2025-01-15 Order Authorizing Certain Unwind Agreements (Doc 311, received 2025-01-23)Case 24-11647-MFW Doc 311 Filed 01/15/25 Page 1 of 3
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.
All capitalized terms not otherwise defined herein are to be given the meanings ascribed to them in the Motion.
Case 24-11647-MFW Doc 311 Filed 01/15/25 Page 2 of 3
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 311 Filed 01/15/25 Page 3 of 3
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.
sk\o,
Dated: January 15th, 2025 MARY F. WA TN
Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 1 of 54
Exhibit 1
(Unwind Agreements)
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 2 of 54
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 311-1 Filed 01/15/25 Page 3 of 54
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 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 311-1 Filed 01/15/25 Page 4 of 54
George J. Heuser Revocable Trust
By:
Name: itgetRA "y%r'f e-OSCX
Title: I v Jp / Lender
Date: 2n /
r
SilverRock Luxury Residences, LLC
Bv. .:1" /a-c• '<syache;
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 18/12/24
SilverRock Development Company, LLC
By: >i430-cr tt smite
::,d'e a0hP,S : 'ne zeta ":56 ES
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 18/12/24
SilverRock Phase I, LLC
B •Adva-cit•e
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 18/12/24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 5 of 54
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 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 o fthe U.S.
Bankruptcy Code, case numbers 24-11657-MFW and 24-11654-MFW, respectively (the "Chapter
11 Cases").
As a result o f the 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 ofthe 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 ofthis 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 311-1 Filed 01/15/25 Page 6 of 54
SVR Capital Trust
By:
Name:
Title: r"'Y1
Date: f / / j,j ef
SilverRock Phase I, LLC
('mil , 5. 5'en c ie;
By:
Name: Christopher R. Sontchi
Title: Independent Manager
12/3/24
Date:
RGC PA 789, LLC
By: e/1 d � len,
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12/3/24
Case 24-11 47- F Doc 11-1 Filed 01/15/25 Page 7 of 54
A
u
eement to Unwind Preferred E • ui
Redem
• •1
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 Notes 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 o f the 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 of the day immediately preceding the date its
Membership Interest was redeemed.
2. Further, the Parties agree:
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 8 of 54
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 of or 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 pallics
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 311-1 Filed 01/15/25 Page 9 of 54
Name:
Title:
Date:
Kurtin Family Trust DTD 5/1/95
Uhpi
(1/13f 8 1
SilverRock Phase I, LLC
By:
Name: Christopher R. Sontchi
Title: Independent Manager
Date:11.19.24
RGC PA 789, LLC
By: (AAA,. OQA, 5: 5ol cam'
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 11.19.24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 10 of 54
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 311-1 Filed 01/15/25 Page 11 of 54
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 o f the releases set forth
below. The Company shall submit a motion seeking such approval
promptly after receiving a copy of this Agreement signed by SVR.
The motion seeking such approval will include releases o f SVR for
all claims of 789 and Phase I related to the redemption of 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 311-1 Filed 01/15/25 Page 12 of 54
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.
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Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 14 of 54
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 311-1 Filed 01/15/25 Page 15 of 54
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 UAI) 11 / 14/96
Tide: i--v
Date: t /i �- -
By:
Name:
SilverRack Phase 1, LLC
By:
'ten^,
Name: Christopher R. Sontchi
Title: Independent Manager
Date: ^l 1.19.1�t
RGCPA'789, LLC
/
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 11,19.24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 17 of 54
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 311-1 Filed 01/15/25 Page 18 of 54
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 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 311-1 Filed 01/15/25 Page 19 of 54
Bryan D. Holker I
By:
Name:
Title:
Date: k \ 4 j
SilverRock Phase I, LLC
By: aaZ4
Name: Christopher R. Sontchi
Title: Independent Manager
Date 11 19 24
RGC PA 789, LLC
By: � �, S& /%
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 11..19.24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 20 of 54
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 311-1 Filed 01/15/25 Page 21 of 54
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 311-1 Filed 01/15/25 Page 22 of 54
Diane Ci ;:LL
Wdvt�t�
Name: biane / Ufa, Jrti9 1 1
Title:
Date:1I- (LZ— 2-0Z.V
SilverRock Phase I, LLC
By: � ' - 5. Sol
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 11.19.24
RGC PA 789, LLC
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 11.19.24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 23 of 54
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 311-1 Filed 01/15/25 Page 24 of 54
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 311-1 Filed 01/15/25 Page 25 of 54
Claire Fruhwirth Trust
BY: (??4/A
Name: (7 )'.. 6 c..- - 6 j etv
Title:
Date: //' / 1— c�
SilverRock Phase I, LLC
By: eltilz..d,044. 56)nz
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 11.19.24
RGC PA 789, LLC
By: [ .a,?64-'. Sens
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 11.19.24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 26 of 54
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 311-1 Filed 01/15/25 Page 27 of 54
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-MFW Doc 311-1 Filed 01/15/25 Page 28 of 54
Jason Parr
By. ,.=7aroh r,, o:v r.,r;
Name: Jason Parr
Title: Investor
Date: 26/11/24
SilverRock Phase I, LLC
By. ck.t s
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 26/11/24
RGC PA 789, LLC
Bc .,:aypir®r sa adu; y
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 26/11/24
Cdae 44-11547-MrW (Jut, 31I-1 rheJ uiliZ/ZZ, rdye ca ur J4+
Un- and 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
t Document created by Michele Vives (mvives@douglaswilson.com)
2024-11-25 - 6:59:55 PM GMT
1 ': 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
LA 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
f Email viewed by Jason Parr (jason.c.parrl @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 311-1 Filed 01/15/25 Page 30 of 54
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 311-1 Filed 01/15/25 Page 31 of 54
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 311-1 Filed 01/15/25 Page 32 of 54
By:
Name:
Title:
Date:
Parekh Family Trust Dated 11/3/06
,i/L4‘C f_47.."-'d�/Z ��✓
/I/
SilverRock Development Company, LLC
By: e..2",; (iZ 3. 3.'&0.
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12/3/24
SilverRock Luxury Residences, LLC
By: e/l�ud,/taA. 5'4"hci
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12/3/24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 33 of 54
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 311-1 Filed 01/15/25 Page 34 of 54
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 311-1 Filed 01115/25 Page 35 of 54
McCoy Revocable Trust No 92 dtd 6/17/92
Name: ---i s 42,r44 s0,6 .: e•-•1'_
Title: '^_+us y'
Date:
SilverRoek Development Company, LLC
By: ef-_
Name_ Christopher R. Sontchi
Title: Independent Manager
Date: 12/3/24
SilverRock Luxury Residences LLC
By:(-744a' 4 e :.
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12/3/24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 36 of 54
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 311-1 Filed 01/15/25 Page 37 of 54
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 311-1 Filed 01/15/25 Page 38 of 54
Billings Real y, LLC
By:
Name: Naveen Yalamanchi
Title: Manager
Date: 11/20/2024
SilverRock Development Company, LLC
By: e/tA,ed 0
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12/3/24
SilverRock Luxury Residences, LLC
By: [ ,oiZQit. 3. Sovf.&4.
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12/3/24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 39 of 54
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 311-1 Filed 01/15/25 Page 40 of 54
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 311-1 Filed 01/15/25 Page 41 of 54
Robert S. Green Jr.
Name: Robert S. Green, Jr.
Title:
Date: 11/18/2024
SilverRockrR/Development Company, LLC
By: e/Lu2,34.2 5. 5on2`
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 11/19/2024
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 42 of 54
Agreement in Unwind Preferred_Ea.wtY,
Redemp_ilim
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 of 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 of 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 311-1 Filed 01/15/25 Page 43 of 54
1, Therefore, the Parties agree that they each shall
take all actions necessary and proper to itnpletnent 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,
apeeltlli tiet l ffe 311,1 Filed
0 res5/25 pect Page 44 of 54
parties 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:
?o•Ni.
SilverRock
Phase I, LLC
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 45 of 54
By: CG , 3. 3er�z
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 311-1 Filed 01/15/25 Page 46 of 54
��tr nu-ttt to UnAind Prctcncs1 Equity itcdcntutiun
()n or about July 1, 2024, Silvcrkock Phase I. LLC, a Delaware limited liability
Company ("Phase i") redeemed shares of Preferred Membership Interest held by investor
ITMDP Living Family Trust ("LTMDP-). Under Phase I's operating agreements, LTMDP 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, LTMDP 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
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 l'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.
i
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 47 of 54
Further, the Parties a
This Agreement is subject to Bankruptcy Court approval and Phase
l shall promptly tile 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 alter
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 II
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. Fach 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 311-1 Filed 01/15/25 Page 48 of 54
Name: 1.- tZ,c.).Jc.G
Title:
'Ttw Src c..
Date: i'L /27 / 20 v4
SilverRock Phase I, LLC
By:
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12.27.24
RGC PA 789, LLC
By: t, .i + ^
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12.27.24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 49 of 54
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 311-1 Filed 01/15/25 Page 50 of 54
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 311-1 Filed 01/15/25 Page 51 of 54
Eric Leitstein
By:
Name:
Eric Leitstein
Title: Member
Date: 12/10/24
SilverRock Development Company, LLC
By:
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12/13/24
RGC PA 789, LLC
By: e. .ter 91..BiL e
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12/13/24
Case 24-11647-MFW Doc 311-1 Filed 01/15/25 Page 52 of 54
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 Mack
Revocable Trust ("Mack"). Under Phase I's 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 RGC 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 24-1I657-MFW and 24-11654-MFW, respectively (the
"Chapter 11 Cases").
As a result of the commencement of the Chapter 11 Cases, the redemptions of Mack'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 l 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 shalltake 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. Rec:onveyance 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 311-1 Filed 01/15/25 Page 53 of 54
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 1 related to the redemption of Mack's
Membership Interest in the Phase I including but not limited to l I
U.S.C. 544, 547, 548, 550, avoidance actions under applicable state
ad 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 wri tten 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 311-1 Filed 01/15/25 Page 54 of 54
Mack Revocable Trust
By: (2.- ! ► meA.
Name: 1J i utfl
Title: TN 'Qq
Date: / / J Z4
SilverRock Phase I, LLC
5 3i
By:
Name: Christopher R. Sontchi
Title: Independent Manager
Date: 12.9.24
RGC PA 789, LLC
By: ( ati`
Name: Christopher R Sontchi
Title: Independent Manager
Date: 12.9.24
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Page 1 of 211
Exhibit 2
(Deeds of Trust)
Case 24-11647-MFW Doc 311-2 Filed 01/15/2VOO4A02440192181
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 311-2 Filed 01/15/25 Dp 222 M9181 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 311-2 Filed 01/15/25 Dp2s? (2199181 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 311-2 Filed 01/15/25 Dprtg€12g2Ra9181 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 311-2 Filed 01/15/25 Dp 2 2R9181 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 311-2 Filed 01/15/25 Dp2pna9181 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 • r=T - en Com an its anager
At
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 sired the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity
of that document.
STATE OF CALIFORNIA
)�
County of sa % o I o )
On Ikkkl 2024, before me, Voth i at & O o . a Notary Public, personally
appeared obQ r4. 5. &Men I 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 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 m hand and official seal.
'..nature of Notary
m DAN E ALEXANDRA STOB
COMM. #2483539
Notary Public - California
County
Comm. E Irea Mar. 2, 2028
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Dp g? M_9181 Page 7 of 13
EXFIIBIT 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 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 311-2 Filed 01/15/25 Dpguta? 21a9181 Page 8 of 13
OR TO USE THE PHASE I A AND 1B PROPERTY IN SUCH A MANNER AS TO CREA 1'h 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 311-2 Filed 01/15/25 RICA6tacnkOjili81 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 neressary 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 311-2 Filed 01/15/25 130ARFfSfojiT181 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 an 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 311-2 Filed 01/15/25gaosfs1iiii181 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 tirre, 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, surrped 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 u-rder 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 cbligations 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 and the sare.
Dated: J (lt
-#44/1/
Please mai;/Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 E Q 2 O 9181 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 41401
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 311-2 Filed 01/15/25 WIA699126fogp181 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 311-2
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 01/15/25DOP OZ4€019a178
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 311-2 Filed 01/15/25 RsaA#TefSfOgp178 Page 2 of 11
RECORDING REQUESTED 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 " 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 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 311-2 Filed 01/15/25 EgadWoR6f0j9k178 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 311-2 Filed 01/15/25 Cig ( 6129178 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 311-2 Filed 01/15/25 C39Qd26m178 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 EXl'hNT
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 311-2 Filed 01/15/25 g 6fOgi)17s 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 i om • an i 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 sired the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity
of that docuunent.
STATE OF CALIFORNIA
County of Son Ok D
On ! 2024. before me, �` t(/ Q . a Notary Public, personally
appeared ' Q 1 t4* s. (a j q a i". who proved to me on the basis of satisfactory evidence to be
the person(s) whose name(s) is/are subscribed to the within instniment 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 instnu rent
the person(s), or the entity upon behalf of which the person(s) acted, executed the instiunent.
)S
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. seal.
ture of No
�,:..„•,.>. DANIELLEALEXANDRASTOB
COMM. M2483539
Notary Public - California I
�zoil Saner D o County
.,6 Comm. E ot2Mai 2, 2028
�Rsw�r.•.r
(Affix seal here)
DA. NIEUE ALEX�ANDRA STOB
8 °' * t` COMM.112483539
Notary Public - California
San Diego County
WI Comm. Erea Mar. 2, 2028
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Cg ? fsi1gi178 Page 7 of 11
EXHIBIT A
LEGAL DESCRIPTION OF LAND
THE LAND REFERRED TO HEREIN BELOW IS SITUA 1ED 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 1'hRED LOTS A THROUGH L OF TRACT NO. 37730, IN THE CITY
OF LA QUINTA, COUNTY OF RIVERSIDE, STALL 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 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 1A PROPERTY IN SUCH A MANNER AS TO CREAIE
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 1'RUMENT NO. 2017-
0463950 OF OFFICIAL RECORDS.
APN: 777-510-001 THROUGH 023, 025, 777-520-00r THROUGH 017
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Wd96W6f0airi78 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 famished 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 necpssary 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 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 311-2 Filed 01/15/25 RIDawcyfsfojiT178 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 reconveyanoe 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-M FW Doc 311-2 Filed 01/15/25 6tmj1i3181 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 t'ien 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 surrpssor 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 am-pts 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 1 rustor, 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 canoe) 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 und the sa e. I
Dated: f T1
r44/1/2
r
Please mar eed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 1:0DaV4Gg6f0a2178 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 311-2 Filed 01/15/25DCI 4 46013 L181
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 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 311-2 Filed 01/15/25 COCA6620g6199181 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 311-2 Filed 01/15/25 Rs6#21#15fojiT181 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 311-2 Filed 01/15/25 6199181 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 a$er 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 311-2 Filed 01/15/25 6 g1g9181 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 311-2 Filed 01/15/25 g 1f0A19181 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 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 sayliD ) §
�!
1 � Mkt
(�
On IVty 2024, before me. DO i 2A t ati . a Notary Public, personally
appeared bQ f-4. S. 4re.64 i at•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 nie 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 m r hand and official seal.
-nature of Notary
DANIELLE ALEXANDRA STOB
COMM. #2483539
Notary Public - California
San Die o Coun
9 ��
Carron. Ex urea Mar. 2, 2028
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25g6tA19181 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, STA FE 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 311-2 Filed 01/15/25gR6199181 Page 8 of 13
OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREA 1'h 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 311-2 Filed 01/15/25 Etizag 6f0A1181 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 311-2 Filed 01/15/25g6f0j99181 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 safe 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 311-2 Filed 01/15/25 Page 36 of 211
DOC #2024-0199181 Page 1 1 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, out w rranty, to the parties designated by the terms of said Deed of Trust, ail the estate
now held by you under the same.
Dated:
Please mail Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 1:019n0p6fog9181 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 311-2 Filed 01/15/25 C g#2 gf1gi181 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 311-2 Filed 01/15/25D01CIVe01181
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 311-2 Filed 01/15/25R?66199181 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 311-2 Filed 01/15/25g6f0a9181 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 311-2 Filed 01/15/25 R3DIANpS6foginsi 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 311-2 Filed 01/15/25gff0j99181 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 311-2 Filed 01/15/25 E J 6f0J29181 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 R en Com any its 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 sinned the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity
of that document.
STATE OF CALIFORNIA
)§
County of save D I e o
On ���y 2024, before me. Oa \ i Q.i ., &kO o . a Notary Public, personally
appeared ob.} . S. 4rtE%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 signatures) on the instrument
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 conect.
WITNESS m hand and official seal.
ature of Notary
D IEL ALE LEXANDRA TS oB
COMM. #2483539
Notary Public - California
Sau�L2nty
Comm. rM2, 2
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Rsahn#6f0a9181 Page 7 of 13
EXTIIBIT 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 IB 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 311-2 Filed 01/15/25 EgOtA4f6f0j99181 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 311-2 Filed 01/15/25 WA6t?4(ip6O1gV81 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 311-2 Filed 01/15/25 EgJA#24e6f0L1ff181 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 an 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 311-2 Filed 01/15/25 f l8l 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 at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remaincer, if any, to the
person or persons legally entitled theretc.
ti) Beneficiary, or any sucessor 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 tee singular number includes the plural,
(3) That Trustee accepts this Trust when this Deed, duly executed and acknowedged, 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 ar of any action or
proceeding in which Truster, 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 ownerand holder of the note or notes, and ail ether indebtedness secured by the foregoing Deed of Trust.
Said note ar 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 under the s me.
Dated: 1, j l/ O
-•77.,/ T ,4-
Please mall Deed of Trust,
Note and Reconveyance to
4
Case 24-11647-MFW Doc 311-2 Filed 01/15/25g6t66199181 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 311-2 Filed 01/15/25g6f0j99181 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 311-2 Filed 01/15/25DCP2:4E2@ 129121181
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 instrumentfiled 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 311-2 Filed 01/15/25 C 6t2ffg 199181 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 311-2 Filed 01/15/25#6f0g9181 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 311-2 Filed 01/15/25 ggitzjpyfojiT181 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 311-2 Filed 01/15/25gAfOjii181 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 311-2 Filed 01/15/254fk1iii181 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
41111ftrAld
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 truthfiulness, accuracy, or validity
of that document.
STATE OF CALIFORNIA )
County of slat, Imo° )
On /�1t1 2024, before me. Dalai K11�`� u- v , a Notary Public, personally
appeared °be N. c 4rtG#i 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 signatures) on the instnunent
the person(s), or the entity upon behalf of which the person(s) acted, executed the instnument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and conect.
WITNESS m hand and official seal.
"_nature of Notary
� DANIELLE A�DRA STOB
',; • COMM. 02483539
Notary Public - California
San Diego County 8
M Comm. Ex Irea Mar. 2, 2D28
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 EJg'6f0j99181 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 311-2 Filed 01/15/25 Cgg6t2 gt1gp181 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
CHARIER 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 311-2 Filed 01/15/25 £ t2S C 14181 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 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 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 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 far 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 311-2 Filed 01/15/25 Rs:AnCi26fojiT181 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 311-2 Filed 01/15/25 Cg6Wfk1ii181 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 surrassor 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 Tr st 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, tocetherwith 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: Kenneth A. Green. 11/18/24
Please mail Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25g6f0j29181 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 311-2 Filed 01/15/25g26199181 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 311-2 Filed 01/15/25DOf 01o®1-5191181
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 311-2 Filed 01/15/25 Csgn#?6f1gp181 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 311-2 Filed 01/15/25 11%nop6fogiY181 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 311-2 Filed 01/15/25#15199181 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 311-2 Filed 01/15/25 CAWyllyfOH9181 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 311-2 Filed 01/15/25 t g/1:m18i 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 Company, it anager
By:
Name: Robert S. Green,e9'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 tnuthfidness, accuracy, or validity
of that document.
STATE OF CALIFORNIA
) §
County of gain D l egV /� ,1
On J U , 2024, before me. �ii �(11�tt WO‘ . a Notary Public, personally
appeared O r4- cArtG4 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/then' 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 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.
G
'_nature of Notary
DANIELLE ALEXANDRA STOB
COMM. fr2483539
Notary Public - California A
`s' gi /% San Diego County
Comm. Ex tree Mar. 2, 2628
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Eg%piCi26f0ji1181 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, STA1'h 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 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 311-2 Filed 01/15/25 1:036t2i0S6fOgiv181 Page 8 of 13
OR TO USE THE PHASE 1A AND 1B PROPERTY IN SUCH A MANNER AS TO CREA 1h 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 INS IRUMENT
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 311-2 Filed 01/15/25gfsg9181 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 Benefidary 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 Benefidary 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 Benefidary 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, Benefidary 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 311-2 Filed 01/15/25 ER96i 26f 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 at 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-
Doc 311-2 Filed 01/15/25 Page 75 of 2
DOC #2024-0199181 Page 11 Of 13
,4tc datdeline acres, flee neat of 7 rua'ro ee><i c? d iro Tnbt, nursing mat p(eyderse Of Life ;mnNAion �n '
mew. &hal A+r etWn aaloo pomade
t al rale etlalatate ffi4halo of. ea eNor*.Y.a CX!nsecuredre *availed undetine ,hereby',x4rat remai etarry,tothe
parar+�nx�leth'mn'ikx '^
Br.nakiiry any et:xmsec Darien.* d n^y edal.Cel,taed eaaaen tdatbyT . tnpWee.em,.
bY
inkIJr K'rlrtf, itaefti:tr° saxe,w+r o cuc¢e'sb S, Aey r;i+tea tomes nen* acting betetacial.
exec/tea by La' Bcnot ry end uy udenarMidpii decoded h ofrce of tie newsier or tie xaray u" comets veers clef
p any cenduesve pros1 of prep aSkstAilin of tar3 buoces^or Tr Ore or Tnnteea, +wire lest t l bout
cad veyerau tom the lliust ie preue censor etiWeva to title. estate are operas and dirles Sari reeeurrent mutt COritain We
name of Lm final Truster 1 nrarc and Hanes nn Iwr-<n1rr the Sri , ami nage vMru Its freed s tecxvdisi and to nsnsi and
waives of ins new i ibet: ;.
That tits nerd a./Oing In hose b late eeoefd xd hYxiit all pixel.; Varela their rIS11,4, legalena, urrSee6,
sdrisastreleis. emscitr'r succe haste total T c lam Beneficiaryshel mien tiro cmoff and hode'.'merlrto fardigoes.. of Lan
mare sedl,ee1 hey ,i leriaror rut Bendlbe y florin ?lee ffmd x a e' the context t ss'OW Sit$ LNt mesaere Qenciec
e a lnfa . #rrnoc-ie an9kw neuter, &id Ile sh$.du number raides'M pk+at.
r3s That woo now* Cite Trost *hen ero Deed, dry enmraled grid ecknourte iged B made a :ubII record as
provided by tee. Trvsta° is not *egged tc nody any party hetta5o or pending aide miter any atte' Steed of Inzt or or any action or
proceeicic+n%afarnInseo.Bent4ciryrrTauseeend be poity Linke% bickiyebyT'U ee..
REQUEST FOR FULL RECONVEYANCE
iTo Gu ua:al uty inner cbtige6cr'a have been Mad c )
TCT rustle.
rha undersigned nd a tie legel minor and bolder of be rote or note, and *Alcides- eddeednese seared bi tie tomiptv larded of Tnzt
Said tab c rears, tncieharedb a1 nbrer irdebezreas waned by teed Deed d Tod. Nava ttette, k4t, paid and satiifed; are yce ere
hereby mquestedend &Wed, or oar treat to yc>< of Any 9etTrs ael g So you deckr anal terra of ®d Deed of Trust to cancel sad note
a notes above ntemlinrted, arcing otter etrdortaos of endebledrrss wooed by said Coed et 12tat dehaad b you trerevntb, together
with the seal DeedofMet and iD new /0/, wiNraAvrananty, tithe mites designated by returns Wadi Deed o1Trt s , aN Me estate
novhed by yratuler
Dated �` 14117
Please nail Ocix1 T :,st,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 E J N6f0j99181 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 311-2 Filed 01/15/25g6fogi181 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 311-2 Filed 01/15/25DO1 (2023441$$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
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 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 311-2 Filed 01/15/25g6f0j99181 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 311-2 Filed 01/15/25 466f0j1)9181 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 311-2 Filed 01/15/25 R3).A6%26f0j29.181 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 24-11 47- F Doc 11-2 Filed 01/15/25 WA gt2Cgf 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, "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 311-2 Filed 01/15/25 RiDA6w6f0j99181 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.-i -en Com.an its anager
By:
Name: Robert S. Green,.1'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 sap, l
�/ egD )
On lVav 2024, before me. O % i ai t & O , a Notary Public, personally
appeared + 01344 S. Ort 71 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 signatures) on the instrtu rent
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 paramph is
true and correct.
WITNESS m , hand and official seal.
.nature of Notary
DMrIIELLEALEXANDRASTOB
a . COMM. #2483539
Notary Public - California 'g
�`-�:`.?1ji% San Diego County
Comm. D Ian Mar. 2, 2028
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 WAM26f0A1181 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, STA 1E 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 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 311-2 Filed 01/15/25gfSfi0j99181 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 311-2 Filed 01/15/25 WA6fyfOj99181 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 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 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 311-2 Filed 01/15/25 cpS)A6fO pp1s1 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 fxed
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 311-2 Filed 01/15/25 Page 88 of 211
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 terns 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 surneseor or successors to any Trustee named herein or acting hereunder, which instrument
ex -flirted 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 surcessor 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 end 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, surekeeetors 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 indudes the plural.
(3) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a pubUc 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 at other eviden f indebtedness secured by said Deed of Trust delivered to you herewith, together
with the said Deed of Trust, and to nvey, ut warranty, to the parties designated by the terns of said Deed of Trust, all the estate
now held by you urKde —�
Dated:
Please mail Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25gfl)f0j99181 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 311-2 Filed 01/15/25 1 6f0jp9181 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 311-2 Filed 01/15/25D01(292L4e0122L181
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 instrumentfiled 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 311-2 Filed 01/15/25 1:0:6#2j3S6f0jiT181 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 311-2 Filed 01/15/25 Ri)Anay6folippisi 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 Califomia 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 rijhts 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 311-2 Filed 01/15/25 Cgn26/1g9181 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 311-2 Filed 01/15/25g6f0j99181 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 311-2 Filed 01/15/25g6f0jili181 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 n Com.any, its 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 sinned the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity
of that document.
STATE OF CALIFORNIA )
County of sap, ul D ) n.1 u (r' 1) On /�A\I . 2024, before me. WAh i �l, , a Notary Public, personally
appeared O t 4 5. 67ree4' T 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 sisnature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instruument.
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.
attire of Notary
DANIELLE ALEXANDRA STOB
;' COMM. 02483539
Notary Public - California g
•San Diego County
CommExs Mar. 2, 2028
irsr �re�e
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 RDAn3p6f0g9181 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, STA 1'E 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 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 311-2 Filed 01/15/25 g 6/0j9 181 Page 8 of 13
OR TO USE THE PHASE 1A 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 INS IRUMENT
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 311-2 Filed 01/15/25g61iii)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
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 311-2 Filed 01/15/25 PR8q,p149.181 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 far 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 311-2 Filed 01/15/25 Page 101 of 211
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 at 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.
by
instrument( in writing,,ssubstituttee a suck ssorr or successorssuccessor in r to anoy Trusteindebtedness
namedherein ured or acting hereunder, whm hichh e 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 surressor 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
administrators, executors, successors anall
d 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 mascu line gender
in dudes 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 surns 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:
l / - H/ 2,o 2L
Please mail Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 p43QM%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 311-2 Filed 01/15/25 Pii6elif@§ilQmi81 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 311-2
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 01/15/25 DOM*2024Of12 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 311-2 Filed 01/15/25 PR6elifeg43Qii9181 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 311-2 Filed 01/15/25 PR6e g47plia181 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 311-2 Filed 01/15/25 PRffe43pfta181 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 311-2 Filed 01/15/25 4396elftig,bpnvi 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 311-2 Filed 01/15/25 Pii6e §qJQ a181 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, - i i Company,_ its 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 save o I a
On 7Vsl1 ') , 2024, before me.
a Notary Public, personally
°. appeared Q 14 S. Girt-1i i 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 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 silmature(s) on the instruunent
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 r hand and official seal.
'mature of Notary
.�' DANIEILEALEXANDRASTOB
i • COMM. 02483539
Notary Public - California g
IIr�ijjl San Diego County
Comm. E irea Mar. 2, 2028
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Pii4843Pia181 Page 7 of 13
EXHIBIT A
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUA 1ED 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, 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'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 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 311-2 Filed 01/15/25 PRffeqpiilpilaisi Page 8 of 13
OR TO USE THE PHASE 1A 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 311-2 Filed 01/15/25 Psii9pilQa181 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 311-2 Filed 01/15/25 4§4iQia181 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 an 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 311-2 Filed 01/15/25 Page 114 of 211
DOC #2024-01991 B 1 Page 11 of 13
After deducting all costs, fees and ex uses 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, whir 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 nacre 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 terra Beneficiary shall mean the owner and holder, including pledgees, of the
note secured hereby, whetherornot named as Beneficiary herein. In this Deed, wheneverthe contexten requires, the masculine gender
indudes 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 T istee 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 rote or notes, together with all other indebtedness eery ured by said Deed of Trust, have been tJlly 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 cencel said note
or notes above mentioned, and all other evidences of vtdebtedness secured by said Deed of Trust delivered to you herewith, tether
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 unde,r the same.
Dated:
Please mail Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 P��s.dbQa181 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 311-2 Filed 01/15/25 Pipg`43Qf.v1 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 311-2
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 01/15/25 DaKap2D240102181
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 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 311-2 Filed 01/15/25 P24g4}PNa.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 " 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 "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 311-2 Filed 01/15/25 029M3VNA181 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 311-2 Filed 01/15/25 Piipg`bQT81 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 311-2 Filed 01/15/25 Pii6AHLbplaTisi 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 311-2 Filed 01/15/25 PREeltfpftpilaisi 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.. rt flr -n Com.an its 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 docuinent.
STATE OF CALIFORNIA )
)
County of ,rave D I q o y�
On 1 L%J 2024, before me. Qah i �`` 4�t S&O . a Notary Public, personally
appeared *44 S 4irt,eii Tlr 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 instnuuent
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
tnie and correct.
wITNESS m hand and official seal.
S.- ahure of Notary
DANIELLEALEXANDRASTOB
: to COMM. /2483539
Notary Public - California
I San Diego County
Comm. ices Mar. 2, 2028
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 2§`bQw81 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 TnR 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 311-2 Filed 01/15/25 PRpa'43Plav1 Page 8 of 13
OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREA 1h 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 INS IRUMENT
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 311-2 Filed 01/15/25 P9pgzbQg91181 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 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 net 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 tc 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
obligations so to do and without notice to or demand upon Trustor and without releasing Trustor from a-y 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 311-2 Filed 01/15/25 Pii6ettf2g4opNAisi Page 10 of 13
discretion may choose and upon payment of its fi>Ps, 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 311-2 Filed 01/15/25 PRgh3QT81 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 surnaasor 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 pates 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 satist-ed; 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
jasoi ?an -
Jason Parr (Nov 26, 2024 10:24 PST)
Please mail Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 6eltipoLbp 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-I0 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 311-2 Filed 01/15/25 Pii6e4q2@goplaTisi 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
I.dSC LLF-11O'+l-Mf-VV LJVC, 311-4 Filed OifizfZz f ctye 130 of 211
202'1 O 19918 i -3rd TD PA 789
Final Audit Report
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
L i 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.parrl @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 311-2
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 01/15/25 D@O44fl28178
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 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 311-2 Filed 01/15/25 PR6ettfgp.tbpilai78 Page 2 of 11
RECORDING REQUES IED 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 TEE," 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 311-2 Filed 01/15/25 PR
6etyg§,bQa178 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 311-2 Filed 01/15/25 P9
6e1q9aLbQa178 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 311-2 Filed 01/15/25 ggqbQw78 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 EX 1'hNT
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 CHAPl'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 311-2 Filed 01/15/25 Pii6eqggi3P1R178 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 . Com.an Manager
4111111101
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 docuinent.
STATE OF CALIFORNIA
County of San DIi D
)C
On d 3 . 2024, before me, A f t +(/ L 1 Q D , a Notary Public, personally
appeared 10&4' S. Cot 4, 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 instcuunent.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
tnie and correct.
WITNESS my hand and oMc' , seal.
ture of Not
DANIELLE ALEXANDRA STOB
COMM. M2483539
Notary Public - California
Diego County
Comm. Ex iresMar. 2 F2o28
(Affix seal here)
DANI�pELLE ALEXANDRA STOB
' COMM. #2483539
v T' Notary Public - California
��� San Diego County
' Comm. irea Mar. 2, 2028
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 PR
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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 I ERED LOTS A THROUGH L OF TRACT NO. 37730, 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 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 IA 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, 777-520-00'r THROUGH 017
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Pi?
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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 nerpcsary, 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
Benefidary. 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 311-2 Filed 01/15/25 Pii6eqgolplaT78 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 shalt 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 311-2 Filed 01/15/25 Page 140 of 211
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, riot 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 surrpssors 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 fruit! 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 hers, 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 serirred 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
wdh 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
No - a - ' econveyan
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Pii
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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 311-2
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 01/15/25 DW6t -e 12 178
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 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 311-2 Filed 01/15/25 PR
ffeltiR§bpqal7s Page 2 of 11
RECORDING REQUESIED 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 " 1'RUS TEE," 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 311-2 Filed 01/15/25 ffe#:m4bp 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 311-2 Filed 01/15/25 Pi?
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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 311-2 Filed 01/15/25 Pi'
6ettmg`bQR178 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 311-2 Filed 01/15/25 milQa178 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 • •. r_ ee Com. an ‘
By:
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 signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity
of that docuunent.
STATE OF CALIFORNIA
County of Sun DItQ, D
On ! 3 . 2024. before me. l 1 € , a Notary Public. personally
appeared ' 1 b &a- E. 6 heiti 9 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 instiuunent.
)S
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' seal.
ture of Not
DANIELLE ALEXANDRA STOB
COMM. e2483539
=,- l Notary Public • California
San Diego County $
Comm. Ex ires Mar. 2, 2026 d
.aor
(Affix seal here)
DANIELLE ALEXANDRA STOB
COMM. A2403539
Notary Public • California
Lmw sswl�,wear.ea ceoreaoraer.
�" ''� Comm. Ex dreg Mar. 2, 2028
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 9g/31)a178 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, STALL OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
LOTS 1 THROUGH 29 AND LE 1'1'ERED 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 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 INS 1'RUMENT NO. 2017-
0463950 OF OFFICIAL RECORDS.
APN: 777-510-001 THROUGH 023, 025, 777-520-00'1- THROUGH 017
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 PR
AilQ9.178 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, imgate, 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
Benefidary. 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 nerrncsary 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 nerresary 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 311-2 Filed 01/15/25 Pii6e @43p1R178 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 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 311-2 Filed 01/15/25 Page 151 of 211
137'
Please 'nal/ Deed of Trust,
Nate and Reconveyanca to
deduclooll cods, too end oversee otTrudee end dila Tut, inducing ant ofebildenoe d tie in corisolon
sie,Tneiroetd appti tae cones d ssie in wort rit daunts aconded under ihe two hew( Mier meet sigh seated
Weed et* temodadeeedlei twin ele3d d to dee he d detours ton sewed hereby; end the nimeinder, iferv.10 the
penal or poor* kg* MOM beret:.
(1) aerrefrMey, or say SUCCOSON in woo* of any inciebiedness sem* heY, may froth erne b MIS, by
instninant edam subarea a successor or successors do iy *Nate nerrad hen* or soferg hereun, With Inekroarg
erectnei by the 'integrally and dulyiedeeraied.d end madW in ihe deo next* of ihe °our* or caulk/ Way sefti
property is duds& yid be concidee proof IS proper rebelibilan of such abOeineer Theta orThe who 40214 taelact
COeveyerelosetielitidee predecessor. succeedb Kates fatd 4,k408. Saki insement mot confab,
tom d to a** Tamar, 'twee srd Dereiday Persuader, te book end end nano and
aoaressotthe Mak&
(2) Tier tie Deed quire ID trues tiihe benek of. and blade el peke hereto, thei haia. kloaletig. daiseat
actridetratak aseoutils, euxessons and esdela lbe tams BOSOMary shall mon tie owlet and holder. ihdorktgplectgaew of be
retesecesed herebi.vhsterornotnemed Bensfrolery herein. In tit Desdoefrensertheaseedsoretress,the troarthmanerder
includes ta Seek** ardor mem and the rkgialarrioarlaoludes the Mei
(3) Thai Tiustee accepts this Twat when this Dead, duly execuled end adcnovasdged, i made a pubec mord as
1:"vIded bY Tiusteais not obkatild notify enY paty hereto of pending sale under any other Deed of -MA or of any =bon OT
palmed:rig in which 'frusta: Beneficiary or The shell be a party unities brought by Tiustee_
REQUEST FOR FULL RECONVEYANCE
(To be tssed only when cOlgations have been paid in tut)
„ • •
TO: Trustee
The undesskred bibs legal owner end holder of the note or octets, and other indebiadneso secured by the foregoing Deed carnet.
Said not, or nobslogerhervah al oerbindebtednrrse waxed by said Deed of Trust have tutor' fuliy pekl and sedellet end you-.
herby sweated arid &Wed. on propose to you of any sums owing to you tssierthe leans cisekl Deed dTrust, to mml add me
or notes above notional, and doter teldences of hdebtednees sewed by said Deed of Trust delivered to you heresitlk tilers%
ea the said Deed ofTrust and in tecouvaPh vAtioutwieranV, to ihe parties designated by thens amid Deed ()Must, die wide
now held try rou underthe Berne.
Dated. S. awy ...11‘ 1-DM
htc i,es-P—ot -rve-rd. a4D le/ citei
df
.."7-
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 PiiFe4f-9?'47Q i l78 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 311-2
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 01/15/25 DG6it, 21 -Of129178
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 311-2 Filed 01/15/25 Piiieq-19 4 J 9 178 Page 2 of 11
RECORDING REQUES 1'ED BY
AND WIDEN 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 l'hE," 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 311-2 Filed 01/15/25 PRlag,bQm178 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 311-2 Filed 01/15/25 laii6eltfegzbQAll 78 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 311-2 Filed 01/15/25 PR6etifigmlpftai78 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, 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 311-2 Filed 01/15/25 Piiiielg47Qw78 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 Com.an
By:
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 signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity
of that docuunent.
STATE OF CALIFORNIA
County of
Soon MQ, g�
On d J . 2024. before me, 1 (� , a Notary Public, personally
appeared b�- S. &he,,[/7 A f . 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 instnunent
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 i seal.
DANIELLE ALEXANDRA STOB
„ tc COMM. #2483539
c" Notary Public - California
��� San Diego County
Comm. E nos Mar. , 2028
r.�.r
(Affix seal here)
DANIELLE ALEXANDRA STOB
COMM. #2483539
v T' Notary Public - California
San Diego County
Comm. Facphoa Mar. 2, 2028
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 6ettfiggi3QNa178 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 11, OF CALIFORNIA, FILED 1N 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 IA 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 311-2 Filed 01/15/25 Pii6etTigoi,mai78 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 enfire 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 311-2 Filed 01/15/25 PsiiigoQft9.178 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 311-2 Filed 01/15/25 Pii6ettif9p43Qfta178 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 surrpssor 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 rotes, 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: %J {�``�~
11 /20/2024
Please mail Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Nffe§LbQna178 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 311-2
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 01/15/25 DOQ4b2D24-6fl29178
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 311-2 Filed 01/15/25 PiiiellMgzbplaq.178 Page 2 of 11
RECORDING REQUES I ED 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 "TRUS I 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 311-2 Filed 01/15/25 P96e#P3gzbpm178 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 (lii) 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 311-2 Filed 01/15/25 PiIffeq-@?,13Q9178 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 311-2 Filed 01/15/25 P26eltfiegijp1R178 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'ED 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 311-2 Filed 01/15/25 Nffe#1-ifii§,bQV78 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 • - ree t Com. an
_ 4.
By:
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 signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity
of that document.
STATE OF CALIFORNIA
County of SCW% (At
)§
On i 3 . 2024, before me, t l 1 Q , a Notary Public, personally
appeared' E. i(g pt . /j 9 N`. 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 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 offic' seal.
here of No
DANIELLE ALEXANDRA STOB
COMM. *2483539
•n�' - c" Notary
Public •California
San Diego County �
M Comm. E ires Mar. 2, 20291
(Affix seal here)
DANIELLE ALEXANDRA STOB
COMM. 112483539
Notary Public • California
LTn, San Diego County
�'' I Comm. E>t ires Mar. 2, 2028
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 DieLbQ1178 Page 7 of 11
EXHIBIT A
LEGAL DESCRIPTION OF LAND
THE LAND REFERRED TO HEREIN BELOW IS SITUA 1'hD 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'ERED LOTS A THROUGH L OF TRACT NO. 3773 0, IN THE CITY
OF LA QUINTA, COUNTY OF RIVERSIDE, STA IB 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 INS l RUMENT NO. 2017-
0463950 OF OFFICIAL RECORDS.
APN: 777-510-001 THROUGH 023, 025, 777-520-001- THROUGH 017
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 PR9iLbQNa178 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 at 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 nerpssary, 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 nerpssary 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 nerPcsary 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 311-2 Filed 01/15/25 Pi?
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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 311-2 Filed 01/15/25 P9'f3§43QNA178 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 surrPssor 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 pledges, 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 beer 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 `oregoing 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 311-2 Filed 01/15/25 iiiQfi43Qa178 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 311-2
RECORDING REQUESTED BY
CHICAGO TITLE COMPANY
COMMERCIAL DIVISION
When Recorded Mail to arid mail
tax statements to:
Chicago Title Company
2365 Northside Drive, #600
San Diego, CA 92108
Filed 01/15/25 DO 2D-tUfl99178
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 311-2 Filed 01/15/25 Pi?
pigsigzbPiA178 Page 2 of 11
RECORDING REQUES 1'ED 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 " 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 " i'RUS LEE," 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 311-2 Filed 01/15/25 Piiffe4i9m3pNal78 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 311-2 Filed 01/15/25 PR
6Litgpo47Qa178 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 311-2 Filed 01/15/25 PR
Eeltif1LbQa178 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
PERMIITED 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 311-2 Filed 01/15/25 139g643Q1178 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 Re ee i om . an .: 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 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 ®1Q, VO
On i J . 2024, before me, )1/� f 1 ` C/ L I C a Notary Public, personally
appeared 0b&11- S. wet ,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 instnmuent 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 instnunent
the person(s), or the entity upon behalf of which the person(s) acted, executed the instillment.
)S
)
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
tnie and correct.
WITNESS my hand and offrc. seal.
hue of Not
DANIELLE ALEXANDRA STOB
COMM. #2483539
- " Notary Public - California 8
<`fij� San Diego County
M Comm. Expires Mar 2, 2028
(Affix seal here)
DANIELLE RA STOB
COMM. #2483539
Notary
Public - California
Diego County
/I Comm. E urea Mar. 2, 2028
_. - /
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 P9
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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 LE ITERED LOTS A THROUGH L OF TRACT NO. 37730, 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 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 IA PROPERTY, AS RESERVED
BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
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 311-2 Filed 01/15/25 P9gm3Qa178 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 Trustorfail 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 311-2 Filed 01/15/25 6etkig§,bp 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 311-2 Filed 01/15/25 KigazbQA178 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
Please mail Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Pei?
'ggiiQiA178 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 311-2 Filed 01/15/25 DO6tc,24129181
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 311-2 Filed 01/15/25 �RpbPia181 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 311-2 Filed 01/15/25 Pi?
$gipQa181 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 311-2 Filed 01/15/25 �gggebQa181 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 311-2 Filed 01/15/25 pg�ggopg9181 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 311-2 Filed 01/15/25 P964ligi43QNA181 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. -*+ C - -n Com.an its % 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 save D i Aga )
On /uky , 2024, before me, Q�h t 2Akti RO iJ . a Notary Public, personally
appeared ob4 y4• S. &ire61, 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 instruunent 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 m hand and official seal.
',nature of Notary
.,`,'��. DANIELLEALEXANDRASTOB
COMM. #2483539
Notary Public - California c
Comm�s:�:f� San Diego County
. E irea Mar. 2, 2028
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 PRE?43p ga181 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 311-2 Filed 01/15/25 Pii6ellf-e9§,bQsa181 Page 8 of 13
OR TO USE THE PHASE 1 A AND 1B PROPERTY IN SUCH A MANNER AS TO CREA 1'h 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 311-2 Filed 01/15/25 Pii6e#mibQNa181 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 311-2 Filed 01/15/25 PiiggLbQa181 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 311-2 Filed 01/15/25 Pfgi5�1$1 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
inctudes 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, togethgef 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 • -vkiences of indebtedness secured by said Deed of Trust delivered to you herewith, together
with the said Deed of Trus a • to . ey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate
now held by you under
Dated:
Please mail Deed of Trust,
Note and Reconveyance to
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Pii943QA181 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 311-2 Filed 01/15/25 Piii-@gzbQli9181 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 311-2
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 01/15/25DQQ4b2024 129181
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 311-2 Filed 01/15/25 PR200.47Qfta181 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 " 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 "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 311-2 Filed 01/15/25 P9 i/bpNaisi 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 311-2 Filed 01/15/25 6etfrge? oP9a181 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 Califomia 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 311-2 Filed 01/15/25 pg6e#2@gebp AT81 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 311-2 Filed 01/15/25 Pi?
ezbQv1 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 Rom- ce�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 sinned the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity
of that document.
STATE OF CALIFORNIA
County of &O Y O ) a
On /Val 2024, before nie. OGh i XAktP uto io . a Notary Public, personally
appeared Job4 r4. 4rt e%i, 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 pararaph is
true and conect.
WITNESS m hand and official seal.
G
nature of Notary
ALEXANDRA STOB
' '= COMM. *2483539
Notary Public - California e
Y �ij San Diego County
Comm Ez ire�ss Myar. 2, 2D29
(Affix seal here)
Case 24-11647-MFW Doc 311-2 Filed 01/15/25 Pii26g,bQNa181 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, STA 1E 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 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 311-2 Filed 01/15/25 Piigq,QqA181 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 311-2 Filed 01/15/25 6e?47QR181 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 nec s. ary 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 311-2 Filed 01/15/25 13264tiOgi,p NV 81 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 311-2 Filed 01/15/25 °R°oi1 Page 11 of 13
After deluding all costs, fees and expenses of Trustee and ofthis Trust, including cost of evidence of title in connection web
sale, Trustee shall apply the proceeds of se to payment of all sums expended under the terms hereof, not then repaui, with accrued
interest at the amount allowed by law in effect atthe 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 Benefrrdary and duly acknowledged and recorded in the office of the recorder of the county cr counties where said
property is situated, shaft be conausive prod of proper substitution of such successor Trustee or Trustoc , who shall, without
conveyance from the Trustee predecessor, succeed to all it title, estate, rights, ;xrW0,,: and duties. Said instrument must contain the
name of the original Terstor, 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, suci ssors and assigns. The term Beneficiary shall mean the owese and holder, including pledgees, of the
note secured hereby, whether or not named as Benefzdary herein. In this Deed, wheneverthe context so requires, the masculi re gender
includes the feminine andtar neuter, and the singular number includes the plural.
(3) That Trustee accepts this Trust when this Deed, duy 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, Benefraary 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 el -cured by said Deed of Trust, have been Tufty paid and satisfied; and you are
hereby requested and directed, on payment to you of any sums awing tc 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 sad Deed of Tenet delivered to you herewith, together
with the saki Deed of Trust, and to r convey, without warranty, to the parties designated by the terms ofsald 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 311-2 Filed 01/15/25 13€I@LbQna181 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-I0 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 311-2 Filed 01/15/25 Pii9NQft1181 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