 37 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Luxury Residences, LLC (the "Company"), a Delaware limited liability company redeemed shares of Class A Preferred Membership Interest held by investor McCoy Revocable Trust No 92 dtd 6/17/92 ("Jeff McCoy"). Under the Company's operating agreement Jeff McCoy was entitled to receive rents, fees, penalties and other charges from the Company (the "Preferred Returns"). Jeff McCoy has alleged among other things that the Company has defaulted on its obligation to contribute land or cash to the Company and also that the Company in violation of its operating agreement issued new membership interests with priority over the interests of Jeff McCoy (the "Claims"). The Preferred Returns and the Claims shall be referred to hereafter as the Antecedent Obligations. For some time prior to July 1, 2024, it was apparent that the Company would not be able to satisfy the Antecedent Obligations. On or about July 1, 2024, in satisfaction of the Company's obligation to pay the Preferred Returns, Jeff McCoy received a secured promissory note (the "Promissory Note") under which the Company and SilverRock Development Company ("SRDC") jointly and severally obligated themselves to pay to Jeff McCoy a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "DOT"). Jeff McCoy represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, the Company and SRDC each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers and 24-11647-MFW respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Jeff McCoy's Membership Interest and issuance of the promissory note are avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un-Wind Agreement to set aside, un-wind and avoid the redemption of the preferred Membership Interest and issuance of the promissory note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 38 of 269 B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Company's records that Jeff McCoy is a Class A Preferred Member with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and the Company shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. The Company shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Jeff McCoy. The motion seeking such approval will include releases of Jeff McCoy for all claims of SRDC and the Company related to the redemption of Jeff McCoy 's Membership Interest including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. [Remainder of page intentionally left blank] Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 39 ot26 McCoy Revocable Trust No 92 dtd 6/17/92 Name: s sP.4. !.Itvt, e- ►./ Title: "s"1z_u" r- . Date; 404- vie y 4.4- SilverRock Development Company, LLC By: Name: Christopher R. Sontchi Title: Independent Manaijei Date: 12/3/24 SilverRock Luxury Residences, LLC Name: Christopher R. Sontchi Title: Independent Manager Date: 1213l24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 40 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Luxury Residences, LLC, a Delaware limited liability Company ("Luxury") redeemed shares of Preferred Membership Interest held by investor Billings Realty, LLC ("Billings"). Under Luxury's operating agreements, Billings was entitled to receive rents, fees, penalties and other charges from SRDC (the "Preferred Returns"). Also on or about July 1, 2024, in satisfaction of Luxury's obligation to pay the Preferred Returns, Billings received a secured promissory note (the "Promissory Note") under which Luxury and SilverRock Development Company, LLC ("SRDC") jointly and severally obligated themselves to pay to Billings a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "DOT"). Billings represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, Luxury and SRDC each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers 24-11652-MFW and 24-11647-MFW, respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Billings's Preferred Membership Interest in Luxury and issuance of the Promissory Note is avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un- Wind Agreement to set aside, un-wind and avoid the redemption of the Preferred Membership Interest in Luxury and issuance of the Promissory Note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Luxury's records that Billings is a Preferred Member in Luxury with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 41 of 269 A. This Agreement is subject to Bankruptcy Court approval and Luxury shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. Luxury shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Billings. The motion seeking such approval will include releases of Billings for all claims of Luxury and SRDC related to the redemption of Billings's Membership Interest in the Luxury including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as of the date listed below: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 42 of 269 Billings Real y, LLC By: Name: Naveen Yalamanchi Title: Manager Date: 11/20/2024 SilverRock Development Company, LLC By: Name: Christopher R. Sontchi Title: Independent Manager Date: 12/3/24 SilverRock Luxury Residences, LLC By. , '. 56.ho Name: Christopher R. Sontchi Title: Independent Manager Date: 12/3/24 Case 24-11647-MEW Doc 304-2 Filed 01/14/25 Page 43 of 269 Agreement to Unwind Conversion of Unsecured to Secured Debt On or about July 1, 2024, SilverRock Development Company, LLC, a Delaware limited liability Company ("SRDC") converted an unsecured obligation owed to Robert S. Green, Jr., an individual ("Green") into a secured obligation. In satisfaction of this unsecured debt, Green received a secured promissory note (the "Promissory Note") under which SRDC became obligated to pay to Green a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by SRDC pursuant to a deed of trust (the "DOT"). Green represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, SRDC filed for protection under chapter 11 of the U.S. Bankruptcy Code, case number 24-11647-MFW (the "Chapter 11 Case"). As a result of the commencement of the Chapter 11 Case, the issuance of the Promissory Note is avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un- Wind Agreement to set aside, un-wind and avoid the conversion of SRDC's unsecured obligation to Green into a secured obligation and issuance of the Promissory Note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, B. Reconveyance of the DOT, C. Amend and otherwise reflect in SRDC's records that Green is an unsecured creditor of SRDC with all of the rights, benefits and interests as it had as of the day immediately preceding the date the SRDC's unsecured obligation to Green was converted into a secured obligation. 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and SRDC shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. SRDC shall submit a motion seeking such approval promptly after Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 44 of 269 receiving a copy of this Agreement signed by Green. The motion seeking such approval will include releases of Green for all claims of SRDC related to the conversion of the unsecured obligation into a secured obligation, including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as of the date listed below: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 45 of 269 Robert S. Green Jr. By: _ Name: Robert S. Green, Jr. Title: Date: 11/18/2024 SilverRock Development Company, LLC By: Name: Christopher R. Sontchi Title: Independent Manager Date: 11 / 19/2024 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 46 of 269 Agreement to _ Unwind Preferred .Eq.wtY. On or about July 1, 2024, SilverRock Phase I, LLC, a Delaware limited liability Company ("Phase I") redeemed shares o f Preferred Membership Interest held by investor Kevin and Lindy Welk ("Welk"). Under Phase I's operating agreements, Welk was entitled to receive rents, fees, penalties and other charges from Phase I (the "Preferred Returns"). Also on or about July 1, 2024, in satisfaction o f Phase I's obligation to pay the Preferred Returns, Welk received a secured promissory note (the "Promissory Note") under which Phase I and RGC PA 789, LLC ("789") jointly and severally obligated themselves to pay to Welk a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by 789 pursuant to a deed o f trust (the "DOT"). Welk represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, Phase I and 789 each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers 24-11657-MFW and 24-11654-MFW, respectively (the "Chapter 11 Cases"). As a result o fthe commencement of the Chapter 11 Cases, the redemption o f Welk's Preferred Membership Interest in Phase I and issuance o f the Promissory Note is avoidable under various provisions o f the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition o f the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un-Wind Agreement to set aside, un-wind and avoid the redemption o fthe Preferred Membership Interest in Phase I and issuance of the Promissory Note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as o fthe moment preceding July 1, 2024. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 47 of 269 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Phase I's records that Welk is a Preferred Member in Phase I with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: D. This Agreement is subject to Bankruptcy Court approval and Phase I shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. Phase I shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Welk. The motion seeking such approval will include releases of Welk for all claims of 789 and Phase I related to the redemption of Welk's Membership Interest in the Phase I including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. E. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. F. The parties agree that any claim, 41141.14 agretftleitit6W4K4n Z[I 19arties �Wl�tll1respeCtPage 48 of 269 to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as of the date listed below: Kevin and L By: Name: Title: Date: \�-�t 2`A Krum JtdIK ?r%•\:. SilverRock Phase T, LLC —_ I11 t 4, 1 !II a •iwS, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 49 of 269 By: C . , 3 376> . Name: Christopher R. Sontchi Title: Independent Manager Date: 12.19.24 RGC PA 789, LLC By: Name: Christopher R. Sontchi Title: Independent Manager Date: 12.19.24 Document8 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 50 of 269 fiowc usat to lmutail 1'rcfcm11. ;gui ty_Mcnttztion or about July 1, 2024, SilverRock Phase 1, LI.C, a Delaware limited liability Company ("Phase 1"') redeemed shares of Preferred Membership Interest held by investor i.T MDP tsi ping Family Trust ("I.TMDP"). Under Phase I's operating agreements, L TMDP was entitled to receive rents, fees, penalties and other charges from Phase' (the "Preferred Returns"). Also on or about July 1, 2024, in satisfaction of Phase l's obligation to pay the Preferred Returns, ITMDP received a secured promissory note (the "Promissory Note') under which Phase 1 and RcC PA 789. LLC ("789") jointly and severalty obligated themselves to pay to LTMDP a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by 789 pursuant to a deed of trust (the "DOT"). LTMDP represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, Phase I and 789 each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers 24-11657-MFW and 24-11654-MFW, respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of LTMDP's Preferred Membership Interest in Phase I and issuance of the Promissory Note is avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un- Wind Agreement to set aside, un-wind and avoid the redemption of the Preferred Membership Interest in Phase I and issuance of the Promissory Note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Phase I's records that LTMDP is a Preferred Member in Phase I with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 51 of 269 I utlhcr, cite. Parties ague: #, This Agreement is subject to Bankruptcy Court approval and Phase I shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. Phase I shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by LTMDP. The motion seeking such approval will include releases of LTMDP for all claims of 789 and Phase I related to the redemption of LTMDP's Membership Interest in the Phase I including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B, This Agreement shalt be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. F eh party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as of the date listed below: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 52 of 269 C 'MQ1? Ong Family Trust Title: 'TtwSrE€.. Date: 41 / " -02-4 SilverRock Phase I, LLC By: Name: Christopher R. Sontchi Title: Independent Manager Date: 12.27.24 RGC PA 789, LLC By: Lr� tt. ` .44.' 57. 15,AatAZ Name: Christopher R. Sontchi Title: Independent Manager Date: 12.27.24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 53 of 269 Agreement to Unwind Preferred Equity Redemption On or about July 1, 2024, SilverRock Development Company, LLC, a Delaware limited liability Company ("SRDC") redeemed shares of Preferred Membership Interest held by investor Eric Leitstein ("Leitstein"). Under SRDC's then -existing operating agreements (the "Agreements"), Leitstein was entitled to receive rents, fees, penalties and other charges from SRDC (the "Preferred Returns"). Also on or about July 1, 2024, in satisfaction of SRDC's obligation to pay the Preferred Returns, Leitstein and others similarly situated received a secured promissory note (the "Promissory Note") under which SRDC and RGC PA 789, LLC ("789") jointly and severally obligated themselves to pay to Leitstein a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta, CA and owned by 789 pursuant to a deed of trust (the "DOT")(the Promissory Note and the DOT are collectively referred to herein as the "Transfer"). Leitstein represents and warrants that he did not execute any documentation that approved of or effectuated the Transfer and has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, SRDC and 789 each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers 24-11657-MFW and 24-11654-MFW, respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the Transfer is avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and instead enter into this Un- Wind Agreement to set aside, un-wind and avoid the Transfer and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancellation of the Promissory Note, B. Reconveyance of the DOT, C. Amend and otherwise reflect in the SRDC's records that Leitstein is a Preferred Member in SRDC with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 54 of 269 2. Further, the Parties agree: A. This Agreement is subject to Bankruptcy Court approval and SRDC shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. SRDC shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Leitstein. The motion seeking such approval will include releases of Leitstein for all claims of 789 and SRDC related to the Transfer and/or redemption of Leitstein's Membership Interest in the SRDC including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as of the date listed below: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 55 of 269 Eric Leitstein By: Name: Eric Leitstein Title: Member Date: 12/10/24 SilverRock Development Company, LLC By: d Name: Christopher R. Sontchi Title: Independent Manager Date: 12/13/24 RGC PA 789, LLC `,, ` By: rAtat� I4A, �frz&AA. Name: Christopher R. Sontchi Title: Independent Manager Date: 12/13/24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 56 of 269 Agreement to Unwind Preferred Fquity Redemption On or about. July I, 2024, SilverRock Phase Is LLC, a Delaware limited liability Company ("Phase I") redeemed shares of Preferred Membership Interest held by investor Mack Revocable Trust. ("Mack"). Under Phase Ps operating agreements, Mack was entitled to receive rents, fees, penalties and other charges from Phase I (the "Preferred Returns"). Also on or about July 1, 2024, in satisfaction of Phase I's obligation to pay the Preferred Returns, Mack received a secured promissory note (the "Promissory Note") under which Phase I and ROC PA 789, LLC ("789") jointly and severally obligated themselves to pay to Mack a sum certain plus interest and other charges. The Promissory Note was secured by real property located in La Quinta. CA and owned by 789 pursuant to a deed of trust (the "DOT"). Mack represents and warrants that it has not assigned any interest in the Promissory Note to any person or entity. On August 5, 2024, Phase I and 789 each filed for protection under chapter 11 of the U.S. Bankruptcy Code, case numbers 24-11657-MFW and 24-11654-MFW, respectively (the "Chapter 11 Cases"). As a result of the commencement of the Chapter 11 Cases, the redemption of Mack's Preferred Membership Interest in Phase I and issuance of the Pronussory Note is avoidable under various provisions of the Bankruptcy Code (including but not limited to sections 547 and 548) as well as applicable state law. In recognition of the above, the parties to this Agreement (the "Parties," jointly or severally) have decided to avoid costly and burdensome litigation and insteadenter into this Un- Wind Agreement to set aside, un-wind and avoid the redemption of the Preferred Membership Interest in Phase I and issuance of the Promissory Note and return the Parties to their respective positions with respect to the subject of this Agreement as such positions existed as of the moment preceding July 1, 2024. 1. Therefore, the Parties agree that they each shall take all actions necessary and proper to implement and achieve the purpose of this Agreement including but not limited to: A. Cancelation of the Promissory Note, B. Reconveyance of the DOT, C. Amend and otherwise reflect in the Phase I's records that Mack is a Preferred Member in Phase I with all of the rights, benefits and interests as it had as of the day immediately preceding the date its Membership Interest was redeemed. 2. Further, the Parties agree: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 57 of 269 A. This Agreement is subject to Bankruptcy Court approval and Phase I shall promptly file a motion seeking such approval. This Agreement is subject to the prior approval of the Bankruptcy Court and the Bankruptcy Court approval of the releases set forth below. Phase I shall submit a motion seeking such approval promptly after receiving a copy of this Agreement signed by Mack. The motion seeking such approval will include releases of Mack for all claims of 789 and Phase I related to the redemption of Mack's Membership Interest in the Phase I including but not limited to 11 U.S.C. 544, 547, 548, 550, avoidance actions under applicable state law, and such other actions as may apply such as slander of title. B. This Agreement shall be governed by and constructed in accordance with the laws of the State of California, without regard to the conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of the courts located in California. C. The parties agree that any claim, action, or proceeding arising out of or relating to this Agreement, including any bankruptcy -related matters, shall be brought exclusively in the United States Bankruptcy Court for the District of Delaware. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such court and waives D. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by both parties, and approved by the Bankruptcy Court. The parties hereto have executed this Agreement as of the date listed below: Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 58 of 269 Mack Revocable Trust By: Natne: ©AV{b ifk Title: Date: / 1 /9 J x-i{ SilverRock Phase I, LLC By: lit G c� 9t Name: Christopher R. Sontchi Title: Independent Manager Date: 12.9.24 RGC PA 789, LLC By: t&b Name: Christopher R. Sontchi Title: Independent Manager Date: 12.9.24 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 59 of 269 Exhibit 2 (Deeds of Trust) Case 24-11647-MFW Doc 304-2 Filed 01/14/25)010gt181 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 **This document was electronically submitted to the County of Riverside for recording" Receipted by: ELENA #448 (space above for recorder's use only) *************************************** ****************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed for record by Chicago Title Company as an accommodation only, It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Wg6f°J 181 Page 2 of 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDERS USE THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25g6'6f°J 181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25g('6fi°J 181 Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/256f°J 181 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25661 181 Page 6 of 13 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The Ro By: n Com.an its % anager Name: Robert S. Green, +r Its: President & CEO 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 dociunent. STATE OF CALIFORNIA ) (� ) § County of save D0go ) On 7ukly 2024, before me. VNh t Mkt at iJ . a Notary Public, personally appeared f`4 S. (Rft #1 Tr: who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instnunent 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 instnunent the person(s), or the entity upon behalf of which the person(s) acted, executed the instnunent. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. ',nature of Notary •- DAN ELI LE ALEXANDRA STOB COMM. 02483539 Notary Public - California ��1«ii% San Diego County Comm. ExpInn Mar. 2, 2D28 ✓�aoaaur.�aoabo�.Ha�Anaor (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25g6W(4, 181 Page 7 of 13 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARAC IbR LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE IA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Wg6f°J 181 Page 8 of 13 OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREA lb A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-M FW Doc 304-2 Filed 01/14/25g6f°J 181 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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, to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon sun -ender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/2564-'19°J 181 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 62i'6f� 181 Page 11 of 13 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment ot. all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any surri ssor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such surr ssor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, togetherwith all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and ail other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you undthe sae. Dated: NLIV1 Please mail/Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25ggt6f°J 181 Page 12 of 13 George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-M FW Doc 304-2 Filed 01/14/25 4g'6f°J 181 Page 13 of 13 BENEFICIARY George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT D AMOUNT $4,548,811 $ 606,272 $1,494,594 $223,931 $373,218 $ 294,715 $294,715 $293,530 $292,515 $364,162 $364,162 $362,683 $362,683 $2,935,352 $1,468,378 $8,866,321 Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25DOl2Q1am12959178 07/05/2024 08:00 AM Fees: $401.00 Page 1 of 11 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** SECOND DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed for record by Chicago Title Company as an accommodation only. It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 WA6 178 Page 2 of 11 RECORDING REQUES 1ED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between SilverRock Development Company, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUS FEE," and Parekh Family Trust ("Parekh"), McCoy Revocable Trust ("McCoy"), Billings Realty ("Billings"), LLC, Geroge J. Heuser Revocable Trust ("Heuser"), Robert S. Green Jr, an individual ("Green"), and Eric Beranek and Hector Daniel Beranek, as individuals ("Beranek") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amount of $1,446,086 for Parekh Family Trust, $7,015,701 for McCoy Revocable Trust, $749,559 for Billings Realty, LLC, $7,169,256 for George J. Heuser Revocable Trust, $2,109,250 for Green, and $2,473,066 for Beranek, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 ge 6fi°J 1 78 Page 3 of 11 SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair value, respectively, of the Premises orinterests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with Case 24-11647-MFW Doc 304-2 Filed 01/14/25 g6t2N60 178 Page 4 of 11 respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of Case 24-11647-MFW Doc 304-2 Filed 01/14/25 R 42 178 Page 5 of 11 competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be'unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMII"1'LD BY LAW, IRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25g6f° 1 78 Page 6 of 11 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: SILVERROCK DEVELOPMENT COMPANY, LLC, a Delaware limited liability company By: The Ro By: Name: Robert S. Green, Jr Its: President & CEO om s an ,,,.: Manager A notary public or other officer completing this certificate verifies only the identity of the individual who sired the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that docuunent. STATE OF CALIFORNIA County of S an D1 Q On S 3 . 2024, before me, Q �► 1_` f(/(I Q �, a Notary Public, personally appeared I )Q.- S. Ghe. iC41 r. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. )§ I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and offrc' r seal. hue of No DANIELLE ALEXANDFiASTOS �' .•;:E COMM. M2483539 ` - Notary Public - California � County , Comm. E% fires Mer. 2, 2028 (Affix seal here) DANIE SmOB COMM. *2483539 Notary Public - California San Diego County Comm. E Ires Mar. 2, 2028 Case 24-11647-MFW Doc 304-2 Filed 01/14/25gPY0 178 Page 7 of 11 EXHIBIT A LEGAL DESCRIPTION OF LAND THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, IN THE COUNTY OF RIVERSIDE, STALE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: LOTS 1 THROUGH 29 AND LE I"1'hRED LOTS A THROUGH L OF TRACT NO. 3773 0, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE IA PROPERTY IN SUCH A MANNER AS TO CREA1'h A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1 A PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARIER CITY, IN THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INS 1'RUMENT NO. 2017- 0463950 OF OFFICIAL RECORDS. APN: 777-510-001 THROUGH 023, 025, 777-520-00T THROUGH 017 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 g ?'6f3J EXHIBIT B ADDITIONAL TERMS 178 Page 8 of 11 The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon 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, to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attorney=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such mariner 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary riot to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by arrPpting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 nCi26f°J 178 Page 9 of 11 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attomeys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone.such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25g '61°J 181 Page 11 of 13 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not 'hen repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any surrpssor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such surrrssor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to at its title, estate, rights, powers and duties. Said irrstnument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Benefidary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or noes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, togetherwith all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you and r the sa Dated: Please mai!/Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25gRYPJ Exhibit C Parekh Family Trust Attn: Sumeet & Harkishan Parekh 335 15th Street San Diego, CA 92101 McCoy Revocable Trust Attn: Jeff McCoy 10022 Rellswood Dr. Belvidere, IL 61008 Billings Realty, LLC Attn: Naveen Yalamanchi 40 10th Ave, Floor 7 New York, NY 10014 George J. Heuser Revocable Trust Attn: George Heuser 601 Lido Park Drive Unit 6E Newport Beach, CA 92663 Robert S. Green, Jr. 1440 Akita Lane Encinitas, CA 92024 Eric and Hector Daniel Beranek 1310 Ocean Drive Manhattan Beach, CA 90266 178 Page 11 of 11 Case 24-11647-MFW Doc 304-2 Filed 01/14/25D01 21/21460M181 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument tiled for record by Chicago Title Company as an accommodation only, It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 g 19° RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDERS USE 181 Page 2 of 13 THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25 4W6f°J 181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 61° 181 Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 g 6f°J transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 181 Page 5 of 13 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 g6 181 Page 6 of 13 IN WITNESS WIIEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The R a n Company, it anager By: Name: Robert S. Green,r Its: President & CEO 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 ) )a County of save D m egO ) On IAly 2024, before me. )Gh i VAR, &kt jQ . a Notary Public, personally appeared ob.e 1+4. 4Yt #1 , T Y' who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instnunent the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY Linder the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. '`nature of Notary r•.,.� DANIELLE ALEXANDRA STOB !Itr COMM. #2483539 ',� g' Notary Public - California o �/ San Diego Caun� �•+'' A Comm. Ex Irea Mar. 2, 2028 !Y tK' Y'Y• (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 EgDa9#466f°J 181 Page 7 of 13 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARAC 1'hR LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25g6f° 181 Page8of13 OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 gf '6 EXHIBIT B ADDITIONAL TERMS 181 Page 9 of 13 The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof, join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 gbf°J 181 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 94 of 269 DOC #2024-0199181 Page 11 of 13 After deducting all costs, fees and expenses ofTrustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of. all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof at other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to alf Its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, wheneverthe context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with at other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, an payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel sald note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, out wgrranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: 1 Please mail Deed of Trust, Note and Reconveyance to Case 24-11 47- F George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz Doc 304-2 Filed 01/14/25gg2cg6faj99181 Page 12 of 13 EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA 301 Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-M FW Doc 304-2 Filed 01/14/25 Wgn6fSf°J BENEFICIARY George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT D AMOUNT $4,548,811 $ 606,272 $1,494,594 $223,931 $373,218 $294,715 $294,715 $293,530 $292,515 $364,162 $ 364,162 $362,683 $362,683 $2,935,352 $1,468,378 $8,866,321 181 Page 13 of 13 Case 24-11647-MFW Doc 304-2 Filed 01/14/25DCI 0Ol4€12919181 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed tor record by Chicago Title Company as an accommodation only, It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 F6f°J RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE 181 Page 2 of 13 THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25geJ 181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii6e @43Qitiy81 Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PRPT-eiipQ 181 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii6# ?,bQ181 Page 6 of 13 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The Rai By: en Corn a aann its anager 1�_ Name: Robert S. Green,. 'r Its: President & CEO A notary public or other officer completing this certificate verifies only the identity of the individual who si>:ned the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA County ofmosay\ )P' ,1 (' On 1Ut '% , 2024, before me. OVIh i Vitt vtO� . a Notary Public, personally appeared obe 1" .i. 5. 4rt eei 6 TY; who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instnunent 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 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 m hand and official seal. .._nature of Notary ALERANDRA STOB COMM.82483539 Notary Public - Catifornla San Diego County Comm. Ex Irea Mar. 2, 2028i (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 6e§43Q181 Page 7 of 13 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARAC 1'bR LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE IA AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE IA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Nffe a43P 181 Page 8 of 13 OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREA I b A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P96e#Mgiopnrib181 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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 ner ssary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 NEettf-Ogilpittisi Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P'e471)2N181 Page 11 of 13 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of safe to payment of. all sums expended under the terms hereof, not then repaid, with accrued interest atthe amount allowed by law in effect atthe date hereof; ail other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to lime, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded In the oftb of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to at its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. in this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (Tc be used only when obligations have been paid in full) TO; , Trustee The undersigned is the legal ownerand holder of the note or notes, and at other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warra-ty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: Please mail Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25 1WIT-00,tbp181 Page 12 of 13 George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii6# @zbQ 181 Page 13 of 13 EXHIBIT D BENEFICIARY AMOUNT George J. Heuser Revocable Trust $4,548,811 SVR Capital Trust $606,272 Kurtin Family Trust $1,494,594 Kenneth and Theresa Green Family Trust $223,931 Duclos Family Revocable Trust $373,218 Bryan D. Holker IRA $294,715 Diane Cimarusti $294,715 Claire Fruhwirth Trust $293,530 Jason Parr $292,515 Jonathan P. Fredricks $364,162 Mack Revocable Trust $364,162 Kevin and Lindy Welk $362,683 LTMDP Living Family Trust $362,683 Eric Leitstein $2,935,352 Bill and Susan Hoehn Family Trust $1,468,378 Richard & Lehn Goetz $8,866,321 Case 24-11647-M FW RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Doc 304-2 Filed 01/14/25 DWO4t2D -6f12$181 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed tor record by Chicago Title Company as an accommodation only, It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PiiRbQ181 Page 2 of 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P9 9pzbQ 181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Piiffe4fitbp 181 Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 1396e#Tglop 181 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii6e4filgzbpsibisi Page 6 of 13 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The Ro en Companyit anager By: Name: Robert S. Green,r Its: President & CEO 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 10,Pi O 4 tO ) On IVA\I 2024, before me. WGh i Qlrtt Skob . a Notary Public, personally appeared O f'J. c tyrtii I TY; who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their sigoature(s) on the instnunent the person(s), or the entity upon behalf of which the person(s) acted, executed the instnunent. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. ',nattre of Notary . D aLE ALEXANoM STOB COMM. *2483539 Notary Public - California Yc{Tiji� San Diego County M Comm. Ex Irea Mar. 2, 2D28 (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pgigilp181 Page 7 of 13 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARAC I'ER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE IA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Piiwop 181 Page 8 of 13 OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREA I A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, ' BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Piipg.tbQ181 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii9@zbQ181 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 ��43Pitt 181 Page 11 of 13 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums tnen secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the contextso requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of T ust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the saki Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: Kenneth A. Green. 11/18/24 Please mail Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR6e#mzbpNtibl81 Page 12 of 13 George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 vp.tbQ181 Page 13 of 13 EXHIBIT D BENEFICIARY AMOUNT George J. Heuser Revocable Trust $4,548,811 SVR Capital Trust $606,272 Kurtin Family Trust $1,494,594 Kenneth and Theresa Green Family Trust $223,931 Duclos Family Revocable Trust $373,218 Bryan D. Holker IRA $294,715 Diane Cimarusti $294,715 Claire Fruhwirth Trust $293,530 Jason Parr $292,515 Jonathan P. Fredricks $364,162 Mack Revocable Trust $364,162 Kevin and Lindy Welk $362,683 LTMDP Living Family Trust $362,683 Eric Leitstein $2,935,352 Bill and Susan Hoehn Family Trust $1,468,378 Richard & Lehn Goetz $8,866,321 Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25 DO6t-0166981 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed tor record by Chicago Title Company as an accommodation only, It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pg2q,Q1s1 Page 2 of 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF 'RUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25 ggipQ181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 132641T2g.tbpnwsi Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi? 6etifiqbQ181 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pg9Ol,p181 Page 6 of 13 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The Rnanager By: Name: Robert S. Green, r Its: President & CEO A notary public or other officer completing this certificate verifies only the identity of the individual who si red the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that docuunent. STATE OF CALIFORNIA )a County of say D i qo ) 1 On inky , . 2024, before me. ah i Mkt Sto o . a Notary Public, personally appeared obe £4- 5. 4rtie1i 1 Tr. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instnnient and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their sisnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. atu re of Notary LE ALEX DDRRA STOB t� '= COMM. #2483539 Notary Public - Catifornla Sa L DCoty .Com2028 (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PREelqglop S5b181 Page 7 of 13 EXIIIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARAC 1'hR LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE lA AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi? EstgggloQ181 Page 8 of 13 OR TO USE THE PHASE IA AND 1B PROPERTY IN SUCH A MANNER AS TO CREA I A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR 6e*tigizioQ181 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof, join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Fig 6ettf92LbQ181 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- 04-2 Filed 01/14I25 Page 133 of 269 •:x;; nod o.Kw Twits of I itiskia red of as Mel. ra taut:! derdonos (P110 in wooe ion wen Davi-lays aid sir a petted rter the terms favor rot then rom)7d& wait au-s:eii the _pact. all stars n vecuel ttretywe he our ardor, d wry, to the cremes') d snf ebteegx= sortaed busby, nay horn trio to Una. by aossesiers w s7 T nausea aerie is actiN bersiaarr, .nbit iretrearit natroaasised a merit In Ore of he ,render .the -othtY at tsunt>rss 'Owe' Be'sf nod oitetta'Kt 3Vtt EI.WWS80''rr.we.. Trustees wrtw shf'8 without a tat rights, pavers and duties tad neturreat roust r4rttant ha ,e r,-tar aril page where this Deed Si maraud nr d he pane and ih ter and beds a parbrs rear.e their toss, lrrgidous, their ees. gns The Perm 1 tat tat over.; and Ceder &keying *Awes. of the rtarar; Bwktk:ay tares w honeaer he contest so nedulcre, the mesctene gender are shwa ruxrtwr ears ha Worst h "eye accost Thal e'en Ste I ere. seeded arm mkno wledged. s made a tette vote as testae sot choral noes toy party hereto of sae order any ell of Ned d of Tr et. or of any aides or w,Nrir Trusrw A.rru,if.i er is Tamar, shall be parry tease b s_yht by Tvstee. REQUEST FOR FULL RECONVEYANCE be ua d rt:y wows utrigabora tree been aati r hull) 1 U msle•. Ira wt:set*ned it he kya' carer aid holder of the has or ream, Sato All oder f>debtedress *Woad try Oar lacewing flied re that Slid nett or etas. !rrdnlhorai4 al other 113;444444446 stone by sod Deed of Trutt thaw bean huts paid and cuaatted; and you are heathy rcqu top and dialed, wr pan tytx otany saps oagnp to you order the Sums of said Deed of Taal, to cancel sad sole a Rotas above rnerelOnatt and al Other trtt't races of Irtablerr+uss abased by said Dead of The &tiered to you he►esrili toyahret era ha & J DeedaTrisa and i¢ rhscxxry ry with ou ,aanarly, to tb 7,artmrs designated Sy We temp of said Deed at Thar, etc the eetsle now had by reWiiperme Dated. 1! r (L(/fa? 1 Neese r all Deed 0' Tr.& Note and Recoa eyanca its Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii 6e#,g3loQ181 Page 12 of 13 George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 132 Eetti§gzbQ181 Page 13 of 13 EXHIBIT D BENEFICIARY AMOUNT George J. Heuser Revocable Trust $4,548,811 SVR Capital Trust $606,272 Kurtin Family Trust $1,494,594 Kenneth and Theresa Green Family Trust $223,931 Duclos Family Revocable Trust $373,218 Bryan D. Holker IRA $294,715 Diane Cimarusti $294,715 Claire Fruhwirth Trust $293,530 Jason Parr $292,515 Jonathan P. Fredricks $364,162 Mack Revocable Trust $364,162 Kevin and Lindy Welk $362,683 LTMDP Living Family Trust $362,683 Eric Leitstein $2,935,352 Bill and Susan Hoehn Family Trust $1,468,378 Richard & Lehn Goetz $8,866,321 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 DQ M240120981 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument tiled tor record by Chicago Title Company as an accommodation only. It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 §qzbQ181 Page 2 of 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Psii ptigozilQ181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR 9§ilQ181 Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi? gig43Q181 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, IRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 sil?tbQ181 Page 6 of 13 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The Ro By: en Com.an its anager Name: Robert S. Green,.ar Its: President & CEO 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 ) Comity of sap D d O ) On luky I) 2024, before me, Pah t QA t StoV . a Notary Public, personally appeared if. S. 4rtcet, JY; who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) on the instnunent the person(s), or the entity upon behalf of which the person(s) acted, executed the instnunent. I certify minder PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS hand and official seal. _nature of Notary 'ate DAN� DRA STOB COMM. #2483539 Notary Public - California San Diego County aoF I Comm. Ex Irea Mar. 2, 2028 (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR 1loQ181 Page 7 of 13 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi? 6ety9§,bQ181 Page 8 of 13 OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREA 1E A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 1396elfMaLbpiti§181 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenantwaterstock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof, join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P96e#fRgzbp Asp1 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place foxed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 146 of 269 DOC #2024-0199181 Page 11 of 13 After deducting all costs, fees and expenses of Trustee and of this Trust, Including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiay, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such surrpssor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all Its title, estate, rights, powers and duties, Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed Is recorded and the name and address of the new Trustee. (2) That this Deed applies to inures to the benefit of, and binds alt parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine andlor neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of sny sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other eviden f indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to convey ut warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you urler�lme s- Dated: Please mail Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR 6etifswbQ181 Page 12 of 13 GeorgeJ. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P96eivoziP ittl81 Page 13 of 13 EXHIBIT D BENEFICIARY AMOUNT George J. Heuser Revocable Trust $4,548,811 SVR Capital Trust $606,272 Kurtin Family Trust $1,494,594 Kenneth and Theresa Green Family Trust $223,931 Duclos Family Revocable Trust $373,218 Bryan D. Holker IRA $294,715 Diane Cimarusti $294,715 Claire Fruhwirth Trust $293,530 Jason Parr $292,515 Jonathan P. Fredricks $364,162 Mack Revocable Trust $364,162 Kevin and Lindy Welk $362,683 LTMDP Living Family Trust $362,683 Eric Leitstein $2,935,352 Bill and Susan Hoehn Family Trust $1,468,378 Richard & Lehn Goetz $8,866,321 Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25 DO 2D24-ef199981 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed for record by Chicago Title Company as an accommodation only, It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PREe@47Q 181 Page 2 of 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi6eltf-9iLbp itiy81 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 6e ?zbp 181 Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pg43§,bQ181 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 139ffeq-134zbpliA181 Page 6 of 13 IN WITNESS WIIEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The Ro By: n Com.an its % anager Name: Robert S. Green, r Its: President & CEO A notary public or other officer completing this certificate verifies only the identity of the individual who sieved the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFO(R�NIA County of say D O On 1 k )§ , 2024, before me, _O RO . a Notary Public, personally appeared J £4 S 4rt eei Y; who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instnmient. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS in hand and official seal. -nature of Notary DAN DRA STOB COMM. A2483539 Notary Public - California San Diego CManty Comm. DE ie? MQarr. 2, 2D2a py�r (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 1396egilQ181 Page 7 of 13 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE lA AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR6e#E9gLiipitsbi81 Page 8 of 13 OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pcie 9m)p ittl81 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof, join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P90Lbp 181 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 159 of 269 DOC #2024-0199181 Page 11 of 13 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sate to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where sad property is situated, shalt be conclusive proof of proper substitution of such sunresece Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed applies to inures to the benefit of, and binds an parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including ptedgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee Is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) T0: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust, Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same, Dated: Weet- Please mail Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P96A-@Ozbpitt181 Page 12 of 13 George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii6e#MiLbpsti8i Page 13 of 13 EXHIBIT D BENEFICIARY AMOUNT George J. Heuser Revocable Trust $4,548,811 SVR Capital Trust $606,272 Kurtin Family Trust $1,494,594 Kenneth and Theresa Green Family Trust $223,931 Duclos Family Revocable Trust $373,218 Bryan D. Holker IRA $294,715 Diane Cimarusti $294,715 Claire Fruhwirth Trust $293,530 Jason Parr $292,515 Jonathan P. Fredricks $364,162 Mack Revocable Trust $364,162 Kevin and Lindy Welk $362,683 LTMDP Living Family Trust $362,683 Eric Leitstein $2,935,352 Bill and Susan Hoehn Family Trust $1,468,378 Richard & Lehn Goetz $8,866,321 Case 24-11647-M FW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25 DO 2I 4 129981 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed tor record by Chicago Title Company as an accommodation only, It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 13264T49§LbQ 181 Page 2 of 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii6e a43QitS§181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PiigzbQ181 Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 NgLbQ1s1 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PgmlQ1s1 Page 6 of 13 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company Name: Robert S. Green,& Its: President & CEO 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 So D6'-Jo n.1 On 7 , 2024, before me. _h Mkt SWo , a Notary Public, personally appeared 1il• S. Otri.64 Y; who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their sis natnre(s) on the instrtument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrtnnent. )§ I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. '-nature of Notary DAI TeriE ALERANDRA STOB COMM. #2483539 Notary Public - California g San Diego County Comm. Expires Mar. 2. 2D288 (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 1326cfifigo43QNtShl81 Page 7 of 13 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARAC 1'hR LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pg6e4f49@i3pitsysi Page 8 of 13 OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii9643P ittl81 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P9iiTbQ181 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of safe. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 172 of 269 DOC tt2024-0199181 Page 11 of 13 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of. all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Eleneficiary, or any successor in ownershfp of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to arty Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to alt its title, estate, rights, powers and duties. Said Instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. in this Deed, wheneverthe context so requires, the masculine gender Includes the feminine and/or neuter, and the singular number iridudes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknovdedged, is made a public record as orovided by law. Trustee Is not oblIgaied to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Benefciary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness marred by the foregoing Deed of Trust. Said note or notes, together with aF other indebtedness sec/ 'red by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: 61,Lice04,6AL Please mail Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P��4iQ181 Page 12 of 13 George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PRE- 4jQ181 Page 13 of 13 EXHIBIT D BENEFICIARY AMOUNT George J. Heuser Revocable Trust $4,548,811 SVR Capital Trust $606,272 Kurtin Family Trust $1,494,594 Kenneth and Theresa Green Family Trust $223,931 Duclos Family Revocable Trust $373,218 Bryan D. Holker IRA $294,715 Diane Cimarusti $294,715 Claire Fruhwirth Trust $293,530 Jason Parr $292,515 Jonathan P. Fredricks $364,162 Mack Revocable Trust $364,162 Kevin and Lindy Welk $362,683 LTMDP Living Family Trust $362,683 Eric Leitstein $2,935,352 Bill and Susan Hoehn Family Trust $1,468,378 Richard & Lehn Goetz $8,866,321 Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25 DGt4b2D24-01199981 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA#448 (space above for recorder's use only) ********************:*******:***************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrumenttiled for record by Chicago Title Company as an accommodation only, It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 1326eq.sigijpwsi Page 2 of 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein. ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25 43Q %181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P26e4pgignshisi Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 029§43p Awl81 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAP 1'ER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR go43P181 Page 6 of 13 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The Ro By: Name: Robert S. Green, , r Its: President & CEO n t om. any its ... ger A notary public or other officer completing this certificate verifies only the identity of the individual who sired the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) e county y of save D d qa J )' �y .` ,w On %11 2024, before me. Vot i QX�tt S� J . a Notary Public, personally appeared' N' S 4r!teAi / TY; who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrtunent and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and conect. WITNESS my hand and official seal. attire of Notary DA I EL LEIsALEXANDRA STO[i COMM. #2483539 Notary Public - California = Sa Comm. ires Mar. 2. 2028 (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi? gbp1s1 Page 7 of 13 EXIIIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARAC 1'hR LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pgg 4Q%181 Page 8 of 13 OR TO USE THE PHASE IA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 NEe#Eggiop itSh181 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fctitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part hereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the characer or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Truster. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon sun -ender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 09g443Q 181 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attomeys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or impliec. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P9ggi3Q181 Page 11 of 13 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: 26/11/24 Jason Th-- Jason Parr (Nov 26, 2024 10:24 PST) Please mail Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Piigggbpls1 Page 12 of 13 George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-MEW Doc 304-2 Filed 01/14/25 PR 6e#RozbQ181 Page 13 of 13 EXHIBIT D BENEFICIARY AMOUNT George J. Heuser Revocable Trust $4,548,811 SVR Capital Trust $606,272 Kurtin Family Trust $1,494,594 Kenneth and Theresa Green Family Trust $223,931 Duclos Family Revocable Trust $373,218 Bryan D. Holker IRA $294,715 Diane Cimarusti $294,715 Claire Fruhwirth Trust $293,530 Jason Parr $292,515 Jonathan P. Fredricks $364,162 Mack Revocable Trust $364,162 Kevin and Lindy Welk $362,683 LTMDP Living Family Trust $362,683 Eric Leitstein $2,935,352 Bill and Susan Hoehn Family Trust $1,468,378 Richard & Lehn Goetz $8,866,321 L..dSC 24-1104/-IVI!vV vut. JV4-4 riled u1114/Z5 2024 01991 1-3rd T PA 789 Final Audit Report rcty 100 of 2059 2024-11-26 Created: 2024-11-25 By: Michele Vives (mvives@douglaswilson.com) Status: Signed Transaction ID: CBJCHBCAABAAgCD3yQu-SWtzOgy4K_99aYWamszxo2ev "2024-0199181-3rd TD - PA 789" History J Document created by Michele Vives (mvives@douglaswilson.com) 2024-11-25 - 7:02:19 PM GMT Document emailed to Jason Parr (jason.c.parrl @gmail.com) for signature 2024-11-25 - 7:02:27 PM GMT Email viewed by Jason Parr (jason.c.parrl @gmail.com) 2024-11-26 - 6:22:37 PM GMT , Document e-signed by Jason Parr (jason.c.parr1 @gmail.com) Signature Date: 2024-11-26 - 6:24:13 PM GMT - Time Source: server Agreement completed. 2024-11-26 - 6:24:13 PM GMT Adobe Acrobat Sign Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25 Dot-61129978 07/05/2024 08:00 AM Fees: $401.00 Page 1 of 11 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** SECOND DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed for record by Chicago Title Company as an accommodation only. It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PREeq@gLbQ178 Page 2 of 11 RECORDING REQUES 1ED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between SilverRock Development Company, LLC, a Delaware limited liability company, herein called "'1'RUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called " 1'RUS 1'LE," and Parekh Family Trust ("Parekh"), McCoy Revocable Trust ("McCoy"), Billings Realty ("Billings"), LLC, Geroge J. Heuser Revocable Trust ("Heuser"), Robert S. Green Jr, an individual ("Green"), and Eric Beranek and Hector Daniel Beranek, as individuals ("Beranek") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amount of $1,446,086 for Parekh Family Trust, $7,015,701 for McCoy Revocable Trust, $749,559 for Billings Realty, LLC, $7,169,256 for George J. Heuser Revocable Trust, $2,109,250 for Green, and $2,473,066 for Beranek, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii@iLbQ178 Page 3 of 11 SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PQ6e43Q178 Page 4 of 11 respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PS5e0M§LbQ178 Page 5 of 11 competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be'unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 1PRe47Q178 Page 6 of 11 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: SILVERROCK DEVELOPMENT COMPANY, LLC, a Delaware limited liability company By: The R. ee om.an �,.: Manager wii By: Name: Robert S. Green, Jr Its: President & CEO 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 Sari 04 D On (' u d Y 2024, before me, IA l tC/ (I e . a Notary Public, personally appeared Jib be �I - S. 6 i7 ! r• who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrmient and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrunent the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. )§ I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offic. r seal. ture of Not IEAND LLE ALEXANDRASTOB J ' • COMM. N2483539 Notary Public - California B L San Diego County $ Ex fires 2, 2028 3 (Affix seal here) DANIELLE ALEXANDRA STOB COMM. N2483539 Notary Public - California San Diego County Comm. Expirea Mar. 2, 2028 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii# g43 178 Page 7 of 11 EXHIBIT A LEGAL DESCRIPTION OF LAND THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, IN THE COUNTY OF RIVERSIDE, STALE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: LOTS 1 THROUGH 29 AND LE I1'hRED LOTS A THROUGH L OF TRACT NO. 3773 0, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STA 1'h OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1 A PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARIER CITY, 1N THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017- 0463950 OF OFFICIAL RECORDS. APN: 777-510-001 THROUGH 023, 025, 777-520-001- THROUGH 017 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 NAgibp178 Page 8 of,11 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon 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 permtt any act upon said property in violation of law, to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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 nen=gcary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by acoepttng payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR@?1,311)178 Page 9 of 11 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone. such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without' any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Page 198 of 269 DOC #2024-0199178 Page 10 of 11 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness spurred by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herevdh, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: Please m. Ieed • us No a - econveyanc Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pie§43Q178 Page 11 of 11 Exhibit C Parekh Family Trust Attn: Sumeet & Harkishan Parekh 335 15th Street San Diego, CA 92101 McCoy Revocable Trust Attn: Jeff McCoy 10022 Rellswood Dr. Belvidere, IL 61008 Billings Realty, LLC Attn: Naveen Yalamanchi 40 10th Ave, Floor 7 New York, NY 10014 George J. Heuser Revocable Trust Attn: George Heuser 601 Lido Park Drive Unit 6E Newport Beach, CA 92663 Robert S. Green, Jr. 1440 Akita Lane Encinitas, CA 92024 Eric and Hector Daniel Beranek 1310 Ocean Drive Manhattan Beach, CA 90266 Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25 DGOVD 4-6129978 07/05/2024 08:00 AM Fees: $401.00 Page 1of11 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** SECOND DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed tor record by Chicago Title Company as an accommodation only. It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PiieigoP178 Page 2 of 11 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between SilverRock Development Company, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called " I RUS FEE," and Parekh Family Trust ("Parekh"), McCoy Revocable Trust ("McCoy"), Billings Realty ("Billings"), LLC, Geroge J. Heuser Revocable Trust ("Heuser"), Robert S. Green Jr, an individual ("Green"), and Eric Beranek and Hector Daniel Beranek, as individuals ("Beranek") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor hi the original principal amount of $1,446,086 for Parekh Family Trust, $7,015,701 for McCoy Revocable Trust, $749,559 for Billings Realty, LLC, $7,169,256 for George J. Heuser Revocable Trust, $2,109,250 for Green, and $2,473,066 for Beranek, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P'Ke pzbp 178 Page 3 of 11 SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation') or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with Case 24-11647-MFW Doc 304-2 Filed 01/14/25§47Q178 Page 4 of 11 respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR6e43Q178 Page 5 of 11 competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. £ WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, I'RUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi��`%Q178 Page 6 of 11 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: SILVERROCK DEVELOPMENT COMPANY, LLC, a Delaware limited liability company By: The Ro • - ee t Com san ,.: Manager By: Name: Robert S. Green, Jr Its: President & CEO 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 Cotunty of „Ian Ok Q V D )§ On ! , 2024. before me, ` Q,11 Q h , a Notary Public, personally appeared 1964' S. G '7 r. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrwnent and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the institunent. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and offrc' seal. tuure of Not DANIE�pA STDB � - COMM. 42483539 Notary Public - California ry� San Diego County Comm. Ex ires Mar. 2, 202E (Affix seal here) DA INIEU.E ALEXANDRA STOB ! - COMM.42483539 Notary Public - California San Diego County I '}' My Comm. Sap" Mar, 2 2028 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Piiieg47Q178 Page 7 of 11 EXHIBIT A LEGAL DESCRIPTION OF LAND THE LAND REFERRED TO HEREIN BELOW IS SITUA 1'ED IN THE CITY OF LA QUINTA, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: LOTS 1 THROUGH 29 AND LE 11bRED LOTS A THROUGH L OF TRACT NO. 37730, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STA 1'b OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA PROPERTY IN SUCH A MANNER AS TO CREAI'h A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARIER CITY, IN THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INS 1RUMENT NO. 2017- 0463950 OF OFFICIAL RECORDS. APN: 777-510-001 THROUGH 023, 025, 777-520-00T THROUGH 017 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P9ijp178 Page 8 of 11 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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, to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all casts, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting arty easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 #2@wbQ178 Page 9 of 11 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone, such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24.11647-MFW Doc 304-2 Filed 01/14/25 Page 209 of 269 Atardsdudrol code, lets expensesd ofW aetofMiss. °t ttlecome sib ,Tnte to txeedtdpkb peimel fundrtelemma htaewd the an repaid sal accned bloodlet* abNed*bibAdathe dale heck aldioratmt bars secured hetabli; and the , tfeny, b llte pow arviatorsWON grill>dtwee). ,'or success(in snare* of any indebeedness naffed h re , f'rl8y front *re b t�3 _ ht icceesor or aroma b Trustee aired ew/oder. With and «ikiIcabs Gibe wader of The cmi e�or� +o nk. rim 93 sRs masks pox, of apex of such soccreeorlimbs or await/ and Agee. Said .MbtmentMueimists he name ni is of jrei Ttusior,'Yhiee and 8enaiaery heresabsc Ehe book end pegs where Ma Deed is recorded and lb new and itttdtIbis Deed Min b b the berm of, and Issleel pebeee herd°. their then, Walesa, devisees, saceriors.1atd Tet rrn nludessheAnoon eheawtherand hokMr. 1 ofile rate secuedbnr�ebh lhnornotn3rthedas rYta fhecora sa , hemaeccihegend�er' leetheie elveendiernadmandtreesk (3) That TTu a accepts this Trust when this Deed, &iy ezeoded end acknowledged, is made a pudic reeard a provided by taw Tnaiee is not °bigoted to notify any party hereto of pending sate under any other Deed of Trust or of any aura o proceeding to whc h Tnutor, Beneficiary or Trusam shall be a party uniass brought by TntsfeA. REQUEST FOR FULL RECONVEYANCE (To be used only when opt l a S have bean Peild in IA TQ , Trustee _ The trinket wigs, is caster w of the role or notes, art al other hdebtedness secured by the faegcing Deed indebtedness secured by said Deed of T been Jy paid and a you are hereby y is of ekrd and directed. on purreal to � of ary Srs> to You fie t of said Deed oiTrust, b +=ecologic note or Wes above Dabo(T u* end to ts of debtedness seated by sad Deed of Trust debarred to you hermit% together , b fe parties designated by teams Deed ofT with the said pesod orTaust, end to reao►weY, rust, ae ihe estate now held by you urda' gams: Dated: I S 4111by tf<$A.- 2Fvse-,t14c' Y Y' dtd Lk,�+�� '137' Please mail Deed of Trust. Note and Recn'eyanoe tQ Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Psii9@loQ178 Page 11 of 11 Exhibit C Parekh Family Trust Attn: Sumeet & Harkishan Parekh 335 15th Street San Diego, CA 92101 McCoy Revocable Trust Attn: Jeff McCoy 10022 Rellswood Dr. Belvidere, IL 61008 Billings Realty, LLC Attn: Naveen Yalamanchi 40 10th Ave, Floor 7 New York, NY 10014 George J. Heuser Revocable Trust Attn: George Heuser 601 Lido Park Drive Unit 6E Newport Beach, CA 92663 Robert S. Green, Jr. 1440 Akita Lane Encinitas, CA 92024 Eric and Hector Daniel Beranek 1310 Ocean Drive Manhattan Beach, CA 90266 Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive,#600 San Diego, CA 92108 Filed 01/14/25 DQQ Q44199978 07/05/2024 08:00 AM Fees: $401.00 Page 1 of 11 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** SECOND DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed for record by Chicago Title Company as an accommodation only. It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Phi?47Q178 Page 2 of 11 RECORDING REQUES 1ED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDERS USE SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between SilverRock Development Company, LLC, a Delaware limited liability company, herein called " TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called " 1'RUS 1'EE," and Parekh Family Trust ("Parekh"), McCoy Revocable Trust ("McCoy"), Billings Realty ("Billings"), LLC, Geroge J. Heuser Revocable Trust ("Heuser"), Robert S. Green Jr, an individual ("Green"), and Eric Beranek and Hector Daniel Beranek, as individuals ("Beranek") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amount of $1,446,086 for Parekh Family Trust, $7,015,701 for McCoy Revocable Trust, $749,559 for Billings Realty, LLC, $7,169,256 for George J. Heuser Revocable Trust, $2,109,250 for Green, and $2,473,066 for Beranek, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P99§,bQ178 Page 3 of 11 SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP') Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PQRbQ178 Page 4 of 11 respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of Case 24-11647-MFW Doc 304-2 Filed 01/14/25 139iig43P178 Page 5 of 11 competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EX I'ENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 N9g47Q178 Page 6 of 11 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: SILVERROCK DEVELOPMENT COMPANY, LLC, a Delaware limited liability company By: The Ro By: Name: Robert S. Green, Jr Its: President & CEO Manager A notary public or other officer completing this certificate verifies only the identity of the individual who sired the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA County of San OI Q, V D )S On i 3 . 2024, before me, 1/ (� ► 1 ( t(/ (I Q h , a Notary Public, personally appeared bt41 S. (P €4 A r. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the iustnunent the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offuc' seal. hire of Not DANLLEIB xs'to. COMM. M2483539 Notary Public . California z< l San Diego County $ M Coes Meg. 2, 2029 3 (Affix seal here) DANIEI LCOMM. Notary Public - California L�ij� San Diego County Conan. fires Mar. 2, 2028 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Piiie#2woQnt178 Page 7 of 11 EXHIBIT A LEGAL DESCRIPTION OF LAND THE LAND REFERRED TO HEREIN BELOW IS SITUA l'ED IN THE CITY OF LA QUINTA, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: LOTS 1 THROUGH 29 AND LEI 11RED LOTS A THROUGH L OF TRACT NO. 37730, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STA 1'h OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE lA PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE lA PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARIER CITY, IN THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017- 0463950 OF OFFICIAL RECORDS. APN: 777-510-001 THROUGH 023, 025, 777-520-001' THROUGH 017 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii6eqffbp 178 Page 8 of 11 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR903Q W78 Page 9 of 11 discretion may choose 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 entided thereto. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P2601 %% 7s Page 1 t) of11 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such sucrPgsor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: Please mail Deed of Trust, Note and Reconveyance to 11/20/2024 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P9gi43QSt178 Page 11 of 11 Exhibit C Parekh Family Trust Attn: Sumeet & Harkishan Parekh 335 15th Street San Diego, CA 92101 McCoy Revocable Trust Attn: Jeff McCoy 10022 Rellswood Dr. Belvidere, IL 61008 Billings Realty, LLC Attn: Naveen Yalamanchi 40 10th Ave, Floor 7 New York, NY 10014 George J. Heuser Revocable Trust Attn: George Heuser 601 Lido Park Drive Unit 6E Newport Beach, CA 92663 Robert S. Green, Jr. 1440 Akita Lane Encinitas, CA 92024 Eric and Hector Daniel Beranek 1310 Ocean Drive Manhattan Beach, CA 90266 Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25 DO t2 -0189978 07/05/2024 08:00 AM Fees: $401.00 Page 1 of 11 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** SECOND DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed for record by Chicago Title Company as an accommodation only. It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 2§43Qs178 Page 2 of 11 RECORDING REQUES 1ED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between SilverRock Development Company, LLC, a Delaware limited liability company, herein called '"1'RUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called " 1RUS FEE," and Parekh Family Trust ("Parekh"), McCoy Revocable Trust ("McCoy"), Billings Realty ("Billings"), LLC, Geroge J. Heuser Revocable Trust ("Heuser"), Robert S. Green Jr, an individual ("Green"), and Eric Beranek and Hector Daniel Beranek, as individuals ("Beranek") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amount of $1,446,086 for Parekh Family Trust, $7,015,701 for McCoy Revocable Trust, $749,559 for Billings Realty, LLC, $7,169,256 for George J. Heuser Revocable Trust, $2,109,250 for Green, and $2,473,066 for Beranek, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR Et4P22,4LbQ178 Page 3 of 11 SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with Case 24-11647-MFW Doc 304-2 Filed 01/14/25 139 9g4,Q 178 Page 4 of 11 respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of Case 24-11647-MFW Doc 304-2 Filed 01/14/25 62g43P178 Page 5 of 11 competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EX 1'tNT PERMITTED BY LAW, I'RUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 MzbQ 178 Page 6 of 11 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: SILVERROCK DEVELOPMENT COMPANY, LLC, a Delaware limited liability company By: The R By: o.. .�. . _ee Com.an Name: Robert S. Green, Jr Its: President & CEO Manager 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 docuinent. STATE OF CALIFORNIA County of S C1y1 ®1 C On 1 3 . 2024, before me, Q t I Q D , a Notary Public, personally appeared be. a E. 6poi 1 r. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offrc' r seal. ture of Not DANIELLE ALEXANDRA STOB COMM. *2483539 Notary Public . California �d�wj% San Diego County $ Comm. Eiyx�ilic es Mar 2, 2028 3 .a0tw=r.rr (Affix seal here) DANIELLE ALEXANDRA STOB COMM. 112483539 Notary Public - California ff San Clap County My Comm. E7V rea Mar. 2, 2O8 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR 6e#220,ebQ178 Page 7 of 11 EXHIBIT A LEGAL DESCRIPTION OF LAND THE LAND REFERRED TO HEREIN BELOW IS SITUA 1'ED IN THE CITY OF LA QUINTA, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: LOTS 1 THROUGH 29 AND LEI IERED LOTS A THROUGH L OF TRACT NO. 3773 0, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE lA PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A PROPERTY IN SUCH A MANNER AS TO CREA 1'h A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARIER CITY, IN THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INS i'RUMENT NO. 2017- 0463950 OF OFFICIAL RECORDS. APN: 777-510-001 THROUGH 023, 025, 777-520-061- THROUGH 017 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi901p178 Page 8 of 11 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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; to cultivate, inigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such mariner 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay neri=ssary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 geLbQ178 Page 9 of 11 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Benefciary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place faed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone.such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 139 9?.10Qittl78 Page 10 of 11 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of. all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending safe under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated: 11/18/2024 Please mail Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Foii 6eoggpzbQ178 Page 11 of 11 Exhibit C Parekh Family Trust Attn: Sumeet & Harkishan Parekh 335 15th Street San Diego, CA 92101 McCoy Revocable Trust Attn: Jeff McCoy 10022 Rellswood Dr. Belvidere, IL 61008 Billings Realty, LLC Attn: Naveen Yalamanchi 40 10th Ave, Floor 7 New York, NY 10014 George J. Heuser Revocable Trust Attn: George Heuser 601 Lido Park Drive Unit 6E Newport Beach, CA 92663 Robert S. Green, Jr. 1440 Akita Lane Encinitas, CA 92024 Eric and Hector Daniel Beranek 1310 Ocean Drive Manhattan Beach, CA 90266 Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25 DOQ 2 -Of12p978 07/05/2024 08:00 AM Fees: $401.00 Page 1 of 11 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** SECOND DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed tor record by Chicago Title Company as an accommodation only. It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PRpqNziop St178 Page 2 of 11 RECORDING REQUES 1ED BY AND WHEN RECORDED MAIL TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This SECOND DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between SilverRock Development Company, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called " i'RUS 1'LE," and Parekh Family Trust ("Parekh"), McCoy Revocable Trust ("McCoy"), Billings Realty ("Billings"), LLC, Geroge J. Heuser Revocable Trust ("Heuser"), Robert S. Green Jr, an individual ("Green"), and Eric Beranek and Hector Daniel Beranek, as individuals ("Beranek") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amount of $1,446,086 for Parekh Family Trust, $7,015,701 for McCoy Revocable Trust, $749,559 for Billings Realty, LLC, $7,169,256 for George J. Heuser Revocable Trust, $2,109,250 for Green, and $2,473,066 for Beranek, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. Case 24-11647-MFW Doc 304-2 Filed 01/14/256ehygg.tbp 178 Page 3 of 11 SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR pyggijQ178 Page 4 of 11 respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR 6etyg?,,bQ178 Page 5 of 11 competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall beunconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMII"1'ED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi? 6e#,29013Q178 Page 6 of 11 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: SILVERROCK DEVELOPMENT COMPANY, LLC, a Delaware limited liability company By: The R By: ut om.an Manager Name: Robert S. Green, Jr Its: President & CEO A notary public or other officer completing this certificate verifies only the identity of the individual who sired the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA County of San D1 V O )§ On t J 2024, before me,/�f 1( +V L I Q ►J , a Notary Public, personally appeared Q l}Q( S, Gott4 t . who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instriunent the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offuc' • seal. ture of Not :•,:. DANIELLE ALEXANDRAA STOB COMM. #2483539 Notary Public - California �� San Diego County M Comm. E ires Mar 2. 2028 (Affix seal here) _ A DANIELLE ALEXANDRA STOB COMM_ #2483539 Notary Public - California San Diego County Comm. taipirea Mar. 2, 2028 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR 6ehmilQ178 Page 7 of 11 EXHIBIT A LEGAL DESCRIPTION OF LAND THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: LOTS 1 THROUGH 29 AND LETTERED LOTS A THROUGH L OF TRACT NO. 37730, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STA 1'E OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE lA PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE lA PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARIER CITY, IN THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017- 0463950 OF OFFICIAL RECORDS. APN: 777-510-001 THROUGH 023, 025, 777-520-001 THROUGH 017 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Psi? Q 178 Page 8 of 11 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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, to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi? ,fq47Q178 Page 9 of 11 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone, such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR 6.6#2,ebQ178 Page 10 of 11 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. 11/18/2024 Dated: Please mail Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25 1396ehyR§Lbp NV78 Page 11 of 11 Exhibit C Parekh Family Trust Attn: Sumeet & Harkishan Parekh 335 15th Street San Diego, CA 92101 McCoy Revocable Trust Attn: Jeff McCoy 10022 Rellswood Dr. Belvidere, IL 61008 Billings Realty, LLC Attn: Naveen Yalamanchi 40 10th Ave, Floor 7 New York, NY 10014 George J. Heuser Revocable Trust Attn: George Heuser 601 Lido Park Drive Unit 6E Newport Beach, CA 92663 Robert S. Green, Jr. 1440 Akita Lane Encinitas, CA 92024 Eric and Hector Daniel Beranek 1310 Ocean Drive Manhattan Beach, CA 90266 Case 24-11647-M FW RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Doc 304-2 Filed 01/14/25 DQ 2 4-Of128981 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder "This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrument filed for record by Chicago Title Company as an accommodation only. It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Ag.tbQ181 Page 2 of 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL, TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDER'S USE THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PasilgzbQ181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 �gogbps181 Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PRMO43P181 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Piiipo3Q 181 Page 6 of 13 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The Ro. en Com.any, its anager By: Name: Robert S. Green, 4r Its: President & CEO 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 say D ti R.ga On J%1 appeared )§ 1_ POth t kA 11 fit➢ o . a Notary Public. personally P who proved to me on the basis of satisfactory evidence to be the person(s) whose nanie(s) is/are subscribed to the within instrument and acknowledged to nie 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 behalf of which the person(s) acted, executed the instrument. 2024, before me. rt667 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS y hand and official seal. nature of Notary DANIELLE ALEXANDRA STOB COMM. #2483539 Notary Public - California �Yg� San Diego County °r I Comm. Ex ices Mar. 2, 2028 (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii5e#2190Lbp1s1 Page 7 of 13 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE IA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR6e i43Q 181 Page 8 of 13 OR TO USE THE PHASE IA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR Mjp 181 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish arty building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials fumished 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, to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PRielleg,bp 181 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- ti Case 24-11647-MFW Doc 304-2 Filed 01/14/25 �Y��1>31 wage 11 of 13 After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto, (1) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or suceessors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (2) That this Deed 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 mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) TO: , Trustee The undersigned is the legal owner and holder of the note or notes, and all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, togethee,rr all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and dire& on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, • d - II + v dences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Tres a •• to j y . ey, without warranty, to the parties designated by the terms of said Deed of Trust, at the estate now held by you under Dated: Please mail Deed of Trust, Note and Reconveyance to �43P181 Page 12 of 13 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii6e George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 NWg43Q181 Page 13 of 13 EXHIBIT D BENEFICIARY AMOUNT George J. Heuser Revocable Trust $4,548,811 SVR Capital Trust $606,272 Kurtin Family Trust $1,494,594 Kenneth and Theresa Green Family Trust $223,931 Duclos Family Revocable Trust $373,218 Bryan D. Holker IRA $294,715 Diane Cimarusti $294,715 Claire Fruhwirth Trust $293,530 Jason Parr $292,515 Jonathan P. Fredricks $364,162 Mack Revocable Trust $364,162 Kevin and Lindy Welk $362,683 LTMDP Living Family Trust $362,683 Eric Leitstein $2,935,352 Bill and Susan Hoehn Family Trust $1,468,378 Richard & Lehn Goetz $8,866,321 Case 24-11647-MFW Doc 304-2 RECORDING REQUESTED BY CHICAGO TITLE COMPANY COMMERCIAL DIVISION When Recorded Mail to and mail tax statements to: Chicago Title Company 2365 Northside Drive, #600 San Diego, CA 92108 Filed 01/14/25 DaRQa222 4-0(12$981 07/05/2024 08:00 AM Fees: $111.00 Page 1 of 13 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording** Receipted by: ELENA #448 (space above for recorder's use only) ********************************************************************** THIRD DEED OF TRUST AND FIXTURE FLING WITH ASSIGNMENT OF RENTS This instrumentfiled tor record by Chicago Title Company as an accommodation only, It has not been examined as to its execution or as to its effect upon the title Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pii84 p 181 Page 2 of 13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL, TO: See Exhibit C SPACE ABOVE THIS LINE FOR RECORDERS USE THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS This THIRD DEED OF TRUST AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made and effective as of July 3, 2024, between RGC PA 789, LLC, a Delaware limited liability company, herein called "TRUSTOR," whose address is 343 Fourth Avenue, San Diego, California 92101, Chicago Title Company, a California corporation or its designated affiliate or nominee, herein called "TRUSTEE," and George J. Heuser Revocable Trust ("Heuser"), SVR Capital Trust ("Delzer"), Kurtin Family Trust ("Kurtin"), Kenneth and Theresa Green Family Trust ("Green"), Duclos Family Revocable Trust ("Duclos"), Bryan D. Holker IRA ("Holker"), Diane Cimarusti ("Cimarusti"), Claire Fruhwirth Trust ("Fruhwirth"), Jason Parr ("Parr"), Jonathan P. Fredricks ("Fredricks"), Mack Revocable Trust ("Mack"), Kevin and Lindy Welk ("Welk's"), LTMDP Living Family Trust ("Welk"), Eric Leitstein ("Leitstein"), Bill and Susan Hoehn Family Trust ("Hoehn"), and Richard & Lehn Goetz ("Goetz") , herein called "BENEFICIARIES". WITNESSETH: That Trustor does hereby give, grant, bargain, sell, warrant, convey, mortgage, transfer, grant a security interest in, set over, deliver, confirm and convey unto Trustee, in Trust, with Power of Sale and right of entry upon the terms and conditions of this Deed of Trust that property in the County of Riverside, State of California, as described in Exhibit A incorporated herein by reference, together with all buildings, structures, facilities and other improvements now or hereafter located on the property, and all building material, building equipment, supplies and fixtures of every kind and nature now or hereafter located on the property or attached to, contained in or used in connection with any such buildings, structures, facilities or other improvements, and all appurtenances and additions thereto and betterments, renewals, substitutions and replacements thereof, and the rents, issues and profits of all of the foregoing, owned by Trustor or in which Trustor has or shall acquire an interest (collectively, the "Property"), subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiaries to collect and apply such rents, issues and profits for the purpose of securing (1) payment of all obligations at any time owing under that certain Secured Promissory Note payable by Trustor, as maker, to the order of Beneficiaries or order, executed concurrently herewith (the "Note"), evidencing a loan from Beneficiaries to Trustor in the original principal amounts for each beneficiary as itemized in Exhibit D, and (2) the performance of each agreement and obligation of Trustor incorporated by reference or contained herein and all costs of enforcement thereof and hereof. If the Trustor shall sell or convey said Property or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiaries being first had and obtained, Beneficiaries shall have the right, at its option, except as Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pi ggzbi 181 Page 3 of 13 prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. SURETYSHIP WAIVERS. Given that the maker under the Note includes persons in addition to Trustor, to the extent that the laws of the State of California would characterize Trustor as a guarantor or surety by virtue of Trustor's undertakings hereunder, Trustor makes the following waivers: a. Trustor hereby waives the rights and benefits under California Civil Code ("CC") Section 2819, and agrees that by doing so Trustor's liability shall continue even if the Beneficiaries alters in any respect any obligations under Note which are deemed guaranteed by Trustor (for the purpose of this Suretyship Waivers Section such obligations are, collectively, the "Guaranteed Obligation") or the Beneficiaries' remedies or rights against any maker under the Note (each, an "Obligor") are in any way impaired or suspended without Trustor's consent. b. Trustor hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Trustor is liable even if the Obligor had no liability at the time of execution of the Note or thereafter ceased to be liable. Trustor hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Trustor's liability may be larger in amount and more burdensome than that of the Obligor. c. Trustor hereby waives any and all benefits and defenses under CC Sections 2845, 2849, 2850, 2899 and 3433, including, without limitation, the right to require the Beneficiaries to (i) proceed against the Obligor or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral the Beneficiaries may hold, or (iii) pursue any other right or remedy for Trustor's benefit, and agrees that the Beneficiaries may proceed against Trustor for the Guaranteed Obligation without taking any action against the Obligor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the Beneficiaries holds. Trustor agrees that the Beneficiaries may unqualifiedly exercise in its sole and absolute discretion, any or all rights and remedies available to it against the Obligor or any other guarantor or pledgor without impairing the Beneficiaries' rights and remedies in enforcing the provisions of this Deed of Trust as to which Trustor is a guarantor or surety under the provisions of California law, under which Trustor's liabilities shall remain independent and unconditional. Trustor agrees that the Beneficiaries' exercise of certain of such rights or remedies may affect or eliminate Trustor's right of subrogation or recovery against the Obligor and that Trustor may incur partially or totally non - reimbursable liability under this Deed of Trust. Without limiting the generality of the foregoing, Trustor expressly waives any and all benefits and defenses under or based upon (1) California Code of Civil Procedure ("CCP") Section 580a or 726(b), which would otherwise limit Trustor's liability after a non judicial or judicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value or fair Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P96e#A9@4 181 Page 4 of 13 value, respectively, of the Premises or interests sold at such non judicial or judicial foreclosure sale, (2) CCP Sections 580b and 580d, which would otherwise limit the Beneficiaries' right to recover a deficiency judgment with respect to purchase money obligations and after a non judicial or judicial foreclosure sale, respectively, (3) CCP Section 726 which, among other things, would otherwise require the Beneficiaries to exhaust all of its security before a personal judgment may be obtained for a deficiency, and (4) Union Bank v. Gradsky or subsequent judicial decisions arising out of or related to CCP Sections 726, 580a, 580b or 580d. d. Without limiting the generality of the foregoing, Trustor waives all rights and defenses arising out of an election of remedies by the Beneficiaries, even though that election of remedies, such as a nonjudicial or judicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Trustor's rights of subrogation and reimbursement against the Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the Guaranteed Obligation is secured by real property. This means, among other things: (1) The Beneficiaries may collect from Trustor without first foreclosing on any real or personal property collateral pledged by any other Obligor. (2) If the Beneficiaries forecloses on any real property collateral pledged by any other Obligor: (a) The amount of the Guaranteed Obligation may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (b) The Beneficiaries may collect from Trustor even if the Beneficiaries, by foreclosing on the real property collateral, has destroyed any right Trustor may have to collect from the Obligor. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because the Guaranteed Obligation is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. e. Trustor hereby waives all benefits and defenses under CC Sections 2847, 2848 and 2849 and agrees that Trustor shall have no right of subrogation or reimbursement against the Obligor, no right of subrogation against any collateral or security provided for the Note and no right of contribution against any other guarantor or pledgor unless and until all amounts due under the Note have been paid in full and the Beneficiaries has released, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 4j 181 Page 5 of 13 transferred or disposed of all of its right, title and interest in any collateral or security. To the extent Trustor's waiver of these rights of subrogation, reimbursement or contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, Trustor agrees that Trustor's rights of subrogation and reimbursement against the Obligor and Trustor's right of subrogation against any collateral or security shall be unconditionally junior and subordinate to the Beneficiaries' rights against the Obligor and to the Beneficiaries' right, title and interest in such collateral or security, and Trustor's right of contribution against any other guarantor or pledgor shall be unconditionally junior and subordinate to the Beneficiaries' rights against such other guarantor or pledgor. f. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION HEREOF, TO THE EXTENT PERMITTED BY LAW, TRUSTOR EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL RIGHTS AND DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855 INCLUSIVE AND CHAPTER 2 OF TITLE 14, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726. 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 Exhibit B attached hereto. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. -signature page follows- Case 24-11647-MFW Doc 304-2 Filed 01/14/25 Pgpgbp181 Page 6 of 13 IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust as of the day and year first above written. TRUSTOR: RGC PA 789, LLC, a Delaware limited liability company By: The Roanager By: Name: Robert S. Green,r Its: President & CEO 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 )a County of save O t is ) 11 cc On /uky 2024, before me. O�% i �L`� u�V , a Notary Public, personally appeared 0124r4 S._Artie'i 1 f r. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. nature of Notary OAN ELI LE ALEXANDRA STOB COMM. 02483539 Notary Public - California �`=�:Ti�i% San Diego County Comm. Ez Ires Mar. 2. 2028 r�a��r.sAaoioor (Affix seal here) Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P96e161§43Q181 Page 7 of 13 EXIIIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED 1N THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STAIE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-083 PARCEL 2: THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. PORTION APN 777-060-085 PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARAC 1'ER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE IA AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PR 6e#243,3LbQ181 Page 8 of 13 OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P9 ggoQ 181 Page 9 of 13 EXHIBIT B ADDITIONAL TERMS The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in Califomia as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon 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; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) 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 attomey=s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all 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 to or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do 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; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; 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, pay necessary expenses, employ counsel and pay his reasonable fees, (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole Case 24-11647-MFW Doc 304-2 Filed 01/14/25 P96e#Mg.tbQ181 Page 10 of 13 discretion may choose 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. (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, 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 to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. 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 said property at the time and place fixed by it in said notice of sate, either as whole or separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful 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 such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. continued on next page- Case 24-11647-M FW Doc 304-2 Filed 01/14/25 DR t r�O'f9��' Page of 13 After deducting oncosts, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection wall sale, Trustee shall apply the proceeds of sate to payment at all sums expended under the terms hereof, not Then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if arty, to the person or persons legally entitled thereto. (1) Beneficiary, or any successor in ownership of any indebtedness secured fiereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Benefidary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all Its title, estate, rights, powers and duties. Said instrument must contain the name of the original Truster, Trustee and beneficiary hereunder, the book and page where this Deed is recorded and the narne and address of the new Trustee. (2) That this Deed applies to inures to the benelft of and bards all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. to this Deed, wheneverthe contextso requires, the masculine gender includes the feminine and/or neuter and the singular number includes the plural. (3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, its made a public record as provided by haw, Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in bill) TO: , Trustee The undersigned is the legal owner and holder of thc note or notes, and an other indebtedness secured by the foregoing Deed of Trost Said note or notes, togetf w with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment t you at any sums owing to you under the terms of said Deed of Trost, to cancel said note or notes above mentioned, and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to recency, without warranty, to the parties designated by the terms of said Deed of Trust, ail the estate now held by you under the same. Dated: y\LI, Please mail Deed of Trust, Note and Reconveyance to Case 24-11647-MFW Doc 304-2 Filed 01/14/25 I PY-19010Q 181 Page 12 of 13 George J. Heuser Revocable Trust SVR Capital Trust Kurtin Family Trust Kenneth and Theresa Green Family Trust Duclos Family Revocable Trust Bryan D. Holker IRA Diane Cimarusti Claire Fruhwirth Trust Jason Parr Jonathan P. Fredricks Mack Revocable Trust Kevin and Lindy Welk LTMDP Living Family Trust Eric Leitstein Bill and Susan Hoehn Family Trust Richard & Lehn Goetz EXHIBIT C 601 Lido Park Drive Unit 6E 5809 Seashore Drive 8091 Run of the Knolls 12627 Oakbrook Court 14854 Chesfield Court 2019 Coast Blvd. 2019 Coast Blvd. P.O. Box 121 10980 Pine Nut Drive P.O. Box 701 63 Gammons Road 5133 Harding Pike, B-10 Box 301 540 N. Tamiami Trail #1401 2505 Rosemary Ct P.O. Box 1606 11420 Brooks Road Newport Beach Newport Beach San Diego Poway San Diego Del Mar Del Mar Solana Beach Truckee Rancho Santa Fe Waban, MA Nashville TN Sarasota, FL Encinitas Rancho Santa Fe Windsor 92663 92663 92127 92064 92127 92014 92014 92075 96161 92067 02468 37205 34236 92024 92067 95492 Case 24-11647-MFW Doc 304-2 Filed 01/14/25 PRE§,,Q181 Page 13 of 13 EXHIBIT D BENEFICIARY AMOUNT George J. Heuser Revocable Trust $4,548,811 SVR Capital Trust $606,272 Kurtin Family Trust $1,494,594 Kenneth and Theresa Green Family Trust $223,931 Duclos Family Revocable Trust $373,218 Bryan D. Holker IRA $294,715 Diane Cimarusti $294,715 Claire Fruhwirth Trust $293,530 Jason Parr $292,515 Jonathan P. Fredricks $364,162 Mack Revocable Trust $364,162 Kevin and Lindy Welk $362,683 LTMDP Living Family Trust $362,683 Eric Leitstein $2,935,352 Bill and Susan Hoehn Family Trust $1,468,378 Richard & Lehn Goetz $8,866,321