Deed of Trust, Assign of Rents, Security Agmt & Fixture Filing SCHRODER TAFT DOC # 2025-0382835Recording Requested By:
Stewart Title of California Inc.
When Recorded Mail To:
Paul Hastings LLP
200 Park Avenue
New York, NY 10024
Attention: Eric R. Landau, Esq.
12/09/2025 03:47 PM Pee: $ 176.00
Page 1 of 41
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
1111 V WAVINVEM11III
ORDER #2664482 103
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT, AND FIXTURE FILING
Recorded concurrently and in connection
with a transfer subject to the imposition of
Documentary Transfer Tax - GC 27388.1(a)(2)
EXECUTION VERSION
PREPARED BY AND UPON
RECORDATION RETURN TO:
Paul Hastings LLP
200 Park Avenue
New York, NY 10024
Attention: Eric R. Landau, Esq.
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT, AND FIXTURE FILING
SILVERROCK HOTEL OWNER LLC, SILVERROCK 1A RESI OWNER LLC,
SILVERROCK 1B RESI OWNER LLC, AND SILVERROCK IA CONDO OWNER LLC
each a Delaware limited liability company,
as trustor
(Borrower)
To
STEWART TITLE OF CALIFORNIA, INC.,
a California corporation,
as trustee
(Trustee)
for the benefit of
SCHRODER TAFT-HARTLEY INCOME REIT, LLC
aDelaware limited liability company,
as beneficiary
(Lender)
Location: Dated: December 8, 2025
79179 Ahmanson Lane,
La Quinta, CA 92253
APNs: 777-060-083, 777-060-085, 777-060-075, 777-060-078, 777-490-058, 777-490-063, 777-
490-064, 777-490-065, 777-490-066, 777-490-037, 777-490-057, 777-490-059, 777-490-068, 777-
490-042, 777-490-076 AND PORTIONS OF 777-490-072, 777-490-073, 777-490-074 AND
PORTIONS OF 777-490-072, 777-490-073, 777-490-075, 777- 490-077, 777-490-078, 777-490-079
AND 777-490-080, 777-490-046, 777-490-071, 777-060-082, 777-060-084, PORTIONS OF 777-
490-075, 777-490-077, 777-490-078, 777-490-079 AND 777-490- 080, 777-490-079, 777-510-001
THRU -023; 777-510-025; 777-520-001 THRU 018, 777-490-053, 777-490-054 and 777-49-055
LEGAL_US_E H 189831609.7
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT, AND FIXTURE FILING
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT, AND FIXTURE FILING (this "Security Instrument") is made as of this 9t" day of
December, 2025, by SILVERROCK HOTEL OWNER LLC, a Delaware limited liability company
("Hotel Owner Borrower"), SILVERROCK IA RESI OWNER LLC, a Delaware limited liability
company ('VA Resi Owner Borrower"), SILVERROCK 1B RESI OWNER LLC, a Delaware limited
liability company ("1B Res! Owner Borrower"), and SILVERROCK IA CONDO OWNER LLC, a
Delaware limited liability company ("Condo Owner Borrower"; and together with Hotel Owner
Borrower, IA Resi Owner Borrower, and 1B Resi Owner Borrower, each, individually and collectively,
"Borrower"), to STEWART TITLE OF CALIFORNIA, INC., a California corporation, as trustee
("Trustee"), for the benefit of SCHRODER TAFT-HARTLEY INCOME REIT, LLC, a Delaware
limited liability company, having an address at c/o Schroder Investment Management North America Inc.,
7 Bryant Park, 1045 Avenue of the Americas, New York, New York 10018, as beneficiary (together with
its successors and/or assigns, "Lender").
WITNESSETH:
WHEREAS, this Security Instrument is given to secure a loan (the "Loan") made in the
original maximum principal sum of up to SfXTY-SEVEN MILLION NINE HUNDRED THOUSAND
hereof between Borrower and Lender (as the same may be amended, restated, replaced, supplemAND 00/100 DOLLARS ($67,900,000.00) pursuant to that certain Loan Agreement dated as of the date
otherwise modified from time to time, the "Loan Agreement"); and ented
or
WHEREAS, to induce Lender to make the Loan to Borrower, Borrower desires to further
secure the payment of the Debt and the performance of all of Borrower's obligations under the Loan
Documents by executing this Security Instrument.
NOW THEREFORE, in consideration of the making of the Loan by Lender to Borrower
and the covenants, agreements, representations and warranties set forth in this Security Instrument, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Borrower and Lender hereby agree as follows:
ARTICLE I
GRANTS OF SECURITY
Section 1.1 The PTOnertV. Borrower does hereby irrevocably grant, pledge, assign,
warrant, transfer and convey to Trustee, and its successors in trust for the benefit and security of Lender
and its successors and assigns, WITH THE POWER OF SALE, the following property, rights, interests
and estates now owned, or hereafter acquired by Borrower (collectively, the "Property"):
(a) Land. The real property described on Exhibit A attached hereto and
made a part hereof (the "Land");
(b) Additional Land. All additional lands, estates and development rights
hereafter acquired by Borrower for use in connection with the Land and the development of the Land and
all additional lands and estates therein which may, from time to time, by amendment, modification,
supplement or otherwise, be expressly made subject to the lien of this Security Instrument;
LEGAL_US_F,H 199831609.7
(c) Improvements.
enlargements, extensions, modifications, repairs,
hereafter erected or located on the Land (collectively
The buildings, structures, fixtures, additions,
replacements and improvements, if any, now or
, the "Improvements");
(d) Easements. All easements, rights -of -way or use, rights, strips and gores
of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air
rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes,
tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter
belonging, relating or pertaining to the Land and/or the Improvements and the reversions and remainders,
and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the
Land, to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower,
curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in
equity, of Borrower of, in and to the Land and the Improvements and every part and parcel thereof, with
the appurtenances thereto (collectively, the "Easements");
(e) Equipment. All "equipment," as such term is defined in Article 9 of the
Uniform Commercial Code (as hereinafter defined), now owned or hereafter acquired by Borrower,
which is used at or in connection with the Improvements or the Land or is located thereon or therein
(including, but not limited to, all machinery, equipment, furnishings and electronic data-processing and
other office equipment now owned or hereafter acquired by Borrower and any and all additions,
substitutions and replacements of any of the foregoing), together with all attachments, components, parts,
equipment and accessories installed thereon or affixed thereto (collectively, the "Equipment").
Notwithstanding the foregoing, Equipment shall not include any property belonging to tenants under
Leases (as hereinafter defined) except to the extent that Borrower shall have any right or interest therein;
(t) Fixtures. All Equipment now owned, or the ownership of which is
hereafter acquired, by Borrower which is so related to the Land and/or die Improvements forming part of
the Property that it is deemed fixtures or real property under the law of the particular state in which the
Equipment is located, including, without limitation, all building or construction materials intended for
construction, reconstruction, alteration or repair of or installation on the Property, construction equipment,
appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter
attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements
or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing,
cleaning, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating,
laundry, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric
machinery, appurtenances and equipment, pollution control equipment, security systems, disposals,
dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, gas,
electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or
jointly with others, and, if owned jointly, to the extent of Borrower's interest therein) and all other
utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel
stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances,
additions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof
(collectively, the "Fixtures"). Notwithstanding the foregoing, "Fixtures" shall not include any property
which tenants are entitled to remove pursuant to Leases or fixtures owned by utility companies, except to
the extent that Borrower shall have any right or interest therein;
(g) Personal Property. All furniture, furnishings, objects of art, machinery,
goods, tools, supplies, appliances, general intangibles, contract rights, accounts, accounts receivable,
franchises, licenses, certificates and permits, and all other personal property of any kind or character
whatsoever (as defined in and subject to the provisions of the Uniform Commercial Code as hereinafter
defined) other than Fixtures, which are now or hereafter owned by Borrower and which are located within
LEGAL -US _EH 189831609.7
or about the Land and the Improvements, together with all accessories, replacements and substitutions
thereto or therefor and the proceeds thereof (collectively, the "Personal Property"), and the right, title and
interest of Borrower in and to any of the Personal Property which may be subject to any security interests,
as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of
the Property is located (as amended from time to time, the "Uniform Commercial Code"), superior in lien
to the lien of this Security Instrument and all proceeds and products of the above;
(h) Leases and Rents. To be extent permitted by applicable Legal
Requirements and to the extent assignable, all leases, subleases and other agreements affecting the use,
enjoyment or occupancy of the Land and/or the Improvements heretofore or hereafter entered into and all
extensions, amendments and modifications thereto, whether before or after the filing by or against
Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time
to time (the "Bankruptcy Code") (individually, a "Lease", collectively, the "Leases") and all income,
rents and right, title and interest of Borrower, its successors and assigns in and under the Leases,
including, without limitation, any guaranties of the lessees' obligations thereunder, cash or securities
deposited under the Leases to secure the performance by the lessees of their obligations under the Leases
and all rents, additional rents, early termination fees and payments and other termination fees and
payments, revenues, issues and profits (including, without limitation, and all cash or securities deposited
to secure the performance by the lessees of their obligations under the Leases), issues, profits and
revenues (including all oil and gas or other mineral royalties and bonuses) from the Land and the
Improvements whether paid or accruing before or after the filing by or against Borrower of any petition
for relief under the Bankruptcy Code (collectively, the "Rents") and all proceeds from the sale or other
disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt and the
performance of all of the other obligations due and owing by Borrower to Lender pursuant to the terms of
the Loan Documents;
(i) Condemnation Awards. All Awards which may heretofore and hereafter
be made with respect to the Property, whether from the exercise of the right of eminent domain
(including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such right),
or for a change of grade, or for any other injury to or decrease in the value of the Property;
0) Insurance Proceeds. All Insurance Proceeds in respect of the Property
under any Policies covering the Property, including, without limitation, the right to receive and apply the
proceeds of any Policies, judgments, or settlements made in lieu thereof, in connection with a Casualty to
the Property;
(k) Tax Certiorari. All refunds, rebates or credits in connection with
reduction in Property Taxes or Other Charges charged against the Property;
(1) Conversion. All proceeds of the conversion, voluntary or involuntary, of
any of the foregoing including, without limitation, Insurance Proceeds and Awards, into cash or
liquidation claims;
(m) Rights. The right, in the name and on behalf of Borrower, to appear in
and defend any action or proceeding brought with respect to the Property and to commence any action or
proceeding to protect the interest of Lender in the Property;
(n) Agreements. To be extent permitted by applicable Legal Requirements
and to the extent assignable, all agreements, contracts, certificates, instruments, franchises, franchise
agreements, permits, licenses, and, to the extent lawfully assignable, all licenses, permits, approvals and
consents which are required for the sale and service of alcoholic beverages on the Property heretofore or
4
LEGAL US EN 189831609.7
hereafter obtained from applicable state and local authorities, plans, specifications and other documents,
now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use,
occupation, construction, management or operation of the Improvements and/or the Land and any part
thereof, respecting any business or activity conducted in the Improvements and/or on the Land and any
part thereof and all right, title and interest of Borrower therein and thereunder, including, without
limitation, the right, upon the happening of any default hereunder, to receive and collect any sums
payable to Borrower thereunder;
(o) Trademarks. To the extent assignable and owned by Borrower, all trade
names, trademarks, servicemarks, logos, copyrights, goodwill, books and records and all other general
intangibles owned by Borrower relating to or used in connection with the operation of the Property;
(p) Accounts/Intangibles. All accounts, accounts receivable, escrows
(including, without limitation, all escrows, deposits, reserves and impounds established pursuant to the
Loan Agreement and the Loan Documents), documents, instruments, chattel paper, claims, reserves
(including deposits) representations, warranties and general intangibles, as one or more of the foregoing
terms may be defined in the Uniform Commercial Code, and all contract rights, franchises, books,
records, plans, specifications, permits, licenses (to extent assignable), approvals, actions, chores, claims,
suits, proofs of claims in bankruptcy and causes of action which now or hereafter relate to, are derived
from or are used in connection with the Property, including, without limitation, all receivables, customer
obligations, installment payment obligations and other obligations now existing or hereafter arising or
created out of the sale, lease, sublease, license, concession or other grant of the right of the use and
occupancy of property or rendering of services by Borrower and proceeds, if any, from business
interruption or other loss of income insurance, or arising from the sale of any Property or the rendition of
services in the ordinary course of business or otherwise (whether or not earned by performance), together
with any Property returned by or reclaimed from customers wherever such Property is located, or the use,
operation, maintenance, occupancy or enjoyment thereof or the conduct of any business activities thereon
and all other deposits or wire transfers made to such accounts and all cash, checks, drafts, certificates,
securities, investment property, financial assets, instruments and other property held therein from time to
time and all proceeds, products, distributions, dividends and/or substitutions thereon and thereof
(collectively called the "IntangibIcs");
(q) Uniform Commercial Code Prol2ertv. All documents, instruments,
chattel paper and intangibles, as the foregoing terms are defined in the Uniform Commercial Code, and
general intangibles relating to the Property
(r) Proceeds. All products and proceeds of any of the foregoing; and
(s) Other Rights. Any and all other rights of Borrower in and to the items
set forth in Sections (a) through (r) above.
AND, without limiting any of the other provisions of this Security Instrument, to the
extent permitted by applicable Legal Requirements, Borrower expressly grants to Lender, as secured
party, a first priority security interest in the portion of the Property which is or may be subject to the
provisions of the Uniform Commercial Code which are applicable to secured transactions; it being
understood and agreed that the Improvements and the Fixtures are part and parcel of the Land (the Land,
the Improvements, the Easements and the Fixtures being collectively referred to herein as the "Read
Property") appropriated to the use thereof and, whether affixed or annexed to the Land or not, shall for
the purposes of this Security Instrument be deemed conclusively to be real estate and encumbered hereby.
LFGAL_US_EN 189831609.7
Section 1.2 Assignment of Leases and Rents. Borrower hereby absolutely and
unconditionally assigns to Lender all of Borrower's right, title and interest in and to all current and future
Leases and Rents; it being intended by Borrower that this assignment constitutes a present, absolute and
unconditional assignment and not an assignment for additional security only. Nevertheless, subject to the
terms of the Loan Agreement and Section 7 2(hl of this Security Instrument, Lender grants to Borrower a
revocable license (which shall be automatically revoked during the continuance of an Event of Default) to
collect, receive, use and enjoy the Rents; provided, however, Borrower's revocable license shall be
automatically reinstated upon a determination by Lender it is sole discretion that an Event of Default no
longer exists.
Section 1.3 Security Agreement. This Security Instrument is a real property deed of
trust, a "security agreement," a "financing statement" and a "fixture filing" within the meaning of the
Uniform Commercial Code. The Property includes both real and personal property and all other rights
and interests, whether tangible or intangible in nature, of Borrower in the Property. By executing and
delivering this Security Instrument, Borrower hereby grants to Lender, as security for the Obligations (as
hereinafter defined), a security interest in the Fixtures, the Equipment, the Personal Property and the other
property constituting the Property to the full extent that the Fixtures, the Equipment, the Personal
Property and such other property may be subject to the Uniform Commercial Code (said portion of the
Property so subject to the Uniform Commercial Code being called the "Collateral"). If an Event of
Default shall occur and be continuing, Lender, in addition to any otber rights and rememay
dies which it
have, shall have and may exercise immediately and without demand (except as required by applicable
Legal Requirements or as specifically provided in the Loan Documents), any and all rights and remedies
granted to a secured party upon default under the Uniform Commercial Code, including, without limiting
the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to
take such other measures as Lender may deem necessary for the care, protection and preservation of the
Collateral. Upon written request or demand of Lender after the occurrence and during the continuance of
an Event of Default, Borrower shall, at its expense, assemble the Collateral and make it available to
Lender at a convenient place (at the Land if tangible property) reasonably acceptable to Lender.
Borrower shall pay to Lender within ten (10) Business Days of Borrower's receipt of Lender's written
request, any and all third party, out of pocket costs and expenses, including, without limitation,
reasonable, actual attorneys' fees and costs, incurred or paid by Lender in protecting its interest in the
Collateral and in enforcing its rights hereunder with respect to the Collateral after the occurrence and
during the continuance of an Event of Default. Any notice of sale, disposition or other intended action by
Lender with respect to the Collateral sent to Borrower in accordance with the provisions hereof at least
ten (10) days prior to such action, shall, except as otherwise provided by applicable Legal Requirements,
constitute reasonable notice to Borrower. The proceeds of any disposition of the Collateral, or any part
thereof, may, except as otherwise required by applicable Legal Requirements, be applied by Lender to the
repayment of the Debt in such priority and proportions as Lender in its sole discretion shall deem proper.
Borrower's (debtor's) principal place of business is as set forth on the first page hereof and the address of
Lender (secured party) is as set forth on the first page hereof Borrower and Lender agree that the
foregoing is intended to grant in favor of Lender a first priority continuing lien and security interest in the
Property. Borrower authorizes the Lender and its counsel to file Unilnrm Commercial Code financing
statements in form and substance satisfactory to the Lender describing the Property and the Collateral. Such
financing statements may describe as the collateral covered thereby "all assets of the debtor, whether now
owned or hereafter acquired" or words to that effect, notwithstanding that such collateral description may be
broader in scope than the collateral described in this Security Instrument. The organizational identification
number of Hotel Owner Borrower is 10309278; the organizational identification number of IA Resi
Owner Borrower is 10309267; the organizational identification number of 1B Resi Owner Borrower is
t 0309272; and the organizational identification number of Condo Owner Borrower is 10309268.
LEGAL_US_E 6 189831609.7
Section 1.4 Fixture Filing, Certain of the Property is or will become "fixtures" (as
that term is defined in the Uniform Commercial Code) on the Land, and this Security Instrument, upon
being filed for record in the real estate records of the city or county wherein such fixtures are situated,
shall operate also as a financing statement (naming Borrower as the Debtor and Lender as the Secured
Party) filed as a fixture filing in accordance with the applicable provisions of the Uniform Commercial
Code upon such of the Property that is or may become fixtures,
Section 1.5 Pledges of Monies Held. Borrower hereby pledges to Lender any and all
monies now or hereafter held by Lender or on behalf of Lender, including, without limitation, any sums
deposited in the Accounts, the Reserve Funds and Net Proceeds, as additional security for the Obligations
until expended or applied as provided in this Security Instrument or the Loan Documents.
CONDITIONS TO GRANT
TO HAVE AND TO HOLD the above granted and described Property unto and to
Trustee for the use and benefit of Lender and its successors and assigns, forever, and Borrower does
hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND the title to the
Property unto Trustee for the benefit of Lender against every Person whomsoever lawfully claiming or to
claim the same or any part thereof by, through or under Borrower for the purposes and uses herein set
forth;
WITH POWER OF SALE (to the extent permitted by applicable Legal Requirements), to
secure the payment to Lender of the Debt secured hereby and performance of the Other Obligations (as
hereafter defined) at the time and in the manner provided for in the Note, the Loan Agreement, this
Security Instrument and the other Loan Documents;
PROVIDED, HOWEVER, these presents are upon the express condition that, if
Borrower shall pay to Lender the Debt in the manner provided in the Note, the Loan Agreement and this
Security Instrument and the other Loan Documents, these presents and the estate hereby granted shall
cease, terminate and be void.
ARTICLE II
DEBT AND OBLIGATIONS SECURED
Section 11 Debt, This Security Instrument and the grants, assignments and transfers
made in Article I are given for the purpose of securing the Debt, which by its definition (as set forth in the
Loan Agreement) includes, but is not limited to, the obligations of Borrower to pay to Lender the
principal and interest owing pursuant to the terms and condition of the Note.
Section 2.2 Other Obligations. This Security Instrument and the grants, assignments
and transfers made in Article I are also given for the purpose of securing the following (collectively, the
"Other Obligations"):
(a) the performance of all other obligations of Borrower contained herein;
(b) the performance of each obligation of Borrower contained in the Loan
Agreement and any other Loan Document;
LEGAL_US_E# 189831609.7
(c) the performance of each obligation of Borrower contained in any
renewal, extension, amendment, modification, consolidation, change of or substitution or replacement
for, all or any part of the Note, the Loan Agreement or any other Loan Document; and
(d) all other and any additional debts, obligations and liabilities of every
]rind and character of Borrower, whether now or hereafter existing, in favor of Lender, pursuant to the
Loan Documents, regardless of whether such debts, obligations and liabilities be direct or indirect,
primary, secondary, joint, several, joint and several, fixed or contingent, unsecured or secured by
additional or different securities, it being contemplated by Borrower and Lender that Borrower may
hereafter become indebted to Lender in further sum or sums under the Loan Documents.
Borrower, and each party at any time claiming an interest in or lien or encumbrance against the
Property, agrees that all advances made by Lender from time to time under any of the Loan Documents,
and all other portions of the Obligations herein referred to, shall be secured by this Security Instrument
with priority as if all of the same had been advanced, had arisen or became owing or performable on the
date of this Security Instrument. No reduction of the outstanding principal balance under the Note shall
extinguish, release or subordinate any rights, titles, interests, liens, security interests, powers or privileges
intended, created or arising hereunder or under any other Loan Document, and this Security Instrument
shall remain in firll force and effect as to any subsequent advances or subsequently arising portions of the
Obligations without loss of priority until the Obligations are fully paid, performed and satisfied, all
agreements and obligations, if any, of Lender for further advances have been terminated and this Security
Instrument has been released of record by Lender.
Section 2.3 Debt and Other Obligations. Borrower's obligations for the payment of
the Debt and the performance of the Other Obligations may sometimes be referred to collectively herein
as the "Obligations."
ARTICLE III
BORROWER COVENANTS
Borrower covenants and agrees that:
Section 3.1 Payment of Debt. Borrower will pay the Debt at the time and in the
manner provided in the Loan Agreement, the Note, this Security Instrument and the other Loan
Documents.
Section 3.2 Incornoration by Reference. All the covenants, conditions and
agreements contained in (a) the Loan Agreement, (b) the Note and (c) all and any of the other Loan
Documents, are hereby made a part of this Security Instrument to the same extent and with the same force
as if fully set forth herein.
ARTICLE IV
OBLIGATIONS AND RELIANCES
Section 4.1 Relationship of Borrower and Lender. The relationship between
Borrower and Lender is solely that of debtor and creditor, and Lender has no fiduciary or other special
relationship with Borrower, and no term or condition of any of the Loan Agreement, the Note, this
Security Instrument and the other Loan Documents shall be construed so as to deem the relationship
between Borrower and Lender to be other than that of debtor and creditor.
LEGAL_US_P. # 189831609.7
Section 4.2 No Reliance on Lender. The general parhrers, members, principals and
(if Borrower is a trust) beneficial owners of Borrower, as applicable, are experienced in the ownership
and operation of properties similar to the Property, and Borrower and Lender are relying solely upon such
expertise and business plan in connection with the ownership and operation of the Property. Borrower is
not relying on Lender's expertise, business acumen or advice in connection with the Property.
Section 4.3 No Lender Obligations. (a) Notwithstanding the provisions of Sections
jkW and (n) or Section 1.2 hereof, Lender is not obligated hereunder to undertake the performance of (i)
any obligations render the Leases or (ii) any obligations with respect to any other agreements, contracts,
certificates, instruments, franchises, permits, trademarks, licenses or other documents,
(b) By accepting or approving anything required to be observed, performed
or fulfilled or to be given to Lender pursuant to this Security Instrmnent, the Loan Agreement, the Note or
the other Loan Documents, including, without limitation, any officer's certificate, balance sheet,
statement of profit and loss or other financial statement, survey, appraisal, or Policy, Lender shall not be
deemed to have warranted, consented to, or affirmed the sufficiency, the legality or effectiveness of same,
and such acceptance or approval thereof shall not constitute any warranty or affirmation with respect
thereto by Lender.
Section 4.4 Reliance. Borrower recognizes and acknowledges that (a) in accepting
the Loan Agreement, the Note, this Security Instrument and the other Loan Documents, Lender is
expressly and primarily relying on the truth and accuracy of the warranties and representations set forth in
Section 4.1 of the Loan Agreement without any obligation to investigate the Property and notwithstanding
any investigation of the Property by Lender; (b) such reliance existed on the part of Lender prior to the
date hereof; (c) the warranties and representations are a material inducement to Lender in making the
Loan; and (d) Lender would not be willing to make the Loan and accept this Security Instrument in the
absence of the warranties and representations as set forth in Section 4.1 of the Loan Agreement.
ARTICLE V
FURTHER ASSURANCES
Section 5.1 Recording of Security Instrument etc. Borrower forthwith upon the
execution and delivery of this Security Instrument and thereafter, from time to time, will cause this
Security Instrument and any of the other Loan Documents creating a Lien or security interest or
evidencing the Lien hereof upon the Property and each instrument of further assurance to be filed,
registered or recorded in such manner and in such places as may be required by any present or fixture
Legal Requirements in order to publish notice of to protect and perfect the Lien or security interest hereof
upon, and the interest of Lender in, the Property. Borrower will, subject to the terms of and solely to the
extent provided in the Loan Agreement, pay all Other Taxes and all expenses incident to the preparation,
execution, acknowledgment and/or recording of the Note, this Security Instrument, the other Loan
Documents, any note, deed of trust or mortgage supplemental hereto, any other security instrument with
respect to the Property and any instrument of further assurance, and any modification or amendment of
any of the foregoing documents, and, subject to the terms of and solely to the extent provided in the Loan
Agreement, Other Taxes arising out of or in connection with the execution and delivery of this Security
Instrument, any deed of trust or mortgage supplemental hereto, any other security instrument with respect
to the Property or any instrument of further assurance, and any modification or amendment of the
foregoing documents, except where prohibited by any Legal Requirement so to do.
Section 5.2 Further Acts etc. Subject to the terms of and solely to the extent
provided in the Loan Agreement, Borrower will, at the sole cost and expense of Borrower, and without
LEGAL -US _E# 189831609.7
expense to Lender, do, execute, acknowledge and deliver all appropriate acts, deeds, conveyances, deeds
of trust, mortgages, assignments, notices of assignments, transfers and assurances as Lender shall, from
time to time, reasonably require, for assuring, conveying, assigning, transferring, and confirming unto
Lender the property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed,
pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Borrower
may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or
facilitating the performance of the terms of this Security Instrument or for filing, registering or recording
this Security Instrument, or for complying with all Legal Requirements, in each case, to the extent same
do not increase the obligations, or decrease the rights of Borrower in any material respect. Borrower,
within ten (10) Business Days of request by Lender, will execute and deliver, and in the event Borrower
shall fail to so execute and deliver within such ten (10) Business Day period, hereby authorizes Lender to
execute in the name of Borrower or without the signature of Borrower to the extent Lender may lawfiilly
do so, one or more financing statements (including, without limitation, initial financing statements and
amendments thereto and continuation statements) to evidence the security interest of Lender in the
Property. Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the
purpose of exercising and perfecting any and all rights and remedies available to Lender at law and in
equity, including, without limitation, such rights and remedies available to Lender pursuant to this Section
5_2. To the extent not prohibited by applicable Legal Requirements, Borrower hereby ratifies any such
acts Lender has lawfully done in the past or shall lawfully do or cause to be done in the future by virtue of
such power of attorney.
Section 5.3 Changes in Legal Requirements.
(a) If any Legal Requirement is enacted or adopted or amended after the date
of this Security Instrument which deducts the Debt from the value of the Property for the purpose of
taxation or which imposes a tax, either directly or indirectly, on the Debt or Lender's interest in the
Property, Borrower will pay such tax, with interest and penalties thereon, if any. If Lender is advised by
counsel chosen by it that the payment of such tax by Borrower would be unlawful or taxable to Lender or
unenforceable or provide the basis for a defense of usury then Lender shall have the option, upon request
of such Lender, provided said Lender is requesting the same from its other similarly situated borrowers, if
any, by written notice of not less than one hundred twenty (120) days to declare the Debt immediately due
and payable, without payment of prepayment penalty or premium (and any failure to repay the Debt by
the end of such 120-day period shall be an Event of Default).
(b) Borrower will not claim or demand or be entitled to any credit or credits
on account of the Debt for any part of the Property Taxes or Other Charges assessed against the Property,
or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of the
Property, or any part thereof, for property tax purposes by reason of this Security Instrument or the Debt.
If such claim, credit or deduction shall be required by Legal Requirements, then Lender shall have the
option, by written notice of not less than one hundred twenty (120) days, to declare the Debt immediately
due and payable, without payment of any prepayment penalty or premium (and any failure to repay the
Debt by the end of such 120-day period shall be an Event of Default).
(c) If at any time the United States of America, any State thereof or any
subdivision of any such State shall require revenue or other stamps to be affixed to the Note, this Security
Instrument, or any of the other Loan Documents or shall impose any similar tax or charge on the same,
Borrower will pay for the same, with interest and penalties thereon, if any, subject to the terms of and
solely to the extent provided by the Loan Agreement.
Section 5.4 Severing of Security Instrument. Subject to and in accordance with the
terms of the Loan Agreement, this Security Instrument and the Note may, at any time (whether prior to or
10
LEGAL US ER 189831609.7
after any sale, participation or Securitization of all or any portion of the Loan) until the same shall be fully
paid and satisfied, at the sole election of Lender, be severed into two or more notes and two or more
security instruments in such denominations as Lender shall determine in accordance with the Loan
Agreement, each of which shall cover all or a portion of the Property to be more particularly described
therein. To that end, to the extent provided in the Loan Agreement, Borrower, upon written request of
Lender, shall execute, acknowledge and deliver to Lender and/or its designee or designees, substitute
notes and security instruments in such principal amounts, aggregating not more than the then unpaid
principal amount of the Note, and containing terms, provisions and clauses substantially similar to those
contained herein and in the Note, and such other documents and instruments as may be required by
Lender; provided, in each case, same do not increase the obligations or decrease the rights of Borrower in
any material respect.
Section 5.5 Replacement Documents. Upon receipt of an affidavit of an officer of
Lender as to the loss, theft, destruction or mutilation of the Note or any other Loan Document which is
not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note
or other Loan Document, Borrower will issue, in lieu thereof, a replacement Note or other Loan
Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Loan Document in the
same principal amount thereof and otherwise in the same form as such lost, stolen, destroyed or mutilated
document.
ARTICLE VI
DUE ON SALE/ENCUMBRANCE
Section 6.1 Lender Reliance. Borrower acknowledges that Lender has examined and
relied on the experience of Borrower and its general partners, members, principals and (if Borrower is a
trust) beneficial owners in owning and operating properties such as the Property in agreeing to make the
Loan, and will continue to rely on Borrower's ownership of the Property as a means of maintaining the
value of the Property as security for the payment of the Debt and the performance of the Other
Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the
Property so as to ensure that, should Borrower default in the payment of the Debt or the performance of
the Other Obligations, Lender can recover the Debt by a sale of the Property.
Section 6.2 No Sale/Encumbrance. Neither Borrower nor any Borrower Party shall
Transfer the Property or any part thereof or any interest therein or permit or suffer the Property or any
part thereof or any interest therein to be Transferred in violation of the Loan Agreement.
ARTICLE VII
RIGHTS AND REMEDIES UPON DEFAULT
Section 7.1 Events of Default. The occurrence of an "Event of Default" under the
Loan Agreement shall be an "Event of Default" under this Security Instrument.
Section 7.2 Remedies. Upon the occurrence and during the continuance of any
Event of Default, Borrower agrees that Lender may take such action, without notice or demand but
subject to applicable Legal Requirements, as it deems advisable to protect and enforce its rights against
Borrower and in and to the Property, including, but not limited to, the following actions, each of which
may be pursued concurrently or otherwise, at such time and in such order as Lender may determine, in its
sole discretion, without impairing or otherwise affecting the other rights and remedies of Lender:
I1
LCGAL_US_E # 189831609,7
(a) subject to the terms of the Loan Agreement, accelerate the Maturity Date
of the Debt and declare any or all of the indebtedness secured hereby or by any other Loan Document to
be immediately due and payable without any presentment, demand, protest, notice or action of any kind
whatever (each of which is hereby expressly waived by Borrower), whereupon the same shall become
immediately due and payable. Upon any such acceleration, payment of such accelerated amount shall
constitute a prepayment of the principal balance of the Note and any applicable prepayment fee, if any,
provided for in the Note shall then be immediately due and payable;
(b) cause the Trustee to institute proceedings, judicial or otherwise, for the
complete foreclosure of this Security Instrument under any applicable provision of any Legal
Requirement, in which case the Property or any interest therein may be sold for cash or upon credit in one
or more parcels or in several interests or portions and in any order or manner as Lender shall elect in its
sole and absolute discretion;
(c) with or without entry, to the extent permitted and pursuant to the
procedures provided by applicable Legal Requirements, cause the Trustee to institute proceedings for the
partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to
the continuing Lien and security interest of this Security Instrument for the balance of the Debt and the
Other Obligations not then due, unimpaired and without loss of priority;
(d) cause the Trustee to sell for cash or upon credit the Property or any part
thereof and all estate, claim, demand, right, title and interest of Borrower therein and rights of redemption
thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such
time and place, upon such terms and after such notice thereof, all as may be required or permitted by any
Legal Requirement, and, without limiting the foregoing:
(i) In connection with any sale or sales hereunder, Lender shall be
entitled to elect to treat any of the Property which consists of (A) a right in action, (B) which is property
that can be severed from the Land covered hereby, or (C) any Improvements (without causing structural
damage thereto), as if the same were personal property, and dispose of the same in accordance with
applicable Legal Requirements, separate and apart from the sale of the Land. Where the Property consists
of Land, Personal Property, Equipment or Fixtures, whether or not such Personal Property or Equipment
is located on or within the Land, Lender shall be entitled to elect to exercise its rights and remedies
against any or all of the Land, Personal Property, Equipment and Fixtures in such order and manner as is
now or hereafter permitted by applicable Legal Requirements;
(ii) Lender shall be entitled to elect to proceed against any or all of
the Land, the Personal Property, the Equipment and the Fixtures in any manner permitted under
applicable Legal Requirements; and if Lender so elects pursuant to applicable Legal Requirements, the
power of sale herein granted shall, to the fullest extent permitted by applicable Legal Requirements, be
exercisable with respect to all or any of the Land, the Personal Property, the Equipment and the Fixtures
covered hereby, as designated by Lender, and Trustee, upon the direction of Lender, is hereby authorized
and empowered to conduct any such sale of any Land, Personal ,Property, Equipment and Fixtures in
accordance with the procedures applicable to the Land;
(iii) Should Lender elect to sell any portion of the Property which is
Land or which is Personal Property, Equipment or Fixtures that Lender has elected under applicable Legal
Requirements to sell together with the Land in accordance with the Legal Requirements governing a sale
of the Land, Lender shall give notice to Trustee of the occurrence and continuance of an Event of Default,
if any, and its election to sell such Property and Trustee shall thereafter give such notice as may then be
required by any Legal Requirement. Thereafter, upon the expiration of such time and the giving of such
12
LEGAL US Efl 189831609.7
notice of sale and the expiration of any required time period as may then be required by applicable Legal
Requirements, subject to the terms hereof and of the other Loan Documents, and without the necessity of
any demand on Borrower, except to the extent required under applicable Legal Requirements, or Lender
at the time and place specified in the notice of sale, Trustee shall sell such Land or part thereof at public
auction to the highest bidder for cash in lawful money of the United States. Lender may from time to
time postpone any sale hereunder by causing Trustee to make public announcement thereof at the time
and place noticed for any such sale;
(iv) If the Property consists of several lots, parcels, condominium
units or items of property, Lender shall, subject to applicable Legal Requirements, (A) designate the order
in which such lots, parcels or items shall be offered for sale or sold, or (B) elect to sell such lots, parcels
or items through a single sale, or through two or more successive sales, or in any other manner Lender
designates. Any Person, including Borrower, Trustee or Lender, may purchase at any sale hereunder.
Should Lender desire that more than one sale or other disposition of the Property be conducted, Lender
shall, subject to applicable Legal Requirements, cause such sales or dispositions to be conducted
simultaneously, or successively, on the same day, or at such different days or times and in such order as
Lender may designate, and no such sale shall terminate or otherwise affect the lien of this Security
Instrument on any part of the Property not sold until all the Obligations have been satisfied in full
(exclusive of any indemnification or other obligations which are expressly stated in any of the Loan
Documents to survive repayment of the Debt). In the event Lender elects to cause Trustee to dispose of
the Property through more than one sale, except as otherwise provided by applicable Legal Requirements,
Borrower agrees to pay the third -party, actual out of pocket costs and expenses of each such sale and of
any judicial proceedings wherein such sale may be made; and
(v) upon any such foreclosure sale, Lender may, if permitted by
applicable Legal Requirements, after allowing for the proportion of the total purchase price required to be
paid in cash and to the third party, out of pocket costs and expenses of the sale, compensation and other
charges, in paying the purchase price apply any portion of or all sums due to Lender under the obligations
secured by this Security Instrument, in lieu of cash, to the amount which shall, upon distribution of the net
proceeds of such sale, be payable thereon;
(e) institute an action, suit or proceeding in equity for the specific
performance of any covenant, condition or agreement contained herein, in the Note, the Loan Agreement
or in the other Loan Documents;
(I) recover judgment on the Note either before, during or after any
proceedings for the enforcement of this Security Instrument or the other Loan Documents;
(g) apply for the appointment of a receiver, trustee, liquidator or conservator
of the Property, without notice and without regard for the adequacy of the security for the Debt and
without regard to the solvency of Borrower, any guarantor or indemnitor with respect to the Loan or any
Pelson otherwise liable for the payment of the Debt or any part thereof, it being agreed that Lender shall
be entitled to appointment of such receiver, trustee, liquidator or conservator as a matter of right;
(h) the license granted to Borrower under Section 1 2 shall automatically be
revoked and Lender may, unless prohibited by applicable Legal Requirements and subject to the rights of
parties in possession thereof, enter into or upon the Property, either personally or by its agents, nominees
or attorneys, and dispossess Borrower and its agents and servants therefrom, without liability for trespass,
damages or otherwise, and exclude Borrower and its agents or servants wholly therefrom, and take
possession of all books, records and accounts relating thereto and Borrower agrees to surrender
Possession of the Property and of such books, records and accounts to Lender upon demand, and
13
LEGAL -US _EH 189831609.7
thereupon Lender may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise
deal with all and every part of the Property and conduct the business thereat, (ii) complete any
construction on the Property in such manner and form as Lender deems advisable, (iii) make alterations,
additions, renewals, replacements and improvements to or on the Property, (iv) exercise all rights and
powers of Borrower with respect to the Property, whether in the name of Borrower or otherwise,
including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict
tenants, and demand, sue for, collect and receive all Rents of the Property and every part thereof, (v)
require Borrower to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, the
fair and reasonable rental value for the use and occupation of such part of the Property as may be
occupied by Borrower, (vi) require Borrower to vacate and surrender possession of the Property to Lender
or to such receiver and, in default thereof: Borrower may be evicted by summary proceedings or
otherwise, and (vii) apply the receipts from the Property to the payment of the Debt and the performance
of the Other Obligations, in such order, priority and proportions as Lender shall deem appropriate in its
sole discretion after deducting therefrom all third -party, out of pocket costs and expenses (including,
without limitation, reasonable attorneys' fees and costs) incurred by Lender in connection with the
aforesaid operations and all amounts necessary to pay the Property Taxes, Other Charges, Insurance
Premiums and other expenses in connection with the Property, as well as just and reasonable
compensation for the services of Lender, its counsel, agents and employees;
W exercise any and all rights and remedies granted to a secured party upon
default under the Uniform Commercial Code, including, without limiting the generality of the foregoing:
(i) the right to take possession of the Fixtures, the Equipment and/or the Personal Property or any part
thereof, and to take such other measures as Lender may deem necessary for the care, protection and
preservation of the Fixtures, the Equipment and/or the Personal Property; and (ii) request Borrower at its
sole cost and expense to assemble the Fixtures, the Equipment and/or the Personal Property and make it
available to Lender at a convenient place acceptable to Lender. Any notice of sale, disposition or other
intended action by Lender with respect to the Fixtures, the Equipment and/or the Personal Property sent to
Borrower in accordance with the provisions hereof at least ten (10) Business Days prior to such action,
shall constitute commercially reasonable notice to Borrower;
(j) apply any sums then deposited or held in escrow or otherwise by or on
behalf of Lender in accordance with the terms of the Loan Agreement, this Security Instrument or any
other Loan Document to the payment of the following items in any order in its sole discretion:
G) Property Taxes and Other Charges;
(ii) Insurance Premiums;
(iii) interest on the unpaid principal balance of the Note;
(iv) amortization of the unpaid principal balance of the Note;
(v) all other sums payable pursuant to the Note, the Loan
Agreement, this Security Instrument and the other Loan Documents, including, without limitation,
advances made by Lender pursuant to the terms of this Security Instrument or the Loan Agreement;
(k) pursue such other remedies as Lender may have under applicable Legal
Requirements; and/or
14
LEGAL US Efl 189831609.7
(1) apply the undisbursed balance of any Net Proceeds Deficiency deposit,
together with interest thereon, to the payment of the Debt in such order, priority and proportions as
Lender shall deem to be appropriate in its sole and absolute discretion (without payment of the Exit Fee).
In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of the Property, this
Security Instrument shall continue as a lien and security interest on the remaining portion of the Property
unimpaired and without loss of priority.
Section 7.3 Application of Proceeds. The purchase money, proceeds and avails of
any disposition of the Property (after deducting all costs, fees and expenses of Trustee and of this Security
Instrument), and or any part thereof, or any other stuns collected by Lender pursuant to the Note, this
Security Instrument or the other Loan Documents, may be applied by Lender to the payment of the Debt
in such priority and proportions as Lender in its discretion shall deem proper, to the extent consistent with
applicable Legal Requirements.
Section 7.4 Right to Cure Defaults. Upon the occurrence and during the continuance
of any Event of Default, Lender may, but without any obligation to do so and without notice to or demand
on Borrower (except as expressly required pursuant to applicable Legal Requirements or the Loan
Documents) and without releasing Borrower from any obligation hereunder, make any payment or do any
act required of Borrower hereunder in such manner and to such extent as Lender may deem necessary to
protect the security hereof. Lender is authorized to enter upon the Property for such purposes, or appear
in, defend, or bring any action or proceeding to protect its interest in the Property or to foreclose this
Security Instrument or collect the Debt, and the actual out-of-pocket cost and expense thereof (including,
without limitation, reasonable, third -party actual attorneys' fees and expenses to the extent permitted by
applicable Legal Requirements) with interest as provided in this Section 7.4, shall constitute a portion of
the Debt and shall be due and payable to Lender ten (10) Business Days after written demand. All such
third party, out of pocket costs and reasonable expenses incurred by Lender in remedying any Event of
Default or in appearing in, defending, or bringing any such action or proceeding, as hereinafter provided,
shall bear interest at the Default Rate, for the period beginning on the first day after notice from Lender
that such cost or expense was incurred and continuing until the date of payment to Lender. All such third
party, out of pocket costs and reasonable expenses incurred by Lender together with interest thereon
calculated at the Default Rate shall be deemed to constitute a portion of the Debt and to be secured by this
Security Instrument and the other Loan Documents and shall be due and payable ten (10) Business Days
after written demand by Lender therefor.
Section 7.5 Actions and Proceedings Lender has the right to appear in and defend
any action or proceeding brought with respect to Lender's security interest in the Property and to bring
any action or proceeding, which Lender, in its sole and absolute discretion, decides should be brought to
protect its interest in the Property.
Section 7.6 Recovery of Sums Required To Be Paid. During an ongoing Event of
Default, Lender shall have the right from time to time to take any action to recover any sum or sums
which constitute a part of the Debt as the same become due, without regard to whether or not the balance
of the Debt shall be due, and without prejudice to the right of Lender thereafter to bring an action of
foreclosure, or any other action, for an Event of Default that has occurred and is continuing by ,Borrower
existing at the time such earlier action was commenced.
Section 7.7 Other Rights. etc,
(a) The failure of Lender to insist upon strict performance of any term hereof
shall not be deemed to be a waiver of any term of this Security Instrument. Borrower shall not be
15
LEGAL US E{! 189831609.7
relieved of Borrower's obligations hereunder by reason of (i) the failure of Lender to comply with any
request of Borrower or any guarantor or indemnitor with respect to the Loan to take any action to
foreclose this Security Instrument or otherwise enforce any of the provisions hereof or of the Note or the
other Loan Documents, (ii) the release, regardless of consideration, of the whole or any part of the
Property, or of any Person liable for the Obligations or any portion thereof, or (iii) any agreement or
stipulation by Lender extending the time of payment or otherwise modifying or supplementing the terms
of the Note, the Loan Agreement, this Security Instrument or the other Loan Documents except as
expressly set forth therein.
(b) It is agreed that the risk of loss or damage to the Property is on Borrower,
and Lender shall have no liability whatsoever for any decline in value of the Property, for failure to
maintain the Policies, or for failure to determine whether insurance in force is adequate as to the amount
of risks insured. Possession by Lender shall not be deemed an election of judicial relief if any such
possession is requested or obtained with respect to any Property or collateral not in Lender's possession,
except, in each case, to the extent caused by the gross negligence, willful misconduct, bad faith, or fraud
of Lender.
(0) Lender may resort for the payment of the Debt and the performance of
the Other Obligations to any other security held by Lender in connection with the Loan in such order and
manner as Lender, in its sole discretion, may elect. Lender may take action to recover the Debt, or any
portion thereof, or to enforce the Other Obligations or any covenant hereof without prejudice to the right
of Lender thereafter to foreclose this Security Instrument. The rights of Lender under this Security
Instrument shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the
others. No act of Lender shall be construed as an election to proceed under any one provision herein to
the exclusion of any other provision. Lender shall not be limited exclusively to the rights and remedies
herein stated but shall be entitled to every right and remedy now or hereafter afforded at law or in equity.
Section 7.8 Right to Release Any Portion of the Property. Lender may release any
portion of the Property for such consideration as Lender may require without, as to the remainder of the
Property, in any way impairing or affecting the lien or priority of this Security Instrument, or improving
the position of any subordinate lienholder with respect thereto, except to the extent that the Debt shall
have been reduced by the actual monetary consideration, if any, received by Lender for such release, and
may accept by assignment, pledge or otherwise any other property in place thereof as Lender may require
without being accountable for so doing to any other lienholder. This Security Instrument shall continue
as a lien and security interest in the remaining portion of the Property.
Section 7.9 Intentionally Omitted.
Section 7.10 Right of Entry. Subject to and solely to the extent permitted by the Loan
Documents, upon reasonable advance written notice to Borrower and subject to the rights of any tenants
pursuant to the Leases, Lender and its agents shall have the right to enter and inspect the Property at all
reasonable times.
ARTICLE VIII
WAIVERS
Section 8.1 Waiver of Counterclaim. To the extent permitted by applicable Legal
Requirements, Borrower hereby waives the right to assert a counterclaim, other than a mandatory or
compulsory counterclaim, in any action or proceeding brought against it by Lender arising out of or in
any way connected with this Security Instrument, the Loan Agreement, the Note, any of the other Loan
16
LEGAL_US_EP 189831609.7
Documents, or the Obligations. Notwithstanding the foregoing, Borrower does not waive its right to
assert (i) in good faith, a defense that any obligation in question has been performed, and (ii) any claim
which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against
Lender in any separate action or proceeding.
Section 8.2 Marshalling and Other Matters. To the extent permitted by applicable
Legal Requirements, Borrower hereby waives the benefit of all appraisement, valuation, stay, extension,
reinstatement and redemption Legal Requirements now or hereafter in force and all rights of marshalling
in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further,
Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of
foreclosure of this Security Instrument on behalf of Borrower, and on behalf of each and every Person
acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on
behalf of all persons to the extent permitted by applicable Legal Requirements.
Section 8.3 Waiver of Notice. To the extent permitted by applicable Legal
Requirements, Borrower shall not be entitled to any notices of any nature whatsoever from Lender except
with respect to matters for which this Security Instrument or the other Loan Documents specifically and
expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for
which Lender is required by applicable Legal Requirements to give notice, and Borrower hereby
expressly waives the right to receive any notice from Lender with respect to any matter for which this
Security Instrument or other Loan Documents do not specifically and expressly provide for the giving of
notice by Lender to Borrower.
Section 8.4 Waiver of Statute of Limitations. To the fullest extent permitted by
applicable Legal Requirements, Borrower hereby expressly waives and releases its right to plead any
statute of limitations as a defense to payment of the Debt or performance of the Other Obligations,
Section 8.5 Waiver of Jury Trial. BORROWER AND LENDER (BY ITS
ACCEPTANCE ]HEREOF) HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE
TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE
EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO
THIS SECURITY INSTRUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION
ARISING IN CONNECTION HEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS
INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO
WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND
BORROWER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN
ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER AND
LENDER, NOTWITHSTANDING THE FOREGOING, AND NOTWITHSTANDING THE EXPRESS
INTENTION OF THE PARTIES THAT NEW YORK LAW SHALL APPLY TO THIS SECURITY
INSTRUMENT, IF AND TO TILE EXTENT TIIAT A COURT OF COMPETENT JURISDICTION
DETERMINES THAT CALIFORNIA LAW APPLIES TO THIS SECURITY INSTRUMENT,
BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY
ACTION TO RESOLVE A DISPUTE RELATING TO OR ARISING OUT OF THIS SECURITY
INSTRUMENT SHALL BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO SECTION
638, ET SEQ., OF THE CALIFORNIA CODE OF CIVIL PROCEDURE AND BORROWER AND
LENDER SHALL ATTEMPT TO SELECT AND PROPOSE JOINTLY TO THE COURT A
MUTUALLY AGREEABLE RETIRED JUDGE AS A REFEREE AND, FAILING TIIAT, EACH OF
BORROWER AND LENDER SHALL RECOMMEND TO TIE COURT A LIST OF RETIRED
JUDGES WHO MAY SERVE AS THE REFEREE. BORROWER AND LENDER KNOWINGLY
AND IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY
17
LEGAL US EN 189831609.7
ACTION TO RESOLVE ANY DISPUTE RELATING TO OR ARISING OUT OF THIS SECURITY
INSTRUMENT OR ANY PART THEREOF; AND IN CONNECTION WITH THIS SECURITY
INSTRUMENT, BORROWER REPRESENTS THAT IT HAS DISCUSSED SUCH WAIVER WITH
ITS OWN INDEPENDENT COUNSEL AND HAS RELIED ON ADVICE OF ITS COUNSEL AND
MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 Notices. All notices or other written communications hereunder shall be
delivered in accordance with Section 10.6 of the Loan Agreement.
Section 9.2 Governing Law: Jurisdiction: Service of Process WITH RESPECT TO
MATTERS RELATING TO THE CREATION, PERFECTION AND PROCEDURES RELATING TO
THE ENFORCEMENT OF THE LIENS CREATED PURSUANT TO THIS SECURITY
INSTRUMENT (INCLUDING, WITHOUT LIMITATION, FORECLOSURE), THIS SECURITY
INSTRUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED (WITIIOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF), IT BEING UNDERSTOOD THAT, EXCEPT AS
EXPRESSLY SET FORTH IN THIS PARAGRAPH AND TO THE FULLEST EXTENT PERMITTED
BY THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, AND EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN THE LOAN DOCUMENTS, THE LAW OF THE STATE
OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER
THAN §§ 5-1401 AND 5-1402 OF THE NEW YORI{ GENERAL OBLIGATIONS LAW)) SHALL
GOVERN ALL MATTERS RELATING TO THIS SECURITY INSTRUMENT AND THE OTHER
LOAN DOCUMENTS AND ALL OF THE INDEBTEDNESS OR OBLIGATIONS ARISING
HEREUNDER OR THEREUNDER PURSUANT TO SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW. ALL PROVISIONS OF THE LOAN AGREEMENT
INCORPORATED HEREIN BY REFERENCE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORE (WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF) PURSUANT TO SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW. BORROWER (A) AGREES THAT ANY SUIT, ACTION
OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY
INSTRUMENT MAY BE BROUGHT IN A COURT OF RECORD IN TFIE COUNTY WHERE THE
PROPERTY IS LOCATED OR IN THE COURTS OF THE UNITED STATES OF AMERICA
LOCATED 1N SAID COUNTY, (B) CONSENTS TO THE JURISDICTION OF EACH SUCH COURT
IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (C) WAIVES ANY OBJECTION WHICH IT
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY OF SUCH COURTS AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. BORROWER IRREVOCABLY
CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS 1N ANY SUCH SUIT, ACTION OR
PROCEEDING BY SERVICE OF COPIES OF SUCH PROCESS TO BORROWER AT ITS ADDRESS
PROVIDED HEREIN. NOTHING CONTAINED IN TIIIS SECURITY INSTRUMENT SHALL
PREVENT LENDER FROM BRINGING AN ACTION, ENFORCING ANY AWARD OR
JUDGMENT, OR EXERCISING ANY RIGHT OR REMEDY AGAINST BORROWER, OR AGAINST
ANY SECURITY OR COLLATERAL FOR THE DEBT, WITHIN ANY OTHER COUNTY, STATE
OR ANY OTHER FOREIGN OR DOMESTIC JURISDICTION.
Section 9.3 Usury Laws. Notwithstanding anything to the contrary contained herein,
(a) all agreements and communications between Borrower and Lender are hereby and shall automatically
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be limited so that, after taking into account all amounts deemed to constitute interest, the interest
contracted for, charged or received by Lender pursuant to the Loan Documents shall never exceed the
Maximum Legal Rate or the maximum lawful amount, (b) in calculating whether any interest exceeds the
Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the full
amount and term of all principal indebtedness of Borrower to Lender, and (c) if through any contingency
or event, Lender receives or is deemed to receive interest in excess of the Maximum Legal Rate, any such
excess shall be deemed to have been applied toward payment of the principal of any and all then
outstanding indebtedness of Borrower to Lender, or if there is no such indebtedness, shall ilmnediately be
returned to Borrower.
Section 9.4 Provisions Subject to Applicable Legal Requirements. All rights, powers
and remedies provided in this Security Instrument may be exercised only to the extent that the exercise
thereof does not violate any applicable provisions of any Legal Requirement and are intended to be
limited to the extent necessary so that they will not render this Security Instrument invalid, unenforceable
or not entitled to be recorded, registered or filed under the provisions of any applicable Legal
Requirement. If any term of this Security Instrument or any application thereof shall be invalid or
unenforceable, the remainder of this Security Instrument and any other application of the term shall not be
affected thereby.
Section 9.5 Definitions. All capitalized terms not defined herein shall have the
respective meanings set forth in the Loan Agreement. Unless the context clearly indicates a contrary
intent or unless otherwise specifically provided herein, words used in this Security Instrument may be
used interchangeably in singular or plural form and the word "Borrower" shall mean "each Borrower and
any subsequent owner or owners of the Property or any part thereof or any interest therein," the word
"Lender" shall mean "Lender and any subsequent holder of the Note," the word "Note" shall mean "the
Notes and any other evidence of indebtedness secured by this Security Instrument," the word "Property"
shall include any portion of the Property and any interest therein, and the phrases "attorneys' fees", "legal
fees" and "counsel fees" shall include any and all attorneys', paralegal and law clerk fees and
disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate
levels incurred or paid by Lender in protecting its interest in the Property, the Leases and the Rents and
enforcing its rights hereunder. Whenever the context may require, any pronouns used herein shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns
shall include the plural and vice versa.
Section 9.6 No Oral Change. This Security Instrument, and any provisions hereof,
may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act
or failure to act on the part of ,Borrower or Lender, but only by an agreement in writing signed by
Borrower, Trustee and Lender.
Section 9.7 Successors and Assigns. This Security Instrument shall be binding upon
and shall inure to the benefit of Borrower and Lender and their respective successors and assigns forever.
Lender shall have the right to assign or transfer its rights under this Security Instrument in connection
with any assignment of the Loan and the Loan Documents pursuant to and in accordance with the terms
and conditions of the Loan Agreement. Any assignee or transferee of Lender shall be entitled to all the
benefits afforded to Lender tinder this Security Instrument. Borrower shall not have the right to assign or
transfer its rights or obligations under this Security Instrument without the prior written consent of
Lender, except as otherwise provided in the Loan Agreement, and any attempted assignment in violation
of the Loan Agreement shall be null and void.
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Section 9.8 Inapplicable Provisions. If any term, covenant or condition of this
Security Instrument is held to be invalid, illegal or unenforceable in any respect, this Security Instrument
shall be construed without such provision.
Section 9.9 Headings, etc. The headings and captions of various Sections of this
Security Instrument are for convenience of reference only and are not to be construed as defining or
limiting, in any way, the scope or intent of the provisions hereof.
Section 9.10 Subrogation. If any or all of the proceeds of the Note have been used to
extinguish, extend or renew any indebtedness heretofore existing against the Property, then, to the extent
of the funds so used, Lender shall be subrogated to all of the rights, claims, liens, titles, and interests
existing against the Property heretofore held by, or in favor of, the holder of such indebtedness and such
former rights, claims, liens, titles, and interests, if any, are not waived but rather are continued in full
force and effect in favor of Lender and are merged with the lien and security interest created herein as
cumulative security for the payment of the Debt, the performance and discharge of Borrower's
obligations hereunder, under the Loan Agreement, the Note and the other Loan Documents and the
performance and discharge of the Other Obligations.
Section 9.11 Entire Agreement. The Note, the Loan Agreement, this Security
Instrument and the other Loan Documents constitute the entire understanding and agreement between
Borrower and Lender with respect to the transactions arising in connection with the Obligations and
supersede all prior written or oral understandings and agreements between Borrower and Lender with
respect thereto. Borrower hereby acknowledges that, except as incorporated in writing in the Note, the
Loan Agreement, this Security Instrument and the other Loan Documents, there are not, and were not, and
no Persons are or were authorized by Lender to make, any representations, understandings, stipulations,
agreements or promises, oral or written, with respect to the transaction which is the subject of the Note,
the Loan Agreement, this Security Instrument and the other Loan Documents.
Section 9.12 Limitation on Lender's Responsibility. No provision of this Security
Instrument shall operate to place any obligation or liability for the control, care, management or repair of
the Property upon Lender, nor shall it operate to make Lender responsible or liable for any waste
committed on the Property by the tenants or any other Person, or for any dangerous or defective condition
of the Property, or for any negligence in the management, upkeep, repair or control of the Property
resulting in loss or injury or death to any tenant, licensee, employee or stranger, except, in each case, to
the extent caused by the gross negligence, willful misconduct, bad faith, or fraud of Lender.. Nothing
herein contained shall be construed as constituting Lender as a "mortgagee in possession" unless Lender
actually elects in writing to become a "mortgagee in possession."
Section 9.13 After -Acquired Property. All property acquired by Borrower after the
date of this Security Instrument which by the terms of this Security Instrument shall be subject to the Lien
and the security interest created hereby, shall immediately upon the acquisition thereof by Borrower and
without further amendment, modification, supplement, conveyance or assignment become subject to the
Lien and security interest created by this Security Instrument. Nevertheless, Borrower shall execute,
acknowledge, deliver and record or file, as appropriate, all and every such further amendments,
modifications, supplements, security agreements, financing statements, assignments and assurances as
Lender shall require for accomplishing the purposes of this Security Instrument; provided, same does not
increase the obligations or decrease the rights of Borrower in any material respect.
Section 9.14 Counterparts. This Security Instrument may be executed in any number
of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an
original, and all of which shall be taken to be one and the same instrument, for the same effect as if all
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LEGAL US E9189831609.7
parties hereto had signed the same signature page. Any signature page of this Security Instrument may be
detached from any counterpart of this instrument without impairing the legal effect of any signatures
thereon and may be attached to another counterpart of this instrument identical in form hereto but having
attached to it one or more additional signature pages.
Section 9.15 Joint and Several Liability. If Borrower consists of more than one
Person or party, the obligations and liabilities of each such person or party shall be joint and several.
Section 9.16 Cross-Collateralization. In accordance with the terms and conditions of
the Loan Agreement, without limitation to any other right or remedy provided to Lender in this Security
Instrument or any of the other Loan Documents, Borrower acknowledges and agrees that (i) an Event of
Default occurring under the Loan Documents (regardless as to whether the same constitutes a breach by
Borrower of its obligations under this Security Instrument) constitutes an Event of Default for purposes of
this Security Instrument, and upon the occurrence and continuance of an Event of Default, to the fullest
extent permitted by applicable Legal Requirements, Lender shall have the right to pursue all of its rights
and remedies under this Security Instrument and/or under any of the other Loan Documents, in one
proceeding, or separately and independently in separate proceedings which Lender, in its sole and
absolute discretion, shall determine from time to time; (ii) Lender shall not be required to either marshal
assets, sell any collateral for the Loan in any inverse order of alienation, or be subjected to any "one
action" or "election of remedies" law or rule; (iii) the exercise by Lender of any remedies against any of
the collateral for the Loan shall not impede Lender from subsequently or simultaneously exercising
remedies against other collateral for the Loan; (iv) all Liens and other rights, remedies and privileges
provided to Lender in the Loan Documents or otherwise shall remain in full force and effect until Lender
has exhausted all of its remedies against the collateral for the Loan and all of the collateral for the Loan
has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Loan; and (v) the Property
shall remain security for the performance of all of Borrower's obligations hereunder, under the Note and
under any of the other Loan Documents. Borrower acknowledges that it shall be jointly and severally
liable for the obligations of all Borrowers under the Loan Documents.
Section 9.17 No Merger. Except as provided in the immediately following sentence,
it is hereby agreed by the parties that the fee title currently held by Borrower shall not merge with any
lease and shall always be kept separate and distinct, respectively, notwithstanding the union of such
estates in any one Person (or its successors and assigns), including Borrower or a third party, whether by
purchase or otherwise. If Borrower acquires such fee title or any other estate, title or interest in such
property, or any part thereof, the lien of this Security Instrument shall automatically spread and attach to,
cover and be a first lien upon such acquired estate, title or interest and the same shall thereupon and
thereafter be and become a part of the premises encumbered hereby with the same force and effect as if
specifically encumbered herein. Borrower agrees to execute all instruments and documents which Lender
may require to ratify, confirm and further evidence Lender's first lien on the acquired estate, title or
interest. Furthermore, upon an Event of Default and during the continuance thereof, Borrower hereby
appoints Lender its true and lawful attorney -in -fact to execute and deliver all such instruments and
documents in the name and on behalf of Borrower (this power, being coupled with an interest, shall be
irrevocable as long as the Debt secured hereby remains unpaid).
ARTICLE X
STATE -SPECIFIC PROVISIONS
Section 10.1 Principles of Construction. In the event of any inconsistencies between
the terms and conditions of this Article X and the other terms and conditions of this Security Instrument,
the tenns and conditions of this Article X shall control and be binding.
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Section 10.2 Remedies, Generally. Notwithstanding anything to the contrary
contained in this Security Instrument or any of the other Loan Documents, Lender shall have the right to
exercise any and all of its rights and remedies granted it hereunder, as well as all remedies available to it
under California Civil Code Section 2938 or any successor statute.
Section 10.3 Power of Sale. Lender may deliver to Trustee a written declaration of an
Event of Default and demand for sale which requests that Trustee record and serve a written notice of
default and of election to cause the Property to be sold, and cause any or all of the Property to be sold
under the power of sale granted by this Security Instrument in the manner herein.
Section 10.4 Declaration of Default: Acceptance. Lender shall (i) deliver to Trustee a
written declaration of an Event of Default which recites facts which demonstrate Borrower's default, and
a demand that Trustee sell the Property, and (ii) deposit the Note and this Security Instrument, if required
by applicable Legal Requirements, with Trustee. Trustee shall accept Lender's declaration of an Event of
Default as true and as demonstrative of Borrower's default and shall record and serve a written notice of
default and of election to cause the Property to be sold in the manner required by applicable Legal
Requirements.
Section 10.5 Rescission of Notice of Default, Lender may rescind any notice of
default at any time before Trustee's sale by executing a notice of rescission and recording it. The
recordation of the notice will constitute a cancellation of any prior declaration of an Event of Default and
demand for sale and of any acceleration of maturity of the Debt affected by any prior declaration or notice
of an Event of Default. The exercise by Lender of the right of rescission will not constitute a waiver of
any default then existing or subsequently occurring, or impair the right of Lender to execute other
declarations of default and demand for sale, or notices of default and of election to cause the Property to
be sold, nor otherwise affect the Note or this Security Instrument, or any of the rights, obligations or
remedies of Lender or Trustee hereunder or under applicable Legal Requirements.
Section 10.6 Date of Trustee's Sale. If, after the expiration of any period of time
provided by applicable Legal Requirements, Borrower's Event of Default has not been cured and
Borrower's Debt has not been reinstated in the manner required by applicable Legal Requirements,
Trustee shall establish a date for the sale of the Property and record and serve a notice of sale in the
manner required by applicable Legal Requirements.
Section 10.7 Trustee's Sale. If, on or before the date scheduled for the sale of the
Property, Borrower's Event of Default has not been cured and the Debt has not been reinstated or repaid,
as applicable, Trustee, without demand on Borrower, shall sell the Property at the time and place fixed by
Trustee in the notice of sale, either as a whole or in separate parcels, and in such order as Trustee may
determine, at public auction, and to any Person, including Borrower, Lender, or Trustee. The Property
shall be sold to the highest bidder for cash payable at the time of sale. Notwithstanding the foregoing,
instead of paying cash for the Property, Lender may credit the amount of its auction sale bid by the
amount of the Debt, or any fraction thereof, including, without limitation, Trustee's cost and expenses
from the sale of the Property. Lender will be entitled to bid, at any trustee's or foreclosure sale of the
Property, the amount of the Environmental Damages (as hereinafter defined), any costs incurred by
Lender Agent with respect to any Environmental Problem (as hereinafter defined) and interest in addition
to the amount of the Debt as a credit bid, the equivalent of cash. Furthermore, to the fiullest extent
permitted by applicable Legal Requirements, if a full credit bid has been made by Lender in the amount
of the Debt, other than indebtedness for Environmental Damages and any costs incurred by Lender with
respect to any Environmental Problem incurred by Lender, any indebtedness comprised of the
Environmental Damages and any costs incurred by Lender with respect to any Environmental Problem
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shall not be discharged by virtue of the full credit bid and shall remain an obligation of Borrower to be
satisfied under this Security Instrument.
Section 10.8 Delivery of Deed. Trustee shall deliver to the purchaser of the Property a
deed which conveys title to the Property without any covenant or warranty, express or implied. The
recitals in the deed of any matters or facts shall be conclusive proof of their truthfulness.
Section 10.9 Postponement of Trustee's Sale. Trustee may postpone the sale of all or
any portion of the Property in accordance with California Civil Code §2924g, by public announcement at
the time and place of sale, and from time to time thereafter Trustee may postpone such sale by public
announcement at the time fixed by the preceding postponement or as otherwise allowed by said statute.
Section 10.10 Application of Sale Proceeds. The proceeds of Trustee's public auction
of the Property shall be applied in the following manner: (i) payment of the portion of the Debt
attributable to the costs and expenses of the sale; (ii) repayment of the portion of the Debt attributable to
any sums expended or advanced by Lender (other than the Environmental Damages and costs incurred by
Lender with respect to any Environmental Problem) under the terms of this Security Instrument, plus
interest at the Default Rate; (iii) payment of the Debt and all other obligations of Borrower secured by this
Security Instrument, in any order that Lender chooses; (iv) repayment of the portion of the 'Debt
attributable to the Environmental Darnages and costs incurred by Lender with respect to any
Environmental Problem under the terms of this Security ,Instrument, plus interest at the Default Rate; and
(v) the remainder, if any, to satisfy the outstanding balance of obligations secured by any junior
encumbrances in the order of their priority, then to Borrower or Borrower's successor in interest.
Section 10.11 Proof of Compliance with the Law. In the event of a sale of the Property
or any part thereof, the recital in any deed transferring the Property, of (i) the occurrence of an Event of
Default, (ii) the due delivery and/or recordation of breach and election of sale, and (iii) the elapsing of the
required time period concerning such notices and the eventual sale, will be conclusive proof of the Event
of Default, recording, election of sale, elapsing of time, and the due giving of notice, and that such sale
was regularly and validly made upon proper demand by Lender. Any deed with these recitals will be
effectual and conclusive against Borrower, its successors, and assigns, and all other Persons. The receipt
for the purchase money recited or in any deed executed to the purchaser will be sufficient discharge to the
purchaser from all obligations to see to the proper application of the purchase money.
Section 10.12 Acceptance by Trustee. Trustee accepts this trust when this Security
Instrument, duly executed and acknowledged, is made a public record as provided by applicable Legal
Requirements. Trustee is not obligated to notify any party hereto of pending sale under any other deed of
trust or of any action or proceedings in which Borrower, Lender or Trustee shall be a party unless brought
by Trustee or as otherwise required by applicable Legal Requirements.
Section 10.13 Rights and Duties. It shall be no part of the duty of Trustee to see to any
recording, filing or registration of this Security Instrument or any other instrument in addition or
supplemental hereto, or to give any notice thereof, or to see to the payment of or be under any duty in
respect of any tax or assessment or other governmental charge which may be levied or assessed on the
Property, or any part thereof, or against Trustee, or to see to the performance or observance by Borrower
of any of the covenants and agreements contained herein. Trustee shall not be responsible for the
execution, acknowledgment or validity of this Security Instrument or of any instrument in addition or
supplemental hereto or for the sufficiency of the security purported to be created hereby, and makes no
representation in respect thereof or in respect of the rights of Lender, Trustee shall have the right to
advice of counsel upon any matters arising hereunder and shall be fully protected in relying as to legal
matters on the advice of counsel. Trustee shall not incur any personal liability hereunder except for its
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own fraud, gross negligence, illegal acts, bad faith, or willful misconduct and Trustee shall have the right
to rely on any instrument, document or signature authorizing or supporting any action taken or proposed
to be taken by Trustee hereunder and believed by Trustee in good faith to be genuine.
Section 10.14 Subrogation to Existing Liens; Vendor's Lien. To the extent that
proceeds of the Note are used to pay indebtedness secured by any outstanding lien, security interest,
charge or prior encumbrance against the Property, such proceeds have been advanced by Lender at
Trustee's request, and Lender shall be subrogated to any and all rights, security interests and liens owned
by any owner or holder of such outstanding liens, security interests, charges or encumbrances, however
remote, irrespective of whether said liens, security interests, charges or encumbrances are released, and all
of the same are recognized as valid and subsisting and are renewed and continued and merged herein to
secure the Debt, but the terms and provisions of this Security Instrument shall govern and control the
manner and terms of enforcement of the liens, security interests, charges and encumbrances to which
Lender is subrogated hereunder. It is expressly understood that, in consideration of the payment of such
indebtedness by Lender, Borrower hereby waives and releases all demands and causes of action for
offsets and payments in connection with the said indebtedness. If all or any portion of the proceeds of the
loan evidenced by the Note or of any other secured indebtedness has been advanced for the purpose of
paying the purchase price for all or a part of the Property, no vendor's lien is waived; and Lender shall
have, and is hereby granted, a vendor's lien on the Property as cumulative additional security for the
secured indebtedness. Lender may foreclose under this Security Instrument or under the vendor's lien
without waiving the other or may foreclose under both.
Section 10.15 Substitute Trustee. Trustee may resign by an instrument in writing
addressed to Lender, or Trustee may be removed at any time with or without cause by an instrument in
writing executed by Lender. In case of the death, resignation, removal or disqualification of Trustee, or if
for any reason Lender shall deem it desirable to appoint a substitute or successor trustee to act instead of
the herein named trustee or any substitute or successor trustee, then Lender shall have the right and is
hereby authorized and empowered to appoint a successor trustee, or a substitute trustee, without other
formality than appointment and designation hi writing executed by Lender, and the authority hereby
conferred shall extend to the appointment of other successor and substitute trustees successively until the
Debt secured hereby has been paid in full, or until the Property is frilly and finally sold hereunder. In the
event that the Debt is owned by more than one person or entity, the holder or holders of not lessthana
majority in amount of such indebtedness shall have the right and authority to make or otherwise provide
for the appointment of a successor or substitute trustee as provided for in the preceding sentence or to
remove Trustee as provided in the first sentence of this Section 10.15. Such appointment and designation
by Lender, or by the holder or holders of not less than a majority of the Debt secured hereby, shall be full
evidence of the right and authority to make the same and of all facts therein recited. If Lender is a
corporation or association or trust and such appointment is executed in its behalf by an officer or trustee
of such corporation or association or trust, such appointment shall be conclusively presumed to be
executed with authority and shall be valid and sufficient without proof of any action by the board of
directors or any superior officer of the corporation or association or trust. Upon the making of any such
appointment and designation, all of the estate and title of Trustee in the Property shall vest in the named
successor or substitute trustee, and it shall thereupon succeed to and shall hold, possess and execute, all of
the rights, powers, privileges, immunities and duties herein conferred upon Trustee; but, nevertheless,
upon the written request of Lender or of the successor or substitute trustee, the trustee ceasing to act shall
execute and deliver an instrument transferring to such successor or substitute trustee all of the estate and
title in the Property of the trustee so ceasing to act, together with all the rights, powers, privileges,
immunities and duties herein conferred upon the Trustee, and shall duly assign, transfer and deliver any of
the properties and moneys held by said trustee hereunder to said successor or substitute trustee. All
references herein to "Trustee" shall be deemed to refer to Trustee (including any successor substitute
appointed and designated as herein provided) from time to time acting hereunder.
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Section 10.16 No Liability of Trustee. TRUSTEE SHALL NOT BE LIABLE FOR
ANY ERROR OR JUDGMENT OR ACT DONE BY TRUSTEE IN GOOD FAITH, OR BE
OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES
WHATSOEVER (INCLUDING TRUSTEE'S NEGLIGENCE), EXCEPT FOR TRUSTEE'S GROSS
NEGLIGENCE, ILLEGAL ACTS, WILLFUL MISCONDUCT OR BAD FAITH. Trustee shall have the
right to rely on any instrument, document or signature authorizing or supporting any action taken or
proposed to be taken by it hereunder, believed by it in good faith to be genuine. All moneys received by
Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated in any manner from any other moneys (except to the extent
required by applicable Legal Requirements), and Trustee shall be under no liability for interest on any
moneys received by it hereunder. Trustee hereby ratifies and confirms any and all acts which the herein -
named Trustee or its successor or successors, substitute or substitutes, in this trustee, shall do lawfully by
virtue hereof,
Section 10.17 Judgment on Environmental Provision.
(a) Judgment Sought. Pursuant to California Code of Civil Procedure §736,
Lender may bring an action (as such term is defined in California Code of Civil Procedure §22) for breach
of contract against Borrower for breach of any provision contained in this Section 10.17(a) hereof (the
"Environmental Provision"), for the recovery of the Environmental Damages listed in Section 10.17(b)
hereof, and for the enforcement of the Environmental Provision, whether the Environmental Provision is
or was contained in or secured by this Security Instrument and whether or not this Security Instrument has
been discharged, reconveyed or foreclosed upon. Notwithstanding the foregoing, no injunction for the
enforcement of an Environmental Provision may be issued after (i) satisfaction of the Debt or (ii) transfer
of Borrower's right, title and interest in and to the "Real Property Security" (as such term is defined in
California Code of Civil Procedure §736(f)(4)) in a bona fide transaction to an unaffiliated third party for
fair value.
(b) Damages. The damages that Lender may recover pursuant to Section
10.1.7 a above shall be limited to reimbursement or indemnification of the following (collectively, the
"Environmental Damages"): (i) if not pursuant to an order of any Governmental Authority relating to
the cleanup, remediation, or other response action required by any applicable rule promulgated by a
Governmental Authority, those actual costs relating to a reasonable and good faith cleanup, remediation,
or other response action concerning a Release (such term shall have the meaning ascribed to it under
California Civil Code §2929.5 and under California Civil Code of Procedure §726.5 and §736) or
threatened release of Hazardous Substances (as defined in the Environmental Indemnity) (each an
"Environmental Problem") which is contemplated by the Environmental Provision; (ii) if pursuant to an
order of any Governmental Authority which is contemplated by the Environmental Provision, all amounts
reasonably and actually advanced in good faith by Lender in connection therewith, provided that Lender
negotiated, or attempted to negotiate, in good faith to minimize the amounts it was required to advance
under the order; (iii) indemnification against all liabilities of Lender to any third party relating to the
breach and not arising from acts, omissions or other conduct which occur after Borrower is no longer an
owner or operator of the "Real Property Security" in accordance with the standards set forth in California
Code of Civil Procedure §726.5(d); and (iv) reasonable attorneys' fees and costs actually incurred by
Lender relating to the breach. For the purposes of this Section 1017(b), the term "owner or operator"
means those persons described in §101(20)(A) of CERCLA). Notwithstanding the foregoing, the
Environmental Damages recoverable by Lender shall not include (A) any part of the principal amount or
accrued interest of the Debt, except for any amounts advanced by Lender to cure or mitigate the breach of
any Environmental Provision that is added to the principal amount, and contractual interest thereon, (B)
amounts which relate to a Release which was knowingly permitted, caused or contributed to by Lender or
any affiliate or agent of Lender or (C) which arises from acts, omissions or other conduct which occurs
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after Borrower is no longer an owner or operation of the "Real Property Security" in accordance with the
standards set forth in California Code Procedure §726.5(d).
Section 10.18 Waiver of Lien. Pursuant to the terms of California Code of Civil
Procedure §726.5, Lender may (i) waive its lien against (A) any parcel of "Real Property Security" that is
"environmentally impaired" (as such term is defined in California Code of Civil Procedure §726.5(e)(3),
or is an "affected parcel" (as such term is defined in California Code Civil Procedure §726.5(e)(1)), and
(B) all or any portion of the personal property attached to such parcels and (ii) exercise (A) the rights and
remedies of an unsecured creditor including reduction of its claim against Borrower to judgment and (B)
any other rights and remedies permitted by applicable Legal Requirements. As between Lender and
Borrower, for purposes of California Code of Civil Procedure §726.5, Borrower shall have the burden of
proving that (1) the Releases or threatened Release was not (y) knowingly or negligently caused or
contributed to, or (z) knowingly or willfully permitted or acquiesced to, by Borrower or any related party
(as such term is defined in California Code of Civil Procedure §726.5(e)(6)), or any affiliate or agent of
Borrower or any related party, and (2) in conjunction with the making, renewal or modification of the
Debt, (x) neither Borrower, any related party nor any affiliate or agent of Borrower or any related party
had actual knowledge or notice of the Releases or threatened Release of any Hazardous Substances, or (y)
if such a person had knowledge or notice of the Releases or threatened Release, Borrower made written
disclosure thereof to Lender after Lender's written request for information concerning the environmental
condition of the Real Property Security, or (z) Lender otherwise obtained actual knowledge thereof, prior
to the making, renewal or modification of the Debt.
Section 10.19 Reconvevance Upon Payment of Debt. In the event that Borrower shall
cause to be paid the entire Debt and perform in full all of its obligations under the Loan Documents,
Lender shall release and shall cause Trustee to release the Property from the lien of this Security
Instrument and to reconvey (without warranty by or recourse against Trustee or Lender) the Property to
Borrower (and shall execute and deliver all documents reasonably requested by Borrower (and in form
and content reasonably acceptable to Lender) to evidence such release and reconveyance). Upon
Trustee's receipt of Lender's request for reconveyance, Trustee shall reconvey, without warranty, the
Property or that portion held. When the Property has been fully reconveyed, the last reconveyance will
operate as a reassignment of all future Rents to the Person legally entitled.
Section 10.20 Environmental Addendum.
(a) In furtherance of the purposes above, without limitation of any of
Lender's other rights, if an Event of Default is ongoing, Lender may: (i) obtain a court order to enforce
Lender's right to enter and inspect the Property under California Civil Code §2929.5(d), and for the
purposes of obtaining such a court order, Lender's reasonable belief regarding the existence of a past or
present Release or threatened Release of any Hazardous Substance in, on, above, under, or from the
Property, or Lender's reasonable belief regarding any failure to disclose such Release in writing to Lender
will be deemed conclusive as between the parties; and (ii) have a receiver be appointed pursuant to
California Code of Civil Procedure §564 to enforce Lender's right to enter and inspect the Property for
the purpose set forth above.
(b) Borrower and Lender agree that: (i) this paragraph is intended as
Lender's written request for information and Borrower's written response concerning the environmental
condition of the Property as provided in California Code of Civil Procedure §726.5; and (ii) each
representation, warranty or covenant, or indemnity made by Borrower in this Security Instrument or in the
other Loan Documents that relates to the environmental condition of the Property is intended by Borrower
and Lender to be an "environmental provision" for the purposes of California Code of Civil Procedure
§736 and will survive the payment of the Debt and the termination or expiration of this Security
26
LEGAL US ER 189831609.7
Instrument and will not be affected by Lender's acquisition of any interest in the Property, whether by full
credit bid at foreclosure, deed in lieu of foreclosure, or otherwise. If there is any transfer of any portion
of Borrower's interest in the Property, any successor -in -interest to Borrower agrees by its succession to
that interest that the written request made pursuant to this paragraph will be deemed remade to the
successor -in -interest without any ftlrther or additional action on the part of Lender and that by assuming
the Debt secured by this Security Instrument or by accepting the interest of Borrower subject to the lien of
this Security Instrument, the successor remakes each of the representations and warranties in this Security
Instrument and agrees to be bound by each covenant in this Security Instrument with such exceptions as
may be applicable at such time and disclosed to Lender, including but not limited to any indemnity
provision.
Section 10.21 Financing Statement, This Security Instrument shall constitute a
financing statement pursuant to UCC §9502(b), and shall be filed as a fixture filing in the Official
Records of the County Register of the County in which the Property is located and covers goods which
are or are to become fixtures on the Property. The name of the debtor is set forth in the first paragraph
hereof. The mailing address of the debtor is set forth in the first paragraph hereof. The organizational
identification number of the debtor is 6292907. The name of the secured party is Lender's name set forth
in the first paragraph hereof. The address of the secured party is the Lender's address set forth in the first
paragraph hereof. This financing statement covers all of the debtor's Personal Property (whether now
owned or hereafter acquired). The Personal Property includes (among other things) (i) goods which are
or are to become Personal Property on the Land described in Exhibit A, (ii) minerals or the like (including
oil and gas) located on the Land described in Exhibit A, (iii) all proceeds and products of the Personal
Property.
Section 10.22 Receiver. During the continuance of an Event of Default, Lender shall
be entitled, as a matter of strict right, without notice and ex parte, and without regard to the value or
occupancy of the security, or the solvency of Borrower or of any guarantor, or the adequacy of the
Property as security for the Loan, to have a receiver appointed to enter upon and take possession of the
Property, collect the Rents and profits therefrom and apply the same as the court may direct, such receiver
to have all the rights and powers permitted under the laws of the jurisdiction in which the Property is
located. Borrower hereby waives any requirements on the receiver or Lender to post any surety or other
bond. During the continuance of an Event of Default, Lender or the receiver may also take possession of,
and for the sole purposes use, any and all Personal Property which is a part of the Property and used by
Borrower in the rental or leasing thereof, or any part thereof. The actual out-of-pocket expenses
(including the receiver's fees, reasonable counsel fees, costs and agent's compensation) actually incurred
pursuant to the powers herein contained shall be secured by this Security Instrument. Lender shall (after
payment of all costs and expenses incurred) apply such Rents (except for security deposits unless the
same may be applied pursuant to the terns of the applicable lease), issues and profits received by it on the
Debt in the order required by the Loan ,Documents. The right to enter and take possession of the
Property, to manage and operate the same, and to collect the Rents, issues and profits thereof, whether by
receiver or otherwise, shall be cumulative to any other right or remedy hereunder or afforded by law, and
may be exercised concurrently therewith or independently thereof. Lender shall be liable to account only
for such Rents, issues and profits actually received by Lender.
Section 10.23 California Real Property. This Security Instrument does not secure the
obligation of any guarantor of the Loan under any guaranty, indemnity agreement, or other Loan
Document, notwithstanding anything to the contrary contained in this Security Instrument or in any such
guaranty, indemnity agreement, or other Loan Document. The foregoing, however, shall not limit the
provisions of this Security Instrument providing that this Security Instrument is given as security for the
obligations of Borrower with respect to the Loan.
27
LEGAL US E41898316093
Section 10.24 Insurance Notice. Lender hereby notifies Borrower of the
provisions of California Civil Code § 2955.5(a), which reads as follows:
"No lender shall require a borrower, as a condition of receiving or maintaining a loan
secured by real property, to provide hazard insurance coverage against risks to the improvements
on that real property in an amount exceeding the replacement value of the improvements on the
property."
This disclosure is being made by Lender to Borrower pursuant to California Civil Code
§2955.5(b). Borrower hereby acknowledges receipt of this disclosure and acknowledges that this
disclosure has been made by Lender before execution of any note or security document
evidencing or securing the Loan.
ARTICLE XI
TRUSTEE PROVISIONS
Section 11.1 Powers of Trustee. The following provisions apply to Trustee:
(a) Trustee accepts this trust when this Security Instrument, duly executed and
acknowledged, is made a public record as provided by applicable Legal Requirements, and by its
acceptance hereof, Trustee covenants faithfully to perform and fulfill the trusts herein created, being
liable, however, only for illegal acts, willful misconduct, gross negligence and bad faith, and Trustee
hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any
services rendered by it in accordance with the terms hereof.
(b) Trustee may resign at any time upon giving thirty (30) days' notice in writing to
Borrower and to Lender.
(c) Lender may, from time to time, by written instrument executed and
acknowledged by Lender, mailed to Borrower and recorded in the county in which the Real Property is
located, and by otherwise complying with the provisions of applicable Legal Requirements of the state in
which the Real Property is located, substitute a successor or successors to the person or persons then
named herein or acting hereunder as Trustee.
(d) Lender, with or without cause, is authorized either in its own name or through an
attorney or attorney -in -fact appointed for the purpose by written instrument duly recorded and without
any formality other than a designation in writing of a successor substitute trustee, to appoint a successor
or substitute trustee who shall thereupon become vested with and succeed to all the rights, title and
powers given to Trustee herein named, the same as if the successor or substitute trustee had been named
origmal Trustee herein. Such right to appoint a successor or substitute trustee shall exist as often and
whenever Lender desires.
(e) Trustee, or anyone acting in its stead, shall have, in its discretion, authority to
employ all proper agents and attorneys in the execution of this trust and in the conducting of any sale
made pursuant to the terms hereof, and to pay for such services rendered out of the proceeds of the sale of
the Property, should any be realized. If no sale shall be made or if the proceeds of sale shall be
insufficient to pay the same, then Borrower hereby undertakes and agrees to pay the actual reasonable
out-of-pocket costs of such services rendered to Trustee.
28
LEGAL US EN 189831609.7
(f) If Trustee shall be made a party to or shall intervene in any action or proceeding
affecting the Property or the title thereto, or the interest of Trustee or Lender under this Security
Instrument, except for any action or proceeding arising out of the willful misconduct or, to the extent
prohibited by applicable Legal Requirements, the bad faith or illegal acts of Trustee or Lender, Trustee
and Lender shall be reimbursed by Borrower, promptly within ten (10) days of written demand, for all
reasonable costs, charges and attorneys' fees incurred by them or any of them in any case, and the same
shall become so much additional indebtedness secured hereby.
(g) At any time and from time to time, without liability therefor and without notice,
upon written request of Lender and presentation of this Security Instrument for endorsement, and without
affecting the personal liability of any person with respect to any of the Obligations or the effect of this
Security Instrument upon the remainder of the Property, Trustee may (i) reconvey any part of the
Property, (ii) consent in writing to the making of any map or plat thereof, (iii) join in granting any
easement thereon, or (iv) join in any extension agreement, agreement subordinating the lien or charge
hereof, or other agreement or document relating hereto or to the Property.
(h) BORROWER SHALL INDEMNIFY TRUSTEE AGAINST ALL CLAIMS,
ACTIONS, LIABILITIES, JUDGMENTS, THIRD PARTY, OUT OF POCKET COSTS,
REASONABLE ATTORNEYS' FEES OR OTHER CHARGES OF WHATSOEVER KIND OR
NATURE MADE AGAINST OR INCURRED BY TRUSTEE, AND ARISING OUT OF THE
PERFORMANCE BY TRUSTEE OF THE DUTIES OF TRUSTEE HEREUNDER, OTHER
THAN THOSE ARISING SOLELY DUE TO TRUSTEE'S ILLEGAL ACTS, FRAUD, GROSS
NEGLIGENCE, OR WILLFUL MISCONDUCT, TRUSTEE'S BREACH OF THE LOAN
DOCUMENTS, OR THAT FIRST ARISE AFTER A FORECLOSURE OR A DEED IN LIEU OF
FORECLOSURE OF THE PROPERTY.
[NO FURTHER TEXT ON THIS PAGE]
29
LEGAL US E8 189831609.7
IN WITNESS WHEREOF, this Security Instrument has been executed by Borrower as
of the day and year first above written.
BORROWER:
SILVERROCK HOTEL OWNER LLQW\K�
a Delaware limited liability company
By:
Name: An W w Joblon
Title: Authorized Signatory
SILVERROCK IA RESI OWNER LLC,
a Delaware limited liability company
By:
Name: And e Joblon
Title: Authorized Signatory
SILVERROCK 1B RESI OWNER LLC,
a Delaware limited liability company
By:
Name: And Joblon
Title: Authorized Signatory
SILVERROCK 1A CONDO OWNER LLC,
a Delaware limited liability company
By: ?\ /
Name: Andre Joblon
Title: AuthorYzed Signatory
Signature Page to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
ACKNOWLEDGMENT
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 111; CF0iZ 1V/i— )
County of (-O
On !l /2 ��2 before me, Vy1�&y fT 1�2C GG�i �%bTl'�
(insert name and title of the officer) ip11.�3[J
personally appeared f 6Pj UU�L-
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.
00".."I'my
MARY FITZGERALD
WITNESS my hand and official seal. Notary Public - California
Los Angeles County
Commission k 2424724
Comm. Expires Nov 1, 2026 r
Signature �
(Seal)
Acknowledgment Page to Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filinc,
h0.400 h1
(Legal Description of the Land)
The land referred to herein is situated in the State of California, County of Riverside, City of La
Quinta and 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, AS DISCLOSED BY GRANT
DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF OFFICIAL
RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED
THEREIN.
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 IA AND 1B
PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE
THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR
AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS
FROM SAID PHASE IA AND 113 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, OR TO USE THE
PHASE IA AND 18 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 777-060-083
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:
LEGAL US E# 189831609.7
PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT
DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS
DESCRIBED THEREIN.
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 113 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, OR TO USE THE
PHASE IA AND 113 PROPERTY IN SUCH A MANNER AS TO CREATE A
DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 113 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 777-060-085
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 IA AND 113
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, 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 IA AND 1B PROPERTY,
AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL
LEGAL US EN 189831609.7
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
Parcel 4:
THAT PORTION OF PARCELS 4 AND 18 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 TIE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
LOT "C" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT
DEED RECORDED JULY 15, 2021 AS INSTRUMENT NO. 20210426711 OF OFFICIAL
RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED
THEREIN.
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 IA AND 1B
PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE
THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR
AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS
FROM SAID PHASE IA AND 113 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, OR TO USE THE
PHASE IA AND IB PROPERTY IN SUCH A MANNER AS TO CREATE A
DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 1B PROPERTY,
AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL
CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER
28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS
INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS.
APNS 777-490-058, 777-490-063, 777-490-064, 777-490-065 AND 777-490-066 ( OLD
APN'S PORTION OF 777-490-041 and 777-490-051 )
Parcel 5:
THAT PORTION OF PARCELS 3 AND 4 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
LEGAL US E# 189831609.7
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
LOT "B" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT
DEED RECORDED JULY 16, 2021 AS INSTRUMENT NO. 20210428113 OF OFFICIAL
RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED
THEREIN.
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 IA 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 IA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT,
HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND
113 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 AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A
DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE I AND IB 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 777-490-037, 777-490-057, 777-490-059 AND 777-490-068 ( OLD APN'S PORTION OF
777-490-040 AND 777-490-041 )
Parcel 6:
PARCEL 5 OF PARCEL MAP NO. 37207 AS SHOWN BY A MAP ON FILE IN BOOK 242
OF PARCEL MAPS PAGES 72 THROUGH 87, INCLUSIVE, TOGETHER WITH
PORTIONS OF PARCELS A AND B OF LOT LINE ADJUSTMENT NO, 2020-0005,
RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL
RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA,
AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO.
2023-01281.15 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF
CALIFORNIA, AS DESCRIBED THEREIN.
EXCEPTING FROM PARCEL 5 ABOVE, 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 TIIE
LEGAL US E8189831609.7
PHASE IA AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET
BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO
THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE IA AND 113 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, OR TO USE THE PHASE IA AND 1B PROPERTY IN SUCH A MANNER
AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE lA
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: 777-490-042, 777-490-076 AND PORTIONS OF 777-490-072 AND 777-490-073 ( OLD
APN'S PORTION of 777-490-043 and 777-490-044)
Parcel 7:
PORTIONS OF PARCELS A THROUGH C, INCLUSIVE, OF LOT LINE ADJUSTMENT
NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021- 0527060 OF
OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA,
AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO.
2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF
CALIFORNIA, AS DESCRIBED THEREIN.
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 IA AND 113
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 lA AND
1B 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 AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A
DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE I 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.
LEGAL US EA 189831609.7
APN: 777-490-074 AND PORTIONS OF 777-490-072, 777-490-073, 777-490-075, 777- 490-
077, 777-490-078, 777-490-079 AND 777-490-080 ( OLD APN'S PORTION OF 777-490-043,
777-490-044 AND 777-490-045)
Parcel 8:
THAT PORTION OF PARCELS 9,10,11 AND 19 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 "A" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT
DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT 1110. 2021-0500015 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS
DESCRIBED THEREIN.
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, 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 I AND 113 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: 777-490-046, 777-490-071, 777-060-082, AND 777-060-084 ( OLD APNS PORTION OF
777-490-052,777-060-076 and 777-060-077)
Parcel 9A:
PORTIONS OF PARCELS B AND C OF LOT LINE ADJUSTMENT NO. 2020-0005,
RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL
RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
LEGAL US E# 189831609.7
PARCEL "C" OF LOT LINE ADJUSTMENT NO, 2023-0003 OF THE CITY OF LA QUINTA,
AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO.
2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF
CALIFORNIA, AS DESCRIBED THEREIN.
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 IA AND 1B
PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE
THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR
AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS
FROM SAID PHASE lA AND 1B PROPERTY OR OTHER LANDS, BUT WITHOUT,
HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND
113 PROPERTY OR ANY PORTION THEREOF WITHIN FIVE IIUNDRED (500) FEET OF
THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE
PHASE IA AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A
DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 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.
PORTION APN: 777-490-075, 777-490-077, 777-490-078, 777-490-079 AND 777-490- 080
OLD APNS PORTION of 777-490-044 AND 777-490-045 )
Parcel 9B
PORTIONS OF PARCEL C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED
SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF
SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "D" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA,
AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO.
2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF
CALIFORNIA, AS DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED
(500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO,
THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE lA AND 113
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
LEGAL US ES 1898316099
113 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 AND 113 PROPERTY IN SUCH A MANNER AS TO CREATE A
DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE IA AND 1B PROPERTY,
AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL
CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER
28, 2018, AS INSTRUMENT NO, 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS
INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS.
PORTION APN: 777-490-079 ( OLD APN PORTION OF 777-490-045)
Parcel 10:
INTENTIONALLY DELETED
Parcel 11:
INTENTIONALLY DELETED
PARCEL 12A:
LOTS 1 THROUGH 29 AND 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 IA 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
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 IA PROPERTY IN SUCH A
MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE
PHASE lA PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA
MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED
NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950 OF OFFICIAL RECORDS.
APN's: 777-510-001 THRU -023; 777-510-025; 777-520-001 THRU -018
PARCEL 12B:
LEGAL US E# 189831609.7
An easement for access over Parcel E (Ahmanson Lane) of Parcel Map No. 37207, in the City of
La Quinta, County of Riverside, State of California, as shown on map filed May 3, 2017 in Book
242, Pages 72 through 87 of Parcel Maps, in the Office of the County Recorder of Riverside
County.
Parcel 13:
Parcels E, F and G of Parcel Map No. 37207, in the City of La Quinta, County of Riverside,
State of California, as shown by a Map filed for Record May 3, 2017 in Book 242, Pages 72
through 87, inclusive of Parcel Maps, in the Office of the County Recorder of said County.
Excepting 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 IA and 1B property lying more than five hundred
(500) feet below the surface thereof for any and all purposes incidental to the exploration for and
production of oil, gas, hydrocarbon substances or minerals from said Phase IA and 1B property
or other lands, but without, however, any right to use either the surface from said Phase I and
1B 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 and 1B property in such a manner as to create a
disturbance to the use or enjoyment of the Phase IA and 1B property, as reserved by The City of
La Quinta, a California Municipal Corporation and Charter City, in the Grant Deed recorded
November 28, 2018, as Instrument No. 2018-0464674, of Official Records.
APN's: 777-490-053, 777-490-054 AND 777-490-055
FOR INFORMATIONAL PURPOSES ONLY: APN: Multiple APN's
LFGAL_US_B # 189831609.7