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1 LAW FFICES F Rnald Richards andassciates A Pressinal Crpratin ffice fax Mailing Address *Admitted in the fllwine p.. Bx 1148 Curts:* Beverly Hills, CA All fed. and State Cts. in 9213 Califrnia, 2nd 9th & 11th Circuit, C..A s ED Michigan, D Clrad, WE. Tenn., Eurpean ffice The United States Supreme Curt liver Lwell (US.S.C.) Frankfurt, Germany RN CrtRNALDRICHARDS.CM WEBSITE: February 3, 217 Chair Farshid Je Shshani Vice Chair Lri Greene Grdan Cmm. Hward S. Fisher Cmm. Alan Rbert Blck Cmm. Andy Licht Re: Prject at 126 Lag Vista Dr. Hearing: February 9, 217 at 1:pm Psitin: PPSE plans as presently cnstituted Persns wh ppse: Richard Ashbee-1251 Lag Vista Dr. Diane Ashbee-1251 Lag Vista Dr. Rnald Richards-1247 Lag Vista Dr. Lauren Byette-Richards Lag Vista Dr. Dear Cmmissiners, ur fice represents the wners 1251 Lag Vista Dr. and als the wners 1247 Lag Vista Dr. This letter is n their behalf in PPSITIN t the Hillside R-1 Permit (PL ). This prject is the prverbial pster child as t why the City Cuncil adpted the urgency rdinance n August 16, 216. The prject planning reprt which ur fice received tday highlights numerus cncerns. I will address them as best I can in the 1

2 limited time I have. Nthing is intended in these bjectins t limit ur ability t supplement the recrd befre the hearing. Here are the grunds fr ur bjectins supprting this matter be cntinued: 1. The wner is nt transparent. It is a nn-admitted Delaware LLC whse members are cmpletely masked frm this Cmmissin. There is ZER transparency. We cannt adequately index r verify wh is really behind this prperty r see if the principals have had prir issues. 2. We have n idea as t the funding, r wh is ging t have the capital t cmply with the rigrus terms, whatever they are. 3. The hillside is subject t numerus slpe failures that have been ignred and have nt been maintained. David Yeltn is aware them. The cnditins dn t have any remediatin the hillside. 4. Presently, there is cheap plastic which is an eyesre and there is n indicatin as t any gelgical fr this hill. 5. The turn at Lag Vista is a quiet turn with the current single stry hme leaving a lw impact. Adding a basement and a secnd stry is ging t dramatically change the hillside and the area. 6. The area cntains native chaparral, replacing the fliage with nn-natural landscaping takes away frm the rustic, natural feel that Lag Vista fers unlike the flats. This prject des nt amelirate thse issues. 7. The ntice yu gave t the residents was very shrt. We didn t find ut until January 31, 217. The hearing is in ten days. The prejudice is large as nne us have had time t review the plans r btain ur wn cnsultants r experts. The prcess is unfair and has abridged ur participatin due t unreasnably shrt time frames. 8. We have attached pictures the hillside. This issue was nt cnsidered r prperly vetted at all. Three weeks ag there were numerus slides n this prperty and nthing in the reprt addresses that cncern r has even analyzed the scpe and extent the slides r slpe failure. 9. The name the cntractr has nt been disclsed r vetted. We have n way knwing wh the cmpany is r their reputatin r knwledge Beverly Hills strict rules daily rund trips is excessive. There is nthing in the prhibitins abut fd trucks r fines fr sub-cntractr nt aware these restrictins r what the cnsequences are fr vilatins. 11. Lag Vista is an extremely narrw street, wrse than Trusdale. Expsing the families that live n this street t this chas, which severely disrupts the quality life fr peple wh live n the street. 12. There are n prvisins as t where the wrkers will eat lunch every day. We persnally clean the hillside at the white barrier acrss frm the prject and 5 wrkers eating lunch will cause trash and ther issues. There shuld be a prvisin that all lunch breaks are f site and there is n litering f the prject. 2

3 13. 9:3am t 1:3pm is when residents use the walking paths n the the mst. These are t brad hurs fr unbridled large deliveries with n restrictins. street 14. The dust and nise will g n fr a lng time degrading ur quality life. 15. The height the secnd stry will impair ur prperty values as the hme has been a single stry fr 5 years. 16. The Hirsch Green Cnstructin Management Plan vilates Beverly Hills Municipal Cdes. Wrkers shuld nt be arriving at 7am and litering. That is still wrking. 6:pm als vilates cde. The CTMP is incnsistent with legal cnstructin hurs. 17. There will als be the traffic shuttle vans all day lng. 18. There is n identificatin where the f site parking will be lcated r hw the wner has arranged that. This shuld be disclsed first t the residents and the cmmissin daily trips is simply egregius and cmpletely usurps ur quality life. The cnstructin shuld be limited t fur days plus Martin Lurther King Day and all federal and state hlidays. 2. It is very insulting that because the BHMC has nt been updated, that cnstructin is allwed n Dr. King s birthday like that hliday des nt mean anything. The restrictin in this permit shuld be expanded t include Dr. King s birthday. Upn receipt further infrmatin, we will amend ur bjectin. Please feel free t cntact me with any questins. Respectfully submitted, 7J4C/1% Law ffices Rnald Richards Assciates, APC Rnald Richards, Esq. P.. Bx 1148 Beverly Hills, CA ffice Fax rn@rnaidrichards. crn & 3

4 2/3/217 Divisin Crpratins - Filing Delaware.gv Gvernr I General Assembly I Curts I Elected fficials State Agencies Department State: Divisin Crpratins HME AbutAgency Secretarys Letter Newsrm Frecuently Asked Questins View Search Results Entity Details Frequent Questins Related Links Cntact Us THIS IS NT A STATEMENT F GD STANDING ffice Lcatin File Number Incrnratin Date / ER/ICE5 Frmatin Date: (mm/dd/yyyy) Pay Taxes File UCC S Delaware Laws nline Entity Name: SAGEBRK INVESTMENTS, LLC Name Reservatin Entity Search Limited Status Entity Kind: Liability Entity Tyce: General Validate Certificate Custmer Service Survey Cmpany INFRMATIN Residency: Dmestic State: DELAWARE Crprate Frms Crprate Fees UCC Frms and Fees Taxes REGISTERED AGENT INFRMATIN Expedited Services Service Prcess Registered Agents Name: A REGISTERED AGENT, INC. SubmitfingaRequest Address: 8 THE GREEN, STE A Hw t Frm a New Business Entity Certificatins, Apstilles & Authenticatin Dcuments City: DVER Cunty: Kent State: DE Pstal Cde: 1991 Allwable Characters Phne: Additinal Infrmatin is available fra fee. Yu can retrieve Status fr a fee $1. r mre detailed infrmatin including current franchise tax assessment, current filing histry and mre fr a fee $2.. Wuld yu like Status Status,Tax & Histry Infrmatin.Bactitearcj Fr help n a particular field click n the Field Tag t take yu t the help area. site map I privacy I abut this site cntact us translate I delaware.gv httpsf/icis.crp.delaware.gv/ecrp/entitysearchlnamesearcftaspx 1/1

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10 Cindy Grdn Frm: Sent: T: Cc: Subject: Fllw Up Flag: Flag Status: Emmerich, Tby fnlc) Sunday, February 5, 217 5:45 PM Thmas Schuih Cindy Grdn Re: 126 Lag Vista Drive Fllw up Flagged Ms Grdn, my wife and I live at 1261 Lag Vista Drive, and are Tmmy Schulhs friends and neighbrs, and we culdn t agree mte with the spirit and cntent his belw, Hpe t meet yu at the meeting as well. Best, Tby Emmerich Sent frm my iphne n Feb 5, 217, at 3:19 PM, Thmas cnu1nl wrte: Dear Ms. Grdn My wife and I have lived at 1271 Lag Vista Place fr 15 years. We were supprtive the recent recently enacted Hillside rdinance and ate nw dismayed t find it maybe already be subject t waiver. We wuld be empathetic t a situatin where excess excavatin was necessary t allw an therwise permitted square ftage t be built. Such is nt the case at this lcatin. The sle purpse the requested waiver is t add an apprximate 4, square ft basemenr. Wh are we kidding here? The basement is intended as additinal living space. ur quality life as Beverly Hills residents shuld nt cme at the greed a speculatr. Finally I urge yu t visit the actual site. The recent tragedies in Trusdale may well be a preamble t an accident just in the first steep blind turn frm the site. I cannt imagine yu wuld want this t ccur n yur watch. I als nte they plan n turning left n Cldwater t minimize Uiswptin in Beverly Hills prper - srt shift the issue t ur neighbrs t the nrth. The backups n Cldwater by stpping the dump trucks as they make their turn and travel as slwly as the d ging uphill will likely extend far suth Sunset twards Santa Mnica Bulevard. I lk frward t meeting yu at the hearing as I shall be attending Sent frm my ipad 1

11 LAW FFICES F Rnald Richards andassciates A Pressinal Crpratin ffice fax Mailing Address *Admitted in the fliwin p.. Bx 1148 Curts:* Beverly Hills, CA All Fed, and State Cts. in 9213 Califrnia, 2nd 9th& 11th Circuit, C..A s ED Michigan D Clrad, W.D. Tenn., Eurpean ffice The United States Supreme Curt liver Lwell (U.S.S.C.) Frankfurt, Germany RNfRNALDRICHARDS.CM WEBSITE: February 6, 217 Chair Farshid Je Shshani Vice Chair Lri Greene Grdan Cmm. Hward S. Fisher Cmm. Alan Rbert Blck Cmm. Andy Licht Re: Prject at 126 Lag Vista Dr. Hearing: february at 1:3pm Psitin: PPSE plans as presently cnstituted Persns wh ppse: Richard Ashbee-1251 Lag Vista Dr. Diane Ashbee-1251 Lag Vista Dr. Rnald Richards-1247 Lag Vista Dr. Lauren Byette-Richards Lag Vista Dr. ther knwn ppnents since the Letter: 126 Lag Visa Place-Jan Martin 1261 Lag Vista Dr.-Tby Emmerich 1234 Lag Vista Dr.-Peter sterf, Ann strf 1271 Lag Vista Place-Tm Schulh& Spuse 1185 Lma Linda Dr.-Debbie Weiss and Adrian Lrimer Isaac Zaharni 1165 Lma Linda Drive Linda Kunik 1147 Cldwater Canyn Drive Larry Murphy 1176 Lma Linda Drive 1

12 Dear Cmmissiners, ur fice represents the wners 1251 Lag Vista Dr. and als the wners 1247 Lag Vista Dr. This is ur SECND letter is n their behalf in PPSITIN t the Hillside R-1 Permit (PL ]. Due t the severely prejudicial time cnstraints, ur ability t gather infrmatin has been severely impaired and it is unreasnable t frce residents t wrk thrugh the weekend t rush t get these vital materials t yu. We are requesting a 6 day cntinuance this hearing. Please d nt set anything the week April 22nd t April 29th as I have a cnflict that week. Here are the further grunds fr ur bjectin: 1. The Prcess Is Flawed and Was Nt Implemented t Gather Real Cmmunity Input: a. The ntice was mailed n January 31, 217. Califrnia Cde Civil Prcedure 113(a) states, In case service by mail, the ntice r ther paper shall be depsited in a pst fice, mailbx, subpst fice, substatin, r mail chute, r ther like facility regularly maintained by the United States Pstal Service***, but any perid ntice and any right r duty t d any act r make any respnse within any perid r n a date certain after service the dcument, which time perid r date is prescribed by statute r rule curt, shall be extended five calendar days, upn service by mail, if the place address and the place mailing is within the State Califrnia. b. S effectively this ntice prcedure gives the public five days. The urgency rdinance requires meaningful ntice. The ten day mailing ntice in this case diluted the ntice prtectins. Peple are upset abut the prcess which needs t be addressed. c. The assistant planner was ut the fice frm February 1, 217 t February 3, 217. I didn t even receive my materials that were requested n February 1, 217 until February 3, 217. (See attached ut fice ntice.) d. Yur initial staff reprt deprived yu the mst imprtant part, it suggested there was n knwn ppsitin which culd nt be further frm the truth. 2. The wner s Track Recrd Which was Hidden and Cncealed frm the Cmmissin 2

13 a. The wner is a Delaware, LLC. The wner s agent is the same as the ne representing the ill-fated 1184 Lma Linda prject. (See attached Grant Deed) b. The real party in interest is Rbert H. Shapir Wdbridge Investments. This cmpany when they were registered t d business here had their cmpany frfeited by the Franchise Tax Bard. (See attached) c. The Lender n this prperty is Wdbridge Mrtgage Investment Fund 3, LLC. The cnstructin lan is frm the same Lender affiliate, Wdbridge Mrtgage Investment Fund, LLC 3A. Bth wned by the principle the wner, Rbert H. Shapir wh allegedly wns Sagebrk Investments, LLC. (See attached first lien deed and Cnstructin Lan) d. Neither the wner, r any his lending vehicles have qualified t d business in Califrnia even thugh they purprt t have fices in Sherman aks, Califrnia. These lack registratins vilate Crpratins Cde 215. e. A crpratin wh fails t register suffers numerus penalties under Crpratins Cde Neither this cmmissin nr the City can be cmplicit in aiding and abetting tax evasin, service prcess, 1 (a) A freign crpratin shall nt transact intrastate business withut having first btained frm the Secretary State a certificate qualificatin. T btain that certificate it shall file, n a frm prescribed by the Secretary State, a statement and designatin signed by a crprate ficer r, in the case a freign assciatin that has n ficers, signed by a trustee stating:(1) Its name and the state r place its incrpratin r rganizatin.(2) The street address its principal executive fice.(3) The street address its principal fice within this state, if any.(4) The mailing address its principal executive fice, if different frm the addresses specified pursuant t paragraphs (2) and (3).(5) The name an agent upn whm prcess directed t the crpratin may be served within this state. The designatin shall cmply with subdivisin (b) Sectin 152.(6)(A) Its irrevcable cnsent t service prcess directed t it upn the agent designated and t service prcess n the Secretary State if the agent designated r the agent s successr is n lnger authrized t act r cannt be fund at the address given. Crp. Cde, (a) Any freign crpratin which transacts intrastate business and which des nt hld a valid certificate frm the Secretary State may be subject t a penalty twenty dllars ($2) fr each day that unauthrized intrastate business is transacted; and the freign crpratin, by transacting unauthrized intrastate business, shall be deemed t cnsent t the jurisdictin the curts Califrnia in any civil actin arising in this state in which the crpratin is named a party defendant.(b) The penalty established by subdivisin (a) this sectin shall be assessed accrding t the number days it is fund that the crpratin has been willfully ding unauthrized intrastate business. Prsecutin under this sectin may be brught, and the mney penalty recvered thereby shall be paid, in the manner prvided by Sectin 2258 fr a prsecutin brught under that sectin. The amunt the penalty assessed shall be determined by the curt based upn the circumstances, including the size the crpratin and the willfulness the vilatin.(c) A freign crpratin subject t the prvisins Chapter 21 (cmmencing with Sectin 21) which transacts intrastate business withut cmplying with Sectin 215 shall nt maintain any actin r prceeding upn any intrastate business s transacted in any curt this state, cmmenced prir t cmpliance with Sectin 215, until it has cmplied with the prvisins there and has paid t the Secretary State a penalty tw hundred fifty dllars ($25) in additin t the fees due fr filing the statement and designatin required by Sectin 215 and has filed with the clerk the curt in which the actin is pending receipts shwing the payment the fees and penalty and all franchise taxes and any ther taxes n business r prperty in this state that shuld have been paid fr the perid during which it transacted intrastate business. Crp. Cde, 223 3

14 transparency the actual members, etc. The intentinal avidance the Califrnia registratin requirements was t cnceal actual wnership and avid any regulatry versight as this Cmmissin nr the City can reach Delaware in enfrcing any actins. It is imprtant fr bth the cmmunity and this Cmmissin that the real wner cme frward and nt hide behind a surrgate agents, pressinals, lbbyists, and cnsultant. This is the antithesis transparency. f. The wner s cmpanies and in many cases, the wner, are subject t cease and desist rders in three states fr securities fraud related vilatins. (See attached) g. Prtins the first lan n this prperty have been assigned t individual SEP IRA in small amunts, $5, and $14,. There are cncerns that this prperty is being used in vilatin the wner and lender s wn marketing materials which slicit individual investrs fr cmmercial, nt resident lans. (See attached) h. Remving thusands punds frm a hillside then having the prject stpped by state regulatrs is a real cncern. If they are barred frm Califrnia frm raising mney fr these prjects, what will happen t this nw trn pen hillside, ntwithstanding the ther prblems set frth belw. 3. The Prject Has nt Addressed the Fllwing New Issues that were Cncealed frm this Cmmissin: a. A cmplete and full reprt as t the current state the hillside which has suffered numerus slides in the last three weeks. This area is prne t many slides. (See attached) b. Wh the cntractr is and what the budget fr the jb is? c. The wner s agent, wh has been respnsive t cunsel s requests, has nt prvided any update n the hillside slides and has admitted there is n final selectin fr cntractr nr an apprved cnstructin budget. d. Staff has nt spken with Randy r David Yeltn abut the hill and the varius dangers. e. Hw will this be impacted by the prject at 1274 Lag Visa Dr.? It lks like the huse at that lcatin has been demlished and there is a basement as well being sught at that prject. f. Traffic Studies: There has been n traffic studies as t the cmbined cnstructin traffic if this prject wuld be apprved in the present frm. All the exhibits are bk marked fr yur cnvenience in a separate attachment t this letter. Upn receipt further infrmatin, we will amend ur bjectin and cntinue t reserve the right t d s. 4

15 Please feel free t cntact me with any questins. Respectfully submitted, 7LJC Law ffices Rnald Richards & Assciates, APC Rnald Richards, Esq. P.. Bx 1148 Beverly Hills, CA ffice Fax rn@rnaidrichards. crn 5

16 Rnald Richards Frm: Cindy Grdn < Sent: Wednesday, February 1, 217 9:15 PM T: Rnald Richards Subject: Autmatic reply: 126 Lag Vista Drive, Hearing n Thank yu fr yur . I am currently ut the fice and will return n Friday, February 3. The City keeps a cpy all s sent and received fr a minimum 2 years. All retained s will be treated as a Public Recrd per the Califrnia Public Recrds Act, and may be subject t disclsure pursuant t the terms, and subject t the exemptins, that Act. 1

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18 RECRDING REQUESTED BY: 4122/215 First American Title Cmpany AND WHEN RECRDED MAIL T: saqebrk Investments LLC d Jn Freis 12 El Camin Dr. #24 Beverly Hills, CA 9212 * * THIS SPACE FR RECRDER S USE NLY: GRANT DEED Title rder N.: Escrw N.: 3687-MR AP#: THE UNDERSIGNED GRANTR(S) DECLARE(S) DCUMENTARY TRANSFER TAX is $ 6, (X) cmputed n full value prperty cnveyed, r cmputed n full value less value liens r encumbrances remaining at time sale. Unincrprated area [Xi City Beverly Hills AND FR A VALUABLE CNSIDERATIN receipt which Is hereby acknwledged, Henricus J. lman and Chantal C. Dussuchaud, Husband and Wife as Jint Tenants hereby GRANT(s) t: Saqebrk Investments LLC, a Delaware Limited Liability Cmpany the real prperty in the City Beverly Hills, Cunty Ls Angeles, State Califrnia, described as: LEGAL DESCRIPTIN ATTACHED HERET AS EXHIBIT A AND MADE A PART HEREF Als Knwn as: 1258 Lag Vista Drive, Beverly Hills, CA 921 Dated February 1, 215 ndm Mt. A ntary public rqte verif4s nly the identity the individual wh signed the dcument t which this ceflifici,ç ) acçand nt the truthfulness, acc r validity that dcument. Yf the Uniied Ststee Nn4trk) STATE F CALIF CUNTY F n 23rd February 21*efreme, Charles A. Hendrix A Ntary Public persnally appeared Chantal&Dussuchau/d F HenricusjDlman wh prved t me n the basis satisfactry evidence t be the persn(s) whse name(s) is/are subscribed t the within instrument and acknwledged t me that he/she/they executed the same in his/her/their authrized capacity(ies), and that by his/her/their signature(s) n the instrument the persn(s), r the entity upn behalf which the persn(s) acted, executed the instrument. I certify under PENALTY F PERJURY under the laws the State Califrnia that the freging paragraph is true and crrect. WITNESS my d and icial se,7 - : Signatu MAIL TAX STATEMEGh8de1 (Seal) Me1}$IF N PARTY SHWN MAIL AS SHWN ABCVEV g, Vice Cnsul the.. United States America -. <., ;; :1: (b

19 A RECRDING REQUESTED BY: First American Title Cmpany AND WHEN RECRDED MAIL T: Sagebrk Investments CCC d Jn Freis 12 El Camin Dr. #24 Beverly Hills, CA 9212 GRANT DEED THiS SPACE FR RECRDERS USE NLY: Title rder N.: Escrw N.: 3681-MR AP#: THE UNDERSIGNED GRANTR(S) DEClARE(S) DCUMENTARY TRANSFER TAX is $ (XJ cmputed n full value prperty cnveyed, r cmputed n full value less value liens r encumbrances remaining at time sale. (J Unincrprated area [X) City Beverly Hills AND FR A VALUABLE CNSIDERATIN, receipt which is hereby acknwledged, Henricus], Dlman and Chantal C. Dussuchaud Husband and Wile as Jint Tenants hereby GRANT(s) t: Sagebrk Investments LLC, a Delaware Limited Liability Cmpany the teal prperty in the City Beverly Hills, Cunty Ls Angeles, State Califrnia, described as: LEGAL DESCRIPTIN ATTACHED HERET AS EXHIBIT A AND MADE A PART HEREF Als Knwn as: 1258 Cage Vista Drive, Beverly Hills, CA 921 Dated February 1, 215 Henricus J. Dlman Chantal C. Dussuchaud A ntary public r ther ficer cmpleting this certificate verifies nly the identity the individual wh signed the dcument t which this certificate Is attached, and nt the truthfulness, accuracy, r validity that dcument, STATE F CALIFRNIA CUNTY F n befre me, Ntary Public persnally appeared wh prved t me n the basis satisfactry evidence t be the persn(s) whse name(s) is/are subscribed t the within instrument and acknwledged t me that helshe/they executed the same in his/her/their authrized capacity(ies), and that by his/her/their signature(s) n the instrument the persn(s), r the entity upn behalf which the persn(s) acted, executed the instrument. I certify under PENALTY F PERJURY under the laws the State Califrnia that the freging paragraph is true and crrect. WITNESS my hand and ficial seal. Signature (Seal) MAIL TAX STATEMENTS T PARTY SHWN BELW; IF N PARTY SHWN, MAIL AS SHWN ABvE:

20 t ILLEGIBLE NTARY SEAL DECLARATIN Gvernment Cde Sectin I certify under penalty perjury that the ntary seal n the dcument t which this statement attached reads as fllws: Name Ntary: Charles A Hend cix Kingdm Netherlands, Cnsulate General the United States America Date Cmmissin Expires: Ntary Identificatin N: (fr Ntaries cmmissined at ) ManufacturerNendr Identificatin N: (fr Ntaries cmmissined at ) Place Executin this Declaratin: Glendale, Ca Date: April 16th 215 IlI Sig

21 LEGAL DESCRIPTXN Real prperty in the City Beverly Hills, Cunty Ls Angeles, State Califrnia, described as fllws: LT 21, AS SHWN N THAT CERTAIN MAP ENTiTLED TRACT N 1311, WHICH MAP WAS FILED IN THE FFICE F THE RECRDER F THE CUNTY F LS ANGELES, STATE F CALIFRNIA IN BK 28 F MAPS PAGE(S) TGETHER WITH THAT PRTIN F LAG VISTA DRIVE AS VACATED IN QUTTCLAIM DEED RECRDED CTBER 25, 24 AS INSTRUMENT N F FFICIAL RECRDS AND DESCRIBED AS FLLWS: BEGINNING AT A PINT IN THE SUTHERLY line F LT 21 F TRACT N. 1311, IN THE CITY F BEVERLY HILLS, CUNTY F LS ANGELES, STATE F CALIFRNIA, STATE F CALIFRNIA, AS PER MAP RECRDED IN BK 28, PAGES 1 T 9 INCLUSIVE F MAPS, IN THE FFICE F THE CUNTY RECRDER F SAID CUNTY, AT NRTHERLY TERMINUS F A LINE BEARING NRTH 22 3 WEST FEET; THENCE NRTH WEST 8.44 FEET T A CURVE CNCAVE SUTHERLY AND HAVING A RADIUS F 7.48 FEET THRUGH A CENTRAL ANGLE F , THENCE EASTERLY ALNG SAID CURVE FEET, THENCE SUTH EAST 8.32 FEET T THE BEGINNING F A NN-TANGENT CURVE CNCAVE EASTERLY AND HAVING A RADIUS F FEET THRUGH A CENTRAL ANGLE F , A RADIAL LINE T SAID CURVE BEARS NRTH EAST, THENCE SUTHERLY ALNG SAID CURVE FEET T A PINT IN THE WESTERLY LINE F SAID LT 21, SAID PINT BEING ThE SUTHWESTERLY TERMINUS F A CURVE HAVING A LENGTH F FEET AND A RADIUS F FEET, THENCE NRTHERLY, EASTERLY, SUTHERLY AND WESTERLY ALNG THE BUNDARY F SAID LT 21 T PINT F BEGINNING. APN:

22 Business Search - Business Entities - Business Prgrams Califrnia Secretary State Page 1 I Alex Pad lila Califrnia Secretary State Business Search - Entity Detail The Califrnia Business Search is updated daily and reflects wrk prcessed thrugh Saturday, February 4, 217. Please refer t dcument Prcessing Times fr the received dates filings currently being prcessed. The data prvided is nt a cmplete r certified recrd an entity. Nt all images are available nline WDBRIDGE INVESTMENTS, LLC Registratin Date: 5/15/27 Jurisdictin: DELAWARE Entity Type: FREIGN Status: FTB FRFEITED Agent fr Service Prcess: NATINAL REGISTERED AGENTS, INC (Cl ) Entity Address: 12 NE 2ND ST STE 416 BCA RATN FL Entity Mailing Address: * LLC Management * Dcument Type fl File Date, PDF N dcuments fund! * Indicates the infrmatin is nt cntained in the Califrnia Secretary State s database. Nte: If the agent fr service prcess is a crpratin, the address the agent may be requested by rdering a status reprt. Fr infrmatin n checking r reserving a name, refer t Name Availability. If the image a Statement Infrmatin is nt available nline, fr infrmatin n rdering a cpy that statement refer t Infrmatin Requests. Fr infrmatin n rdering certificates, status reprts, certified cpies dcuments and cpies dcuments nt currently available in the Business Search, such as a filing that is nt a Statement Infrmatin r filings fr ther types business entities, r t request a mre extensive search fr recrds, refer t Infrmatin Requests. Fr help with searching an entity name, refer t Search Tips. Fr descriptins the varius fields and status types, refer t Frequently Asked Questins. Mdify Search New Search Back t Search Results https ://businesssearch.ss.ca.gv/cb S/Detail 2/5/217

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24 2 a I A çc,bli 1RtJ[t1G REQUESTED BY AND WHEN RECRDED, RETURN T: 2U WDBR[DGE MRTGAGE IN VESTMENT FUND 3, LLC d Jn H. Freis, Esq. 12 El Camin Drive, Suite 24 Beverly Hills, CA 9212 APN: [SPACE ABVE FR RECRDER S USE NLY] DEED F TRUST, SECURITY AGREEMENT, AND FIXTURE FILING WITH ASSIGNMENT F RENTS AND AGREEMENTS This Deed Trust, Security Agreement, and Fixture Filing with Assignment Rents and Agreements (this Deed Trust ) is made as April 1, 215, by SAGEBRK IN VESTMENTS, LLC, a Delaware Limited Liability Cmpany ( Trustr ), t Fidelity Natinal Title Cmpany, a Califrnia Crpratin C Trustee ), fr the benefit WDBRIDGE MRTGAGE INVESTMENT FUND 3, LLC, a Delaware limited liability cmpany ( Beneficiary ). W itnesseth: Trustr des irrevcably grant, transfer, and assign t Trustee, in trust, with pwer sale, all Trustr s right, title, and interest nw wned r later acquired in the real prperty ( Land ) lcated in Ls Angeles Cunty, Califrnia, and mre particularly described in attached Exhibit A, incrprated by reference (Trustr agrees that any greater title t the Land later acquitetiluring the term this Deed Trust will be subject t this Deed Trust), tgether with the rents, issues, and prits, subject hwever, t the right, pwer, and authrity granted and cnferred n Trustr in this Deed Trust t cllect and apply the rents, issues, and prits; and Trustr als irrevcably grants, transfers, and assigns t Trustee, in trust, with pwer sale, all Trustr s right, title, and interest nw wned r later acquired t the fllwing prperty (including the rights r interests pertaining t the prperty) lcated at the Prperty: (1) all buildings ( Buildings ) and imprvements nw r later n the Land, and all appurtenances, easements, water and water rights, and pumps and pumping plants, and all shares stck evidencing these; all machinery, equipment, appliances, and fixtures fr generating r distributing air, water, heat, electricity, light, fuel, r refrigeratin r fr ventilating r sanitary purpses r fr the exclusin vermin r insects r fr the

25 .1 remval dust, refuse, r garbage; all wall safes, built-in furniture, and installatins, shelving, lckers, partitins, drstps, vaults, elevatrs, dumbwaiters, awnings, windw shades, venetian blinds, light fixtures, fire hses and brackets and bxes fr them, fire sprinklers, alarm systems, draperies, drapery rds and brackets, screens, linleum, carpets, furniture, furnishings, fixtures, plumbing, laundry tubs and trays, icebxes, refrigeratrs, heating units, stves, water heaters, incineratrs, and cmmunicatin systems and installatins fr which any Building is specially designed; all these items, whether nw r later installed, being declared t be fr all purpses this Deed Trust a part the Land, the specific enumeratins in this Deed Trust nt excluding the general; (2) the rents, issues, prits, and prceeds relating t the freging; and (3) the Prperty t the extent nt included in clauses (1) and (2) abve. Fr the purpse securing, in the rder pririty that Beneficiary determines: (I) payment the indebtedness evidenced by a nte Trustr the same date as this Deed Trust in the principal amunt Fur Millin Three and Ninety Tw Thusand Five Hundred and /1 Dllars ($4,392,5.) ( Nte ), payable t Beneficiary r t rder, and all extensins, mdificatins, r renewals that Nte; (2) payment the interest n that indebtedness accrding t the terms the Nte; (3) payment all ther sums (with interest as prvided in this Deed Trust) becming due and payable t Beneficiary r Trustee pursuant t the terms this Deed Trust; (4) perfrmance every bligatin cntained in this Deed Trust, the Nte, any instrument nw r later evidencing r securing any indebtedness secured by this Deed Trust, and any agreements, supplemental agreements, r ther instruments security executed by Trustr as the same date this Deed Trust r at any time subsequent t the date this Deed Trust fr the purpse further securing any indebtedness secured by this Deed Trust, r any part it, r fr the purpse supplementing r amending this Deed Trust r any instrument secured by this Deed Trust; and (5) payment all ther bligatins wed by Trustr t Beneficiary that by their terms recite that they are secured by this Deed Trust, including thse incurred as primary bligr r as guarantr. Regardless anything stated abve r any ther term cntained in this Deed Trust r in the Lan Dcuments (as defined in this Deed Trust), nne Trustr s bligatins under r pursuant t the Certificatin Agreement (as defined in this Deed Trust) will be secured by the lien this Deed Trust. Trustr warrants that: Article 1. Warranty Title. (a) Trustr is the lawful wner the Prperty, 2

26 (b) Trustr will maintain and preserve the lien this Deed Trust until the Indebtedness has been paid in MI, (c) Trustr has gd, right, and lawful authrity t grant the Prperty as prvided in this Deed Trust, and (d) Trustr wilt frever warrant and defend the grant made in this Deed Trust against all claims and demands, except as are specifically set frth in this Deed Trust. Article 2. Representatins and Warranties. Trustr represents and warrants t Beneficiary that as the date this Deed Trust: (a) Trustr is duly rganized, validly existing, and in gd standing under the laws the State its rganizatin and is qualified t d business in Califrnia. (b) Trustr has the requisite pwer and authrity t wn and manage its prperties, t carry n its business as nw being cnducted, and t wn, develp, and perate the Prperty. (c) Trustr is qualified t d business in every jurisdictin in which the nature its business r its prperties makes qualificatin necessary. (d) Trustr is in cmpliance with all Laws, regulatins, rdinances, and rders public authrities applicable t it. Article 3. Affirmative Cvenants. Until the entire Indebtedness has been paid in full, Trustr cvenants t and agrees with Beneficiary as fllws: Sectin 3.1 bligatins Trustr. Trustr will pay the Indebtedness and Trustr will cntinue t be liable fr the payment the Indebtedness until it has been paid in hill. Trustr: (a) will timely perfrm all the cvenants, agreements, terms, and cnditins t be perfrmed by Trustr: (i) under this Deed Trust; (ii) as seller under each cntract sale, and as lessr under each lease, any prtin the Prperty fr which a cntract sale r lease has been apprved in writing by Beneficiary; 3

27 accrdance with the respective terms the agreement; and (iv) under all ther agreements between Trustr and Beneficiary in / 4 (d) All plicies insurance required pursuant t this Deed Trust will be and cancellatin prvisins. Beneficiary shall be named as lss payee. Beneficiary as t amunts, frm, risk cverage, deductibles, insurer, lss payable, satisfactry in frm and substance t Beneficiary and will be apprved by maintenance the Prperty. liability insurance cvering the Prperty and the wnership, use, ccupancy, and (c) Trustr, at its sle cst and expense, will btain and maintain public insurance, and in any amunts, as may frm time t time be reasnably required business interruptin insurance. by Beneficiary against ther insurable risks, including, withut limitatin, and Beneficiary, will maintain during the term this Deed Trust ther (b) Trustr, at its sle cst and expense, but fr the mutual benefit Trustr damage by ther risks embraced by cverage the type nw knwn as the brad vandalism, malicius mischief, burglary, theft, and mysterius disappearance, as Imprvements, withut deductin fr physical depreciatin. The plicies Cst Endrsement. insurance carried in accrdance with this sectin will cntain the Replacement Beneficiary may frm time t time reasnably designate, in an amunt nt less well as earthquake and terrrism, and against any ther risks r hazards that than ne hundred percent (1%) the then full replacement cst the mutual benefit Trustr and Beneficiary against lss r damage by earthquake and fire, and, if the Prperty is within a fld zne, fd insurance, against lss r frm extended cverage, including, but nt limited t, rit and civil cmmtin, (a) Trustr, at its sle cst and expense, will keep the Prperty insured fr the Sectin 3.2 Insurance. cvenants, agreements, terms, r cnditins in any the previusly mentined claims, and damages incurred r sustained by Beneficiary in respect the nnpayment any charges r the nnbservance r nnperfrmance any the agreements. (including, withut limitatin, Beneficiary s cunsel fees and disbursements), (c) will keep Beneficiary indemnified against all actins, prceedings, csts agreements r any the cvenants, agreements, terms, r cnditins cntained in surrender, mdificatin, r amendment any the previusly mentined (b) will nt cancel, surrender, mdify, amend, r permit the cancellatin, any them withut the prir written cnsent, in each case, Beneficiary; and party with respect t the Prperty; (v) as required Trustr under all ther agreements t which Trustr is a ne the Security Dcuments; (iii) as required Trustr under each dcument and agreement cnstituting

28 Sectin 3.3 Maintenance, Waste, and Repair. Tmstr will maintain the Imprvements nw r later existing in gd and tenantable repair, and will nt structurally alter them withut the prir written cnsent Beneficiary, r remve r demlish them In whle r in part, nr will Trustr suffer any waste the Prperty r make any change in the use the Prperty that will in any way increase any rdinary fire r ther hazard insurance premiums r permit anything that may in any way impair the security this Deed Trust. Thistr will nt abandn the Prperty r leave the Prperty unprtected, vacant, r deserted. Sectin 3.4 Impsitin; Impunds. (a) Impsitins Affecting the Prperty. Trustr will pay when due all Impsitins that are r that may becme a lien n the Prperty r are assessed against the Prperty r its rents, ryalties, prits, and incme. (b) Taxes Affecting Trustr. Trustr will file all federal, state, prvincial, cunty, and municipal incme tax returns required t be flied and will pay all taxes that becme due pursuant t the returns r pursuant t any assessments received by Trustr. (c) Impunds; Impund Accunt. At the request Beneficiary, Trustr will pay n a mnthly basis t Beneficiary an amunt equal t ne-twelfth (1/12th) the annual cst impsitins n the Prperty tgether with premiums n required insurance; the accumulated funds will be released t Trustr fr payment lmpsitins and insurance premiums, r may be directly applied by Beneficiary, if Beneficiary elects. Sectin 3.5 Cmpliance with Law. Trustr will preserve and keep in full frce its existence, rights, and pwers. Trustr will prmptly and faithfully cmply with all present and future laws, rdinances, rules, regulatins, and requirements every gvernmental authrity r agency and every bard fire underwriters (r similar bdy exercising similar functins) having jurisdictin that may be applicable t it r t the Prperty r t the use r manner ccupancy, pssessin, peratin, maintenance, alteratin, r repair the Prperty r any part it, whether the law, rdinance, rule, rder, regulatin, r requirement necessitates structural changes r imprvements r interferes with the use r enjyment the Prperty. Sectin 3.6 Bks and Recrds. Trustr will maintain cmplete bks accunt and ther recrds reflecting the results Trustr s peratins (in cnjunctin with its ther peratins as well as its peratin the Prperty), in a frm satisfactry t Beneficiary, and furnish t Beneficiary any infrmatin abut the financial cnditin ltrustr, and the sales and peratins the Prperty as Beneficiary reasnably requests, including, but nt limited t, the fllwing infrmatin, which will be furnished withut request: 5

29 (1 (a) within thirty (3) days after the end each mnth, a statement revenues and expenses relating t the sales, rentals, and peratins the Prperty fr the mnth just ended; (b) as sn as available and in any event within sixty (6) days after the end each fiscal year Trustr, a cpy the annual audit reprt fr the fiscal year fr Trustr, including a balance sheet Trustr as the end the fiscal year, and statements incme and retained earnings and change in financial psitin Trustr fr the fiscal year, in each case certified in a manner acceptable t Beneficiary by independent public accuntants acceptable t Beneficiary; (c) prmptly upn their becming available, cpies all financial statements, reprts, and ntices (including tax returns) sent by Trustr t its partners r any gvernmental authrity succeeding t any its functins; and (d) prmptly upn receipt, cpies any reprts by independent public accuntants submitted t Trustr cncerning its prperties r peratins. Beneficiary will have the right, at all reasnable times and n reasnable ntice, t audit, at Trustr s sle cst and expense, Trustr s bks accunt and recrds, all which will be made available t Beneficiary and Beneficiary s representatives fr that purpse, frm time t time, n Beneficiary s request. Sectin 3.7 Further Assurances. Trustr, at Trustr s expense and at any time n the reasnable request Beneficiary, will execute, acknwledge, and deliver any additinal papers and instruments (including, withut limitatin, a declaratin n setf) and any further assurances title and will d r cause t be dne all further acts and things that may be prper r reasnably necessary t carry ut the purpse this Deed Trust and the Lan Dcuments and t subject t the liens any prperty intended by the terms t be cvered and any renewals, additins, substitutins, replacements, r betterments. Sectin 3.8 Statement by Trustr. Trustr, n ten (1) days written request, will furnish a statement the amunt due r utstanding n the Nte and a statement any fset cunterclaims, r defenses t the payment. Sectin 3.9 indemnity. a) Lf any actin r prceeding (whether judicial, regulatry, r administrative) is threatened r cmmenced, except an actin t freclse this Deed Trust r t cllect the Indebtedness: (i) that affects the Prperty r any prtin it; (ii) in which Beneficiary is r culd be made a party; r (iii) in which it becmes necessary t defend r uphld the lien this Deed Trust, then all csts, fees, and expenses incurred by Beneficiary with respect t the actin r prceeding 6

30 attrneys fees and expenses, incurred by Beneficiary in enfrcing the terms this (b) In additin, Trustr agrees t pay all csts, including, withut limitatin, billing party by Trustr. 7 water rates, sewer rates, r any ther Impsitin that may have becme a lien n the Prperty r any Persnalty prir t the lien this Deed Trust. and after the date receipted bills are btainable) shwing the payment t the extent then due all taxes, assessments (including thse payable in peridic installments), t Beneficiary, within seven (7) days after demand, bills (that will be receipted frm Subject t the prvisins Sectin 3.4 this Deed Trust, Trustr will deliver Sectin 3.12 Tax Receipts. Trustr will prmptly give written ntice t Beneficiary any litigatin detainer prceedings brught by Trustr. cmmenced r threatened affecting Trustr r the Prperty ther than unlawful Sectin 3.11 Litigatin. ver any ther agreement given t secure the Indebtedness. fr any tax, stamp tax, assessment, water rate, sewer rate, insurance premium, repair, rent charge, debt, claim, inspectin, r lien having pririty ver this Deed Trust, r Beneficiary will have the right t declare immediately due any amunt paid by it Sectin 3.1 Reimbursement. Trust and the repayment the Indebtedness. (d) The prvisins this Sectin 4.9 will survive the terminatin this Deed attaching r accruing subsequent t the lien this Deed Trust, and will be frm the date Beneficiary makes the payment r incurs the lss, will be secured by Sectin 4.9(b) this Deed Trust, tgether with interest at the Default Rate Sums mney paid by Beneficiary, and sums wed t Beneficiary pursuant t payable by Trustr t Beneficiary n demand. Sectin 4.9(a) this Deed Trust, the payment may be paid by Beneficiary. this Deed Trust, prir t any right, title, r interest in r claim n the Prperty (c) n the failure Trustr t make timely payment pursuant t the terms asserted against Beneficiary arising ut the Cllateral. any Beneficiary s rights r remedies, any actin taken by Beneficiary under this lss, damage, r expense (including, withut limitatin, attrneys fees) that it may filed. Tnistr agrees t indemnify and hld Beneficiary harmless frm all liability, incur under this Deed Trust, r in cnnectin with the making any the Deed Trust, r by reasn r in defense any claims and demands that may be Deed Trust r the terms any the Lan Dcuments, whether r nt suit is lans r financial arrangements secured by this Deed Trust, the enfrcement days after the submissin bills fr the csts t Trustr, be paid directly t the (including, withut limitatin, attrneys fees and expenses) will, within ten (1)

31 Sectin 3.13 Additinal infrmatin. Trustr will furnish t Beneficiary, within seven (7) days after written request, all infrmatin that Beneficiary may request cncerning the perfrmance by Trustr the cvenants the Lan Dcuments, and Trustr will permit Beneficiary r its representatives at all reasnable times t make investigatin r examinatin cncerning that perfrmance. Sectin 3.14 Right Entry. Trustr grants t Beneficiary and its agents, emplyees, cnsultants, and cntractrs the right t enter n the Prperty fr the purpse inspectins, reprts, tests (including, withut limitatin, sils brings, grundwater testing, wells, r sils analysis), inquiries, and reviews that Beneficiary, in its sle and abslute discretin, deems necessary t assess the then current cnditin the Prperty. Beneficiary will prvide Trustr with ne (1) Business Day s ntice the entry. All csts, fees, and expenses (including, withut limitatin, thse Beneficiary s utside cunsel and cnsultants) incurred by Beneficiary with respect t the inspectins, reprts, tests, inquiries, and reviews, tgether with all related preparatin, cnsultatin, analyses, and review, will be paid by Trustr t Beneficiary n demand, will accrue interest at the Default Rate until paid, and will be secured by this Deed Prperty attaching r accruing subsequent t the lien this Deed making any Trust, prir t any right, title, r interest in r claim n the Trust. Article 4. Negative Cvenants. Until the entire Indebtedness has been paid in full, Trustr cvenants t and agrees with Beneficiary as fllws: Sectin 4.1 Restrictive Uses. Trustr cvenants nt t initiate, jin in, r cnsent t any change in any zning rdinance, private restrictive cvenant, assessment prceedings, r ther public r private restrictin limiting r restricting the uses that may be made the Prperty r any part it withut the prir written cnsent Beneficiary. Sectin 4.2 ther Financing. Except fr the liens securing the Indebtedness, Trustr will nt create r permit t cntinue in existence any mrtgage, pledge, encumbrance, lien, r charge (including purchase mney and cnditinal sale Liens) n any the Prperty except fr: any kind 8

32 (a) liens fr taxes nt yet delinquent, and (b) any ther liens r charges that are specifically apprved in writing by Beneficiary prir t its recrdatin. Any transactin in vilatin this sectin will cause all Indebtedness, irrespective the maturity dates, at the ptin the hlder and withut demand r ntice, t immediately becme due, tgether with any prepayment premium in accrdance with the terms the Nte. Sectin 4.3 Transferability. ne the inducements t Beneficiary fr making the Lan is the identity Trustr. The existence any interest in the Prperty ther than the interests Trustr and Beneficiary and any encumbrance permitted in this Deed Trust, even thugh subrdinate t the security interest Beneficiary, and the existence any interest in Trustr ther than thse the present wners, wuld impair the Prperty and the security interest Beneficiary, and, therefre, Trustr will nt sell, cnvey, assign, transfer, alienate, r therwise dispse its interest in the Prperty, either vluntarily r by peratin law, r agree t d s, withut the prir written cnsent Beneficiary. Cnsent t ne transactin by Beneficiary will nt be deemed a waiver the right t require cnsent t further r successive transactins. If Trustr is a crpratin, any sale, transfer, r dispsitin fifty percent (5%) r mre the vting interest Trustr r any entity that directly r indirectly wns r cntrls Trustr, including, withut limitatin, the parent cmpany Trustr and the parent cmpany the parent cmpany Trustr, will cnstitute a sale the Prperty fr purpses this article, If Trustr is a partnership, any change r additin a general partner Trustr, change a partnership interest Trustr, r sale, transfer, r dispsitin fifty percent (5%) r mre the vting interest r partnership interest any partner Trustr r any crpratin, partnership r entity that directly r indirectly wns r cntrls any partner Trustr, including, withut limitatin, each parent cmpany a partner Trustr and each parent cmpany any parent cmpany a partner Trustr, will cnstitute a sale the Prperty fr purpses this sectin. If Trustr is a limited liability cmpany, any change the manager r any sale, transfer r dispsitin fifty percent (5%) r mre the partnership interests Trustr, r dispsitin fifty percent (5%) r mre the vting interest Trustr r any crpratin, partnership r entity that directly r indirectly wns r cntrls any member Trustr, including withut limitatin, each parent cmpany Trustr and each parent cmpany any parent cmpany a member Trustr, will cnstitute a sale the Prperty fr purpses this sectin. Any transactin in vilatin this sectin will cause all Indebtedness, irrespective the maturity dates, at the ptin the hlder and withut demand r ntice, immediately t becme due, tgether with any prepayment premium in accrdance with the terms the Nte. Sectin 4.4 Cndminium Cnversins. 9

33 4, Trustr may nt undertake any steps t cnvert the Prperty t cndminiums withut the prir written cnsent Beneficiary, which cnsent may be withheld in Beneficiary s sle and abslute discretin. Such prhibited activities include any fling a tentative tract map, recrding a cndminium plan, filing fr a public reprt with the Califrnia Department Real Estate, r pursuing a sales prgram fr cndminium units. ArticleS. Casualties and Cndemnatin. Sectin 5.1 Casualties. ) Trustr will prmptly ntify Beneficiary in writing after any lss r damage caused by fire r ther casualty t the Prperty, and prir t the making any repairs. Trustr will furnish t Beneficiary within ninety (9) days after the lss r damage the fllwing: (i) evidence satisfactry t Beneficiary the cst repair r recnstructin; (ii) evidence satisfactry t Beneficiary that sufficient funds are available r cmmitted fr the benefit Beneficiary, including insurance prceeds, payment and perfrmance bnds, r therwise, t cmplete the repair r recnstructin; and (iii) evidence satisfactry t Beneficiary that the repair r recnstructin may be cmpleted prir t maturity the Lan in accrdance with all applicable laws, rules, regulatins, and rdinances and that all necessary permits and apprvals have been r will be btained. If Trustr des nt furnish this evidence t Beneficiary within the ninety-day perid, r if Beneficiary in its sle discretin determines that repair r recnstructin is nt ecnmically feasible, then within thirty (3) days after the expiratin the ninety-day perid, Beneficiary will have the ptin (in this Deed Trust, Repayment ptin ) t have all insurance prceeds applied against the Indebtedness. (b) If Beneficiary des nt elect the Repayment ptin within the specified time perid, Trustr will with all diligence repair r therwise recnstruct the damage t the Prperty, all accrding t the riginal plans and specificatins fr the imprvements and elevatins r any mdified plans and specificatins cnfrming t the then laws and regulatins as will first have been apprved in writing by Beneficiary and any ccupants the Imprvements having the right t apprve. Beneficiary will use all insurance prceeds, if any, received by it relating t the damage r destructin t reimburse Trustr frm time t time fr expenditures made fr repair the damage r fr the erectin any building, structure, r imprvements in their place if permitted as fllws: 1

34 (i) At the end each mnth against Trustr s architect s certificate, an amunt that will be that prprtin the insurance prceeds held in trust that eighty-five percent (85%) the payments t be made t the cntractrs r materialmen fr wrk dne, materials supplied, and services rendered during that mnth bears t the ttal cntract price. (ii) At the cmpletin the wrk, the balance the prceeds required fr cmpleting the payments fr the wrk will be paid t r fr the accunt Trustr, prvided that at the time the payment: (I) there are n liens (as evidenced by an endrsement satisfactry t Beneficiary issued by Trustee) against the Prperty by reasn the wrk, r pr satisfactry t Beneficiary has been submitted that all csts the wrk have been paid; and (2) Trustr s architect will certify that all required wrk is cmpleted and is prper and a quality and class the riginal wrk required by the riginal plans and specificatins and in accrdance with the apprved plans and specificatins. [f the insurance prceeds exceed the csts cmpleting the wrk, the excess insurance prceeds will belng and be retained by r be paid ver t Beneficiary t be applied against the indebtedness, lithe csts cmpleting the wrk exceed the insurance prceeds, Trustr will pay the balance the csts cmpleting the wrk within thirty (3) days afler the cmpletin. Sectin 5.2 Cndemnatin. Twstr, immediately upn btaining knwledge the institutin any prceedings fr the cndemnatin the Prperty r any prtin it, will ntify Trustee and Beneficiary the pendency the prceedings. Trustee and Beneficiary may participate in and cntrl any prceedings and Trustr frm time t time will deliver t Beneficiary all instruments requested by Beneficiary t permit participatin and cntrl. If there are cndemnatin prceedings, the award r cmpensatin payable is hereby assigned t and will be paid t Beneficiary. Beneficiary will be under n bligatin t questin the amunt any award r cmpensatin and may accept it in the amunt in which it is paid. In any cndemnatin prceedings, Beneficiary may be represented by cunsel selected by Beneficiary. The prceeds any award r cmpensatin received will, at the ptin Beneficiary, either be applied, withut premium, t the prepayment the Nte r be paid ver t Trustr fr restratin the Imprvements in accrdance with the prvisins Sectin 7.1 this Deed Trust. Article 6. Events Default and Remedies Beneficiary. 11

35 The fllwing events are each an Event Default : 12 (g) The fllwing events: withut first btaining the written cnsent Beneficiary. rents r the incme the Prperty r any part it (ther than t Beneficiary) (U The assignment by Trustr, as lessr r sublessr, as the case may be, the remedied by Trustr within thirty (3) days after the happening the event. devlve n r pass t any Persn ther than Trustr and that situatin cntinues and is nt r the pssibility that any prtin the Prperty wuld, by peratin law r therwise, cnsecutive); (ii) remains undismissed fr an aggregate thirty (3) days (whether r nt within seven (7) Business Days after the entry, r (i) results in the entry an rder fr relief against it that is nt fully stayed generally nt paying its debts as they becme due r admitting in writing its bankruptcy, inslvency, rerganizatin, r ther relief fr debtrs, r seeking prperty r fr the Prperty, and that case, prceeding, r ther actin: Trustr s cnsent t, acquiescence in, r attempt t secure the appintment, any (e) Any case, prceeding, r ther actin against Trustr is cmmenced, cmpsitin, adjustment, liquidatin, disslutin, r ther relief fr debtrs; rerganizatin, arrangement, cmpsitin, adjustment, liquidatin, disslutin, r similar relief under any present r future statute, law, r regulatin relating t appintment any Receiver fr Trustr r fr all r any substantial part its case, prceeding, r ther actin seeking any rerganizatin, arrangement, any state inslvency r bankruptcy act; the cmmencement by Trustr any r the adjudicatin Trustr as inslvent r bankrupt pursuant t the prvisins Receiver all r any substantial part its prperties r the Prperty; Trustr s inability t pay its debts r making a general assignment fr the benefit creditrs; r Trustr s taking any actin t authrize any the acts set frth abve in this sectin. seeking t have an rder fr relief entered against it as a debtr r seeking any (d) The entry an rder fr relief under federal bankruptcy laws as t Trustr Beneficiary. r cnditin any the Lan Dcuments, any agreement relating t the Prperty, r any agreement r instrument between any Lan Party and any Lan Party t bserve, perfrm, r discharge any bligatin, term, cvenant, (c) The failure (withut cure during the applicable perid, if any, fr cure) pay Impsitins pursuant t Sectin 3.4 here. (b) Failure t maintain insurance as prvided in Sectin 3.2 here, r failure t (a) Default in the payment any sum principal r interest when due under the Nte r any ther sum due under the Lan Dcuments. Sectin 6.1 Events Default

36 this Deed Trust; maintenance the claim r lien fr a perid thirty (3) days withut discharge, satisfactin, r adequate bnding in accrdance with the terms 13 security, the slvency Trustr, r the existence waste, enter n and take pssessin the Prperty r any part it in its wn name r in the name determine. The entering n and taking pssessin the Prperty, the cllectin less csts and expenses peratin and cllectin, including reasnable attrneys fees, upn the lndebtedness, all in any rder that Beneficiary may Trustee, sue fr r therwise cllect the rents, issues, and prits, and apply them, (i) in persn, by agent, r by a receiver, and withut regard t the adequacy any further presentment, demand, prtest, r ntice any kind, and Beneficiary may: declare all the Indebtedness t be due and the Indebtedness will becme due withut If ne r mre Event Default ccurs and is cntinuing, then Beneficiary may (m) The ccurrence any Material Adverse Change. default in any Trustr s bligatins under the Certificatin Agreement; is false r misleading in any material respect as the date made, r any breach r (I) Any representatin made by any Lan Party in the Certificatin Agreement t any the Security Dcuments; (k) Any the Security Dcuments, at any time after their respective executin and delivery and fr any reasn, cease t cnstitute valid and subsisting liens r valid and perfected security interests in and t the prperty purprted t be subject r the validity r enfrceability is cntested by any Lan Party r any stckhlder liability r bligatin under any the Lan Dcuments t which it is a party. r partner any Lan Party, r any Lan Party denies that it has any r further delivery and fr any reasn, cease t be in full frce r are declared null and vid, (j) Any the Lan Dcuments, at any time after their respective executin and warranty was made. under this Deed Trust r in, under, r pursuant t the Lan Dcuments, is false r misleading in any material respect as the date n which the representatin r (i) Any representatin r warranty made by any Lan Party r any ther Persn relates t the brrwing mney by Trustr frm any Persn. (h) Default under any agreement t which Trustr is a party, which agreement Lan; which will be an Event Default because Trustr s bligatin t wn and perate the Prperty is ne the inducements t Beneficiary t make the except in accrdance with Sectins 5.2 r 5.3 this Deed Trust, any (iii) the sale, hypthecatin, cnveyance, r ther dispsitin the Prperty apprved by Beneficiary in writing; r Beneficiary, any tenants Trustr, and any ne listed in a title exceptin (ii) the existence any interest in the Prperty ther than thse Tmstr, whether r nt the lien is prir t this Deed Trust, and the cntinued (i) The filing any claim r lien against the Prperty r any part it,

37 by law fr the freclsure mrtgages real prperty; (ii) cmmence an actin t freclse this Deed Trust in the manner prvided 4 default, Trustee, withut demand n Trustr, will, after ntice sale having been Beneficiary may rescind any ntice default at any time befre Trustee s sale by cnstitute a cancellatin any prir declaratin default and demand fr sale declaratin r ntice default. The exercise by Beneficiary the right rescissin will nt cnstitute a waiver any default then existing r subsequently ccurring, r impair the right Beneficiary t execute ther declaratins Prperty t be sld, nr therwise affect the Nte r this Deed Trust, r any Trustr, Trustee, r Beneficiary, may purchase at that sale. If allwed by law, Beneficiary, if it is the purchaser, may turn in the Nte at the amunt wing n it tward payment the purchase price (r fr endrsement the purchase price as time sale r that may apply t the sale. Trustee may pstpne sale all r any prtin the Prperty by public pstpne the sale by public annuncement at the time fixed by the preceding pstpnement, and withut further ntice make the sale at the time fixed by the executing a ntice rescissin and recrding it. The recrdatin the ntice will default and demand fr sale, r ntices default and electin t cause the cvenant r warranty, express r implied. The recitals in the deed any matters expressly waives any right redemptin after sale that Trustr may have at the a payment n the Nte if the amunt wing exceeds the purchase price). Trustr and any acceleratin maturity indebtedness affected by any prir r facts will be cnclusive pr their truthfulness. Any Persn, including and in any rder that it may determine, at public auctin t the highest bidder. last pstpnement; r Trustee may, in its discretin, give a new ntice sale. will deliver t the purchaser its deed cnveying the prperty sld, but withut any require. If ntice default has been given as then required by law, and after lapse given as required by law, sell the Prperty at the time and place sale fixed by it the rights, bligatins, r remedies Beneficiary r Trustee. After sale, Trustee and any receipts and evidence expenditures made and secured as Trustee may Trust, Beneficiary will als depsit with Trustee this Deed Trust, the Nte, the time that may then be required by law, after recrdatin the ntice If Beneficiary elects t freclse by exercise the pwer sale in this Deed annuncement at the time and place sale, and frm time t time after that may Sectin 6.2 Pwer Sale. r in equity. (v) exercise any these remedies in cmbinatin r any ther remedy at law in accrdance with Beneficiary s rights and remedies; r in the ntice sale, either as a whle r in separate parcels as Trustee determines, Land, r prceed t sell the Persnalty separately and withut regard t the Land prperty in accrdance with Beneficiary s rights and remedies in respect the (iv) with respect t any Persnalty, prceed as t bth the real and persnal ntice Trustee r Beneficiary will cause t be filed fr recrd; a written ntice default and electin t cause the Prperty t be sld, which (iii) deliver t Trustee a written declaratin default and demand fr sale, and default r ntice default r invalidate any act dne pursuant t the ntice; rents, issues, and prits, and the applicatin them will nt cure r waive any

38 (b) Trustee, upn the sale, will make (withut any cvenant r warranty, express r implied), execute and, after due payment made, deliver t a purchaser and its heirs r assigns a deed r ther recrd interest, as the case may be, t the Prperty sld, which will cnvey t the purchaser all the title and interest Trustr in the Prperty and will apply the prceeds the sale in payment: (i) first, the expenses the sale tgether with the expenses the trust, including, withut limitatin, attrneys fees, that will becme due n any default made by Trustr, and als any sums that Trustee r Beneficiary have paid fr prcuring a search the title t the Prperty subsequent t the executin this Deed Trust; and (ii) secnd, in payment the Indebtedness then remaining unpaid, and the amunt all ther mnies with interest in this Deed Trust agreed r prvided t be paid by Trustr. Trustee will pay the balance r surplus the prceeds sale t Trustr and its successrs r assigns as its interests may appear. Sectin 6.3 Pr Default. If there is a sale the Prperty, r any part it, and the executin a deed fr it, the recital default and recrding ntice breach and electin sale, and the elapsing the required time between the recrding and the fllwing ntice, and the giving ntice sate, and a demand by Beneficiary that the sale shuld be made, will be cnclusive pr the default, recrding, electin, elapsing time, and the due giving ntice, and that the sale was regularly and validly made n prper demand by Beneficiary. Any deed with these recitals will be effectual and cnclusive against Trustr, its successrs, and assigns, and all ther Persns. The receipt fr the purchase mney recited r in any deed executed t the purchaser will be sufficient discharge t the purchaser frm all bligatins t see t the prper applicatin the purchase mney. Sectin 6.4 Prtectin Security. If an Event Default ccurs and is cntinuing, Beneficiary r Trustee, withut ntice t r demand upn Trustr, and withut releasing Trustr frm any bligatins r defaults may: (a) enter n the Prperty in any manner and t any extent that either deems necessary t prtect the security this Deed Trust; (b) appear in and defend any actin r prceeding purprting t affect, in any manner, the bligatins r the Indebtedness, the security this Deed Trust, r the rights r pwers Beneficiary r Trustee; (c) pay, purchase, r cmprmise any encumbrance, charge, r Lien that in the judgment Beneficiary r Trustee is prir r superir t this Deed Trust; and 15

39 Deed Trust. sectin with interest at the Default Rate, and thse sums, with interest, will be secured by this Trustr agrees t repay n demand all sums expended by Trustee r Beneficiary pursuant t this 1 16 nt, hwever, be deemed t cure the default by Trustr, and they will nt be cured t any right, title, r interest in r claim n the Prperty attaching r accruing be secured by the Security Dcuments and by the lien this Deed Trust, prir Beneficiary in cnnectin with the perfrmance any act, tgether with interest making each payment, will be added t the principal the Indebtedness, will n unpaid balances at the Default Rate frm the respective dates Beneficiary s The making by Beneficiary payments ut Beneficiary s wn funds will the default rate. All sums paid and all reasnable csts and expenses incurred by unless and until Trustr reimburses Beneficiary fr the payments plus interest at the Prperty fr that purpse. (b) perfrm any ther acts n the part Trustr t be perfrmed and enter n pay fr, and maintain any the insurance plicies prvided fr; and (a) make frm its wn funds any payments payable by Trustr and take ut, if insurance premiums are nt paid when due r if Beneficiary determines that an then Beneficiary, after seven (7) Business Days ntice t Trustr (r withut ntice and cnditins required n Trustr s part t be perfrmed and cmplied with under this Deed Trust, the Nte, any the ther Lan Dcuments, r any ther If Trustr at any time fails t perfrm r cmply with any the terms, cvenants, agreement that, under the terms this Deed Trust, Trustr is required t perfrm, emergency exists), and withut waiving r releasing Trustr frm any the bligatins, may, subject t the prvisins any the agreements: Sectin 6.6 Curing the Defaults. unless the receivership is terminated sner. cntinue as such and exercise all thse pwers until the date cnfirmatin sale, and duties Beneficiary in case entry as prvided in this Deed Trust, and will will have all the pwers and duties receivers in similar cases and all the pwers regard t the then value the Prperty, will have the right t apply exparte t any ntice any applicatin fr that, prvided a hearing t cnfirm the appintment with right and withut ntice t Trustr r anyne claiming under Trustr and withut curt having jurisdictin t appint a Receiver the Prperty, and Trustr waives ntice t Trustr is set within furteen (14) days after the appintment. Any Receiver (fan Event Default ccurs and is cntinuing, Beneficiary, as a matter strict Sectin 6.5 Receiver. reasnable attrneys fees. (d) pay expenses relating t the Prperty and its sale, emply cunsel, and pay

40 subsequent t the lien this Deed Trust, and will be payable by Trustr t Beneficiary n demand. Sectin 6.7 inspectin Rights. n reasnable ntice (except in the case an emergency), and withut releasing Trustr frm any bligatin t cure any default Trustr, Beneficiary r its agents, representatives, and emplyees acting by themselves r thrugh a curt-appinted receiver, may, frm time t time and at all reasnable times (r at any time in the case an emergency) enter and inspect the Prperty and every part it (including all samples building materials, sil, and grundwater, and all bks, recrds, and tiles Trustr relating t the Prperty) and perfrm any acts and things as Beneficiary deems necessary r desirable t inspect, investigate, assess, and prtect the security this Deed Trust, fr the purpse determining: (a) the existence, lcatin, nature, and magnitude any past r present Release r threatened Release, (b) the presence any Hazardus Substances n r abut the Prperty in vilatin any Hazardus Substance Law, and (c) the cmpliance by Trustr every envirnmental prvisin this Deed Trust and every ther Lan Dcument. In furtherance these purpses, withut limitatin any its ther rights, Beneficiary may: (I) btain a curt rder t enfrce Beneficiary s right t enter and inspect the Prperty under Civ. Cde , t which the decisin Beneficiary as t whether there exists a Release, threatened Release, any Hazardus Substances n r abut the Prperty in vilatin any Hazardus Substance Law, r a breach by Trustr any envirnmental prvisin this Deed Trust r any ther Lan Dcument, will be deemed reasnable and cnclusive as between Trustr, Trustee, and Beneficiary; and (ii) have a receiver appinted under Cde Civ. Prc. 564 t enfrce Beneficiary s right t enter and inspect the Prperty fr Hazardus Substances. All csts and expenses incurred by Beneficiary with respect t the audits, tests, inspectins, and examinatins that Beneficiary r its agents, representatives, r emplyees may cnduct, including the fees the engineers, labratries, cntractrs, cnsultants, and attrneys, will be paid by Trustr. All csts r expenses incurred by Trustee and Beneficiary pursuant t this subsectin (including, withut limitatin, curt csts, cnsultants fees, and attrneys fees, whether incurred in litigatin and whether befre r after judgment) will bear interest at the Default Rate frm the date they are incurred until they have been paid in full with interest at the Default Rate. Except as prvided by law, any inspectins r tests made by Beneficiary r its representatives, emplyees, and agents, will be fr Beneficiary s purpses nly and will nt be cnstrued t create any respnsibility r liability n the part Beneficiary t Trustr r t any ther persn. Beneficiary will have the right, 17

41 Deed Trust r any Lan Dcument. breach any Trustr s bligatins under any envirnmental prvisin in this 18 fr sale the Prperty r any prtin the Prperty; and, subject t the ther and fixtures fr generating r distributing air, water, heat, electricity, light, fuel, r refrigeratin, r fr ventilating r sanitary purpses, r fr the exclusin vermin r elevatrs, dumbwaiters, awnings, windw shades, venetian blinds, light fixtures, fire drapery rds and brackets, mirrrs, mantles, screens, linleum, carpets and carpeting, washers, dryers, icebxes, refrigeratrs, heating units, stves, vens, ranges, dishwashers, dispsals, water heaters, incineratrs, furniture, Fixtures, and equipment; all inventries and supplies, including, withut limitatin, fice supplies, electrnic r audi/vide equipment; all pdiums, micrphnes, mvie and slide prjectrs and screens, and ther prperty relating t cnference and cnventin any part the Prperty, all depsits cllected frm purchasers pursuant t cntracts with the peratin the Prperty r the imprvements and all the prceeds that prperty: the Persnally; the Fixtures; all machinery, equipment, engines, appliances, plumbing, bathtubs, sinks, basins, pipes, faucets, water clsets, laundry equipment, furnishings; all building materials, supplies, and equipment nw r later delivered t prgrams, file names, typewriters, duplicating machines, wrd prcessing equipment, facilities; all security and cleaning depsits cllected frm any tenants r lessees and interest nw wned r later acquired t the fllwing prperty (cllectively, sap, light bulbs, tilet paper, and linens; all clcks, televisin sets, radis, and ther hses and brackets and bxes fr them, fire sprinklers, alarm systems, draperies, insects, r fr the remval dust, refuse, r garbage; all wallbeds, wall safes, builtin furniture and installatins, shelving, lckers, partitins, drstps, vaults, mtrs, Trustr als grants t Beneficiary a security interest in all Trustr s right, title, Cllateral ) nw r later affixed t r lcated n the Prperty, r used in cnnectin furnishings; all cmmunicatin systems; all specifically designed installatins and cmputer systems, hardware and stware, access cdes, access keys, cmputer adding machines, calculatrs, dictating equipment, printing presses, and related the Prperty; all fice equipment, including, withut limitatin, all cmputers, Sectin 7.1 Grant Security Interest. Article 7. Security Agreement default, nr will it prejudice Beneficiary in the exercise any its rights unless, in r waiver default, will nt invalidate any act dne pursuant t any ntice exercise any right r remedy by Beneficiary will nt in any way cnstitute a cure will be in additin t all ther rights and remedies prvided in the ther Lan Dcuments r prvided by law, including any banker s lien and right fset. The the exercise thse rights, Beneficiary cllects the ttal amunt the Indebtedness. All remedies Beneficiary prvided fr in this Deed Trust are cumulative and Sectin 611 Remedies Cumulative. any fact r reasnable belief Beneficiary that cnstitutes r culd cnstitute a but nt the bligatin, t cmmunicate with any gvernmental authrity regarding

42 p prvisins this Deed Trust, all prceeds any fire and builders risk insurance plicy, r any plicy insuring the Prperty (and the cntents the Imprvements) against any ther perils, all awards made in eminent dmain prceedings, r purchased in lieu that, made with respect t the Prperty, and any cmpensatin, award, payment, r relief given by any gvernmental agency r ther surce because damage t the Prperty resulting frm earthquake, fld, windstrm, r any emergency r any ther event r circumstance including terrrism. The specific enumeratins in this Deed Trust d nt exclude the general. The security interest als includes all additins t, substitutins fr, changes in, r replacements the whle r any part these articles prperty, tgether with all cntract rights Trustr in cnstructin cntracts, bnds, agreements fr purchase and sale the Prperty, all plicies insurance arising ut the imprvement r wnership the Prperty, and all accunts, cntract rights, chattel paper, instruments, general intangibles, and ther bligatins any kind nw r later existing, arising ut, r in cnnectin with the peratin r develpment the Prperty. The security interest als includes all rights nw r later existing in all security agreements, leases, and ther cntracts securing r therwise relating t any accunts, cntract rights, chattel paper, instruments, general intangibles, r bligatins; all causes actin and recveries nw r later existing fr any lss r diminutin in value the Prperty; all prceeds any the Cllateral; and, t the extent nt therwise included, all payments under insurance (whether Beneficiary is the lss payee), r any indemnity, warranty, r guaranty payable by reasn lss r damage t r therwise with respect t any the Cllateral. Sectin 7.2 Rcmedies. This Deed Trust cnstitutes a security agreement with respect t the Cllateral in which Beneficiary is granted a security interest. Beneficiary has all the rights and remedies a secured party under the Califrnia Unifrm Cmmercial Cde as well as all ther rights and remedies available at law r in equity. Trustr agrees t execute and deliver n demand, and irrevcably cnstitutes and appints Beneficiary the attrney-in-fact Trustr t execute, deliver, and file, any security agreements, financing statements, cntinuatin statements, r ther instruments that Beneficiary may request t impse, perfect, r cntinue the perfectin the lien r security interest created by this Deed Trust. n the ccurrence any Event Default (taking int accunt any applicable perid grace r cure), Beneficiary will have the right t sell at any public r private sales as permitted by applicable law any the Cllateral that is persnal prperty. Beneficiary will als have any ther rights and remedies, whether at law, in equity, r by statute that are available t secured creditrs. Any dispsitin may be cnducted by an emplyee r agent Beneficiary r Trustee. Any Persn, including bth Trustr and Beneficiary, will be eligible t purchase any part r all the Cllateral at any dispsitin. Sectin 7.3 Expenses. Expenses retaking, hlding, and preparing fr sale, selling, r the like will be brne by Trustr and will include Beneficiary s and Trustee s attrneys fees and legal expenses. Trustr, n demand Beneficiary, will assemble the Cllateral and make it available t Beneficiary at the Prperty, a place deemed t be reasnably cnvenient t Beneficiary and Trustr. Beneficiary will give Trustr at least ten (1) 19

43 / days prir written ntice the time and place any public sale r ther dispsitin the Cllateral r the time r after which any private sale r any ther intended dispsitin is t be made. If the ntice is sent t Trustr in the manner prvided fr the mailing ntices in this Deed Trust, it is deemed reasnable ntice t Trustr. Sectin 7.4 Fixture Filing. (a) This Deed Trust cnstitutes a financing statement filed as a fixture filing in the fficial Recrds the Cunty Recrder the cunty in which the Prperty is lcated with respect t all Fixtures included within the term Prperty as used in this Deed Trust and with respect t any gds, Cllateral, r ther persnal prperty that may nw be r later becme fixtures. (b) It is understd and agreed that, t prtect Beneficiary against the effect Cal. U. Cm. Cde 9334, if any fixture wned by Trustr n the Prperty, r any part any fixture, is replaced r added t, r any new fixture wned by Trustr is installed by Trustr, and the fixture is r may be subject t a security interest held by a seller r any ther party, the fllwing will apply: (i) Trustr r any wner all r any part the Prperty will, befre the replacement, additin, r installatin any fixture, btain the prir written apprval Beneficiary, and give Beneficiary written ntice that a security agreement with respect t the fixture has been r will be cnsummated, and the ntice will cntain the fllwing infrmatin: (A) a descriptin the fixtures t be replaced, added t, installed, r substituted; (B) a recital the lcatin at which the fixtures will be replaced, added t, installed, r substituted; (C) a statement the name and address the hlder and amunt the security interest; and (D) the date the purchase the fixtures. Neither this subsectin nr any cnsent by Beneficiary pursuant t this subsectin will cnstitute an agreement t subrdinate any right Beneficiary in fixtures r ther prperty cvered by this Deed Trust. (ii) Beneficiary may at any time pay the balance due under the security agreement and the amunt paid will be: (A) secured by this Deed Trust and will be a lien n the Prperty, enjying the same pririties as this Deed Trust, (8) added t the amunt the Nte r ther bligatin secured by this Deed Trust, and 2

44 ul V (C) payable n demand with interest at the Default Rate frm the time the payment; and entire principal sum secured with all unpaid interest will, at the Beneficiary s ptin, becme immediately due, regardless any cntrary prvisin in this Deed Trust r the Nte; r Beneficiary will have the privilege acquiring by assignment frm the hlder the security interest any cntract rights, accunts receivable, chattel paper, negtiable r nnnegtiable instruments, r ther evidence Trustr s indebtedness fr the fixtures, and, n acquiring these interests by assignment, will have the right t enfrce the security interest as an assignee, in accrdance with the Califrnia Unifrm Cmmercial Cde and ther applicable law. if Trustr is in default fr ten (1) days after demand, the (iii) Whether Beneficiary has paid r taken an assignment the security interest, if at any time Trustr is in default fr a perid (1) days under the security agreement cvering the fixtures, that default will be cnsidered a material breach Trust, and will, at Beneficiary s ptin, cnstitute a default under this Deed Trust, and the principal sum secured will, at Beneficiary s ptin, becme immediately due. Trustr s cvenants under this Deed ten (iv) The prvisins subsectins (ii) and (iii) abve will nt apply the gds that may becme fixtures are at least equivalent value and quality as any prperty being replaced and the rights the party hlding the security interest have been expressly subrdinated, at n cst t Beneficiary, t the lien this Deed Trust in a manner satisfactry t Beneficiary, including, withut limitatin, at Beneficiary s ptin, prviding t Beneficiary a satisfactry pinin cunsel that this Deed subsisting first lien n the fixtures that is nt subrdinate t the lien the security interest under any applicable law, including, withut limitatin, the prvisins if Cal. U. Cm. Cde if Trust cnstitutes a valid and Sectin 7.5 Assignment Agreements. (a) As partial security fr the Lan, Trustr sells, assigns, transfers, sets ver, and delivers t Beneficiary all Trustr s right, title, and interest in all agreements, permits, and cntracts pertaining t the use r peratin the Prperty, including, but nt limited t, envirnmental impact reprts; negative declaratins; map apprvals; grading and cnstructin permits; cnditinal use permits; applicatins fr all permits; management agreements; all develpment rights in the Prperty that Trustr may nw r later acquire (including, withut limitatin, develpment rights arising in cnnectin with any actin by a gvernmental entity, including, by way illustratin, but nt limitatin, inducement reslutins cunty, municipal, r ther gvernmental entities); agreements with cntractrs, suppliers, and cnstructin managers; and agreements pertaining t the transfer develpment rights r permitted flr area under applicable laws r rdinances (cllectively, Agreements ), as they may be amended r therwise mdified frm time t time, including, withut limitatin, the right the Agreements, t perfrm under them, and t cmpel perfrmance and therwise exercise all remedies under them, tgether with the immediate and cntinuing right t cllect and receive all sums that may becme due t Trustr, r which Trustr may nw r later becme entitled t demand r claim, arising r issuing ut the Agreements, including, withut limitatin, claims Trustr fr damages arising ut breach r default under any the Agreements and all rights any insurance, indemnity, warranty, r guaranty with respect t any the 21 Trustr t terminate any Trustr t receive prceeds

45 22 Beneficiary cnfers n Trustr a license ( License ) t cllect and retain the cllect and retain the Payments withut ntice and withut taking pssessin the Payments as they becme due until the ccurrence an Event Default. Upn an Event Default, the License will be autmatically revked and Beneficiary may Sectin 8.2 License. Prperty. Leases and Payments is nt cntingent n, and may be exercised withut, pssessin the The term Leases will als include all guarantees and security fr the lessees perfrmance, and abslute assignment, nt an assignment fr security purpses nly, and Beneficiary s right t the all amendments, extensins, renewals, r mdificatins that are peimitted. This is a present and Leases ( Payments ), fr the purpses and n the terms and cnditins belw. all amunts payable and all rights and benefits accruing t Trustr under the (b) the rents, issues, and prits the Prperty, including, withut limitatin, nw existing r entered int after the date this Deed Trust ( Leases ), and agreements any kind relating t the use r ccupancy the Prperty, whether relating t the management, leasing, r peratin the Prperty; and ther (a) all Trustr s right, title, and interest in all leases; licenses; agreements Trustr irrevcably assigns t Beneficiary: Sectin 8.1 Assignment. ArticleS. Assignment Leases and Rents. r discharge any bligatin, duty, r liability under the Agreements, r t assume any actin under them, r t expend any mney r incur any expense r perfrm any bligatin r respnsibility fr the nnperfrmance the prvisins by bligate Beneficiary t assume any bligatins under the Agreements r t take Beneficiary s right t declare the assignment in this Article 9.5 t be abslute, the rights, pwers, privileges, and authrity granted will nt, prir t the exercise Trustr. (c) The acceptance by Beneficiary the assignment in this Article 9.5, with all right t declare the assignment in this Sectin 9.5 t be abslute, and, in additin, perfrmed, and discharged by it under the Agreements. Beneficiary, upn an Event Default, at its ptin and upn written ntice t Trustr, will have the Beneficiary will have the cmplete right then r later t exercise and enfrce all the rights and remedies prvided by law. (b) Trustr cvenants and agrees t punctually bserve, perfrm, and discharge the bligatins, terms, cvenants, cnditins, and warranties t be bserved, all sums that may becme payable t Tmstr under the Agreements. Agreements. Hwever, s lng as n Event Default has ccurred and is cntinuing, Trustr will have the right under a license granted t cllect and retain

46 Beneficiary any rental r ther sums that may at any time becme due under the actually ccurred r is then existing. Trustr relieves the lessees frm any liability t The lessees will have n right r duty t inquire as t whether any Default has Leases, r fr the perfrmance any the lessee& undertakings under the Leases. rely n and cmply with any ntice r demand by Beneficiary fr the payment t Prperty. Trustr irrevcably authrizes and directs the lessees under the Leases t I 23 cunterpart riginals the Leases; and (v) prmptly upn executin, deliver t Beneficiary fully executed leased at all times and at rentals nt less than the fair market rental value; (iv) exercise diligent, gd-faith effrts t keep all prtins the Prperty the Leases, whether by the lessees r Trustr; (iii) give Beneficiary prmpt ntice any default that ccurs under any relating t any the Leases r t Trustr s interest in any the Leases; Leases and prsecute and defend any actin, arbitratin, r ther cntrversy remedies available t Trustr in case default by the lessees under any the (ii) subject t the prvisins Sectin 1.4(b)(iv) belw, enfrce all perfrmance by the lessees their bligatins under the Leases; (i) perfrm all bligatins the lessr under the Leases and enfrce (a) At Trustr% sle cst t: Tmstr cvenants and agrees as fllws: Sectin 8.4 Leasing Cvenants. any bligatin Trustr arising under the Leases. the rights granted t Beneficiary under this assignment r the failure Beneficiary t perfrm Beneficiary will nt be liable t Trustr r any ther party as a cnsequence the exercise management, upkeep, repair, r cntrl the Prperty. dangerus r defective cnditin the Prperty, r any negligence in the (c) respnsible fr any waste cmmitted by lessees r any ther parties, any the Leases; r (b) respnsible fr perfrming any the bligatins the lessr under any (a) a mrtgagee-in-pssessin fr any purpse; r prits frm the Prperty, r cause Beneficiary t be: The assignment will nt impse n Beneficiary any duty t prduce rents, issues, Sectin 8.3 Effect Assignment. Beneficiary. Trustr by reasn relying n and cmplying with any ntice r demand by

47 frm apprved by Beneficiary, all after the date this Deed Trust; subrdinate t this Deed Trust, r enter int any Lease which is nt n a (i) enter int any Majr Lease, enter int any Leases which are nt expressly ç : / 24 Sectin 8.7 Remedies. (d) any ther infrmatin reasnably requested by Beneficiary. Trustr r lessees under the assignment r the Leases; and (c) that there are n defenses r fsets utstanding, r stating thse claimed by (b) the date each lessee s mst recent payment rent; (a) that the assignment and the Leases are in full frce; by Trustr and by each the lessees, in recrdable frm, certifying: Beneficiary and t any party designated by Beneficiary estppel certificates executed Within twenty (2) days after request by Beneficiary, Trustr will deliver t Sectin 8.6 Estppel Certificates. the bligatins in any rder that Beneficiary may elect. amunts received pursuant t the assignment t the payment any ne r mre Beneficiary, in its sle discretin, may apply, r require the applicatin, all Sectin 8.5 Applicatin Rents. Any attempted actin in vilatin the prvisins Sectin 1.4(b) will be vidable at Beneficiary s electin. encumbrance. (vi) subrdinate any the Leases t any ther deed trust r (v) cnsent t any assignment r subletting by any lessee; r discharge the lessees frm any bligatins; (iv) terminate, mdify, r amend any the terms the Leases r release r becmes due; (iii) discunt any rent r ther sums due under the Leases r cllect them in advance, ther than t cllect rent ne (1) mnth in advance the time when it Payments; (ii) execute any ther assignment relating t any the Leases r the (b) except with Beneficiary s prir written cnsent, nt t:

48 the Leases r frm the Prperty; (a) T receive the Payments and any ther amunts arising r accruing under fllwing rights and remedies upn the ccurrence an Event Default: In additin t any ther remedies in this Deed Trust, Beneficiary will have the 4-25 Beneficiary as hlder the Nte and Beneficiary under this Deed Trust, the ntice t Trustr unless Trustr, within that thirty (3) day perid, if permitted by secured by mrtgage r deed trust (ther than laws impsing taxes n incme) r indebtedness will becme due at Beneficiary s ptin, exercised by thirty (3) days value the Prperty, fr the purpses taxatin, any lien n it, r changes in any the manner the cllectin any taxes s as t affect adversely the rights way the laws nw in frce fr the taxatin mrtgages, deeds trust, r debts If any law is passed, after the date this Deed Trust, that deducts frm the Sectin 9.2 Change Law. Beneficiary may remve Trustee r any successr trustee at any time and appint the successr. all the pwers, rights, and authrity Trustee will immediately becme vested in Prperty is lcated, r in any ther manner permitted by law. Upn that appintment, a successr trustee by recrding a written substitutin in the cunty where the Sectin 9.1 Successr Trustee. Article 9. Miscellaneus. bligrs under the Leases. any ther parties in a similar psitin and will als include any guarantrs r ther Leases. The terms lessee and lessees will include any tenants and licensees and wners, landlrds, licensrs, and ther parties in a similar psitin with respect t the The terms lessr and lessrs as used in this Deed Trust will include all Sectin 8.8 Definitins. Beneficiary may deem prper. either with r withut taking pssessin the Prperty, in its wn name, make n any terms and fr any perid time that Beneficiary may deem prper and, (c) T take pssessin the Prperty, and hld, manage, lease, and perate it frm time t time all alteratins, renvatins, repairs, r replacements that under the Leases; and and pursue any remedies fr the enfrcement the Leases r Trustr s rights (1,) T cllect, sue fr, settle, cmprmise, and give releases fr the Payments

49 law, assumes the payment perid remaining until full payment by Trustr any tax r ther charge impsed n Beneficiary fr the the Indebtedness. Sectin 9.3 N Waiver. N waiver by Beneficiary any missin by Beneficiary t take actin n accunt that default the default persists r is repeated. Als, n express waiver will affect any default ther than the default in the waiver and the waiver will be perative nly fr the time and t the extent stated. Waivers nt be cnstrued as a waiver the same cvenant, term, r cnditin. The cnsent r apprval by Beneficiary fr any act by Trustr requiring further cnsent r apprval will nt be deemed t waive r render unnecessary the cnsent r apprval fr any subsequent similar act. any default r breach by Trustr will be implied frm any cvenant, term, r cnditin in this Deed any subsequent breach if Trust will Sectin 9.4 Abandnment. Subject t any chattel mrtgages, security agreements, r ther liens n title that may exist with the cnsent Beneficiary, r any prvided fr in this Deed Trust, all Persnalty that upn freclsure the Prperty is wned by Trustr and is used in cnnectin with the peratin the Prperty will be deemed at Beneficiary s ptin t have becme n that date a part the Prperty and abandned t Beneficiary in its then cnditin. Sectin 9.5 Ntices. All ntices, advices, demands, requests, cnsents, statements, satisfactins, waivers, designatins, refusals, cnfirmatins, r denials that may be required r cntemplated under this Deed will be in writing, and, they must be either persnally served r sent with return receipt requested by registered r certified mail with pstage (including registratin r certificatin charges) prepaid in a securely enclsed and sealed envelpe as fllws: Trust fr any party t serve n r give t any ther if nt in writing, will nt be deemed t have been given. Als, If t Trustr: If t Beneficiary: SAGEBRK INVESTMENTS, LLC Ventura Bulevard, Suite 1 Sherman aks, Califrnia WDBRIDGE MRTGAGE INVESTMENT FUND 3, LLC Ventura Bulevard, Suite 1 Sherman aks, Califrnia

50 Sectin 9.6 Survival. The cvenants and agreements in this Deed benefit Beneficiary may assign t r grant a participatin in any ne r mre lenders, free frm any right cunterclaim, recupment, r setf by Trustr, Beneficiarys rights and bligatins in whle r in part under the Lan Dcuments. Nthing in this Article 11.6 is intended t limit ther prvisins in the Lan Dcuments that by their terms survive the repayment the indebtedness r the terminatin Dcument. Trust will bind and inure t the Beneficiary and Trustr and their successrs and assigns. It is agreed that any Lan Sectin 9.7 Severability. If any term, prvisin, cvenant, r cnditin this Deed Trust r any applicatin it is held by a curt unenfrceable, in whle r in part, all terms, prvisins, cvenants, and cnditins this Deed it nt held invalid, vid, r unenfrceable will cntinue in full frce and will nt be affected, impaired, r invalidated. Trust and all applicatins cmpetent jurisdictin t be invalid, vid, r Sectin 9.8 References t Freclsure. References in this Deed references t the apprpriate prcedure in cnnectin with Tmste&s private pwer sale, any judicial freclsure prceeding, and any deed given in lieu freclsure. Trust t freclsure and related phrases are Sectin 9.9 Jinder Freclsure. if Beneficiary hlds any ther r additinal security fr the payment any Indebtedness r perfnnance in the payment r perfrmance, in Beneficiary s sle discretin, may be prir t, subsequent t, r jined r therwise cntempraneus with any sale r freclsure. In additin t the rights in this Deed any time and frm time t time, may exercise any right r remedy nw r later given by law t beneficiaries under deeds trust generally, r t the hlders any bligatins the kind secured. any bligatin, its sale rfreclsure, n any default Trust specifically cnferred, Beneficiary, at Sectin 9.1 Rights Beneficiary and Trustee. At any time and frm time t time, withut liability and withut ntice, and withut releasing r therwise affecting the liability any Indebtedness, any persn fr payment (a) Beneficiary, at its sle discretin and nly in writing, may extend the time fr r release any Persn nw r later liable fr payment any Indebtedness, r 27

51 endrsement, may recnvey any part the Prperty, cnsent t the making any additinal ntes secured by this Deed Trust, and this Deed Trust fr (b) Trustee, n written request Beneficiary and presentatin the Nte, any 28 At the ptin Beneficiary, this Deed Trust will becme subject and Prperty r cndemnatin r exercise pwer eminent dmain), t any cntracts subrdinate, in whle r in part (but nt with respect t pririty entitlement t any insurance prceeds, damages, awards, r cmpensatin resulting frm damage t the Sectin 9.13 Subrdinatin. csts incurred by Beneficiary r Trustee by reasn the Reprtable Event. will immediately reimburse Beneficiary n demand fr all taxes levied against r Incme Security Act 1974, as amended ( ERESA ), with respect t any retirement pssible (defined in ERISA) with respect t any plan Trustr has ccurred, it wit] furnish t BeneficIary a statement in writing setting frth details abut the Reprtable Event ntice the Reprtable Event furnished t the Pensin Benefit Guaranty whle r in part t be a transactin prhibited by the prvisins ERJSA, Trustr Trustr will at all times cmply with the prvisins the Emplyee Retirement after Trustr knws, r has reasn t knw, that any Reprtable Event Crpratin. In additin, if at any time the lan evidenced by the Nte is deemed in and the actin, if any, that Trustt prpses t take, tgether with a cpy the r ther emplyment benefit plan t which it is a party as emplyer. As sn as Sectin 9.12 ERISA Cmpliance. brrwing mney by Trustr frm any Persn. (b) ntices default that Trustr receives under any agreement relating t the authrity, and (a) ntices vilatin that Trustr receives frm any gvernmental agency r Trustr will prmptly give t Beneficiary cpies all Sectin 9.11 Cpies. described as the persn legally entitled. pr the truthfulness them, and the grantee in any recnveyance may be warranty the then trust prperty. The recitals in any recnveyance wilt be cnctusive n payment t Trustee its fees and expenses, Trustee will recnvey withut secured by this Deed Trust, and this Deed Trust t Trustee fr cancellatin, and n Beneficiary s written request and surrender the Nte, any additinal ntes extensin r subrdinatin. map r plat it, jin in granting any easement n it, r jin in any agreement Trust, r accept r release additinal security, r subrdinate the lien r charge this Deed

52 sale r any leases the Prperty n the executin by Beneficiary and recrding a unilateral declaratin t that effect in the ficial recrds the cunty and state where the Prperty is lcated. Beneficiary may require the issuance insurance endrsements t the Title Plicy in cnnectin with any subrdinatin that Beneficiary, in its judgment, determines are apprpriate, and Trustr will be bligated t pay any cst r expense incurred in cnnectin with the issuance. any title Sectin 9.14 N Merger. S lng as any the Indebtedness remains unpaid r Beneficiary has any further bligatin under the Lan Dcuments, unless Beneficiary therwise cnsents in writing, the fee estate it will nt merge, by peratin law r therwise, with any leasehld r ther estate in the Prperty r any part it, but will always be kept separate and distinct, regardless the unin the fee estate and the leasehld r ther estate in Trustr r any ther Persn. Trustr in the Prperty r any part Sectin 9.15 Inspectin Prperty. Beneficiary is authrized by itself r its agents, emplyees, r wrkers, t enter at any reasnable time n prir written ntice t Trustr n any part the Prperty fr the purpse inspecting it, and fr the purpse authrized t perfrm under the terms cperate with Beneficiary t facilitate any inspectin. the acts it is Trust. Trustr agrees t perfrming any this Deed Sectin 9.16 Perfrmance by Trustr. Trustr will faithfully perfrm every cvenant t be perfrmed by Trustr under any lien r encumbrance, including, withut limiting the generality this Deed Trust, mrtgages, deeds trust, leases, declaratins r cvenants, cnditins and restrictins, and ther agreements that affect the Prperty, in law r in equity, that Beneficiary reasnably believes may be prir and superir t r n a parity with the lien r charge this Deed encumbrance that exists after any applicable grace perid in the pertinent instrument has expired withut that breach r default having been cured, will cnstitute an Event Trust. If Trustr fails t d s, Beneficiary, withut demand r ntice and in its sle judgment, may d any things required by Trustr by any the prvisins in this Deed with that. Nthing in this sectin affects Trustr s bligatins pursuant t Sectins 5.2 and 5.3 this Deed Default under this Deed Trust. A breach r a default under any lien r Trust and incur and pay expenses in cnnectin Trust r limits Beneficiary s rights. Sectin 9.17 Persnally Security Instruments. Trustr agrees that bligatins secured by this Deed Trust, it may enfrce the terms it r therwise realize n it, at its ptin, either befre r cncurrently r after a sale is made under this Deed affecting the status r waiving any right t exhaust any ther security, including the if Beneficiary at any time hlds additinal security fr any Trust, and may apply the prceeds n the Indebtedness secured withut 29

53 4 security under this Deed Trust, and withut waiving any breach r default r any right r pwer, whether exercised under this Deed Trust r in any ther security. Sectin 9.18 Suits t Prtect Prperty. Trustr agrees t appear in and defend any actin r prceeding purprting t affect the security this Deed Trust r any additinal r ther security fr the bligatins secured, the interest Beneficiary r the rights, pwers, r duties Trustee, and t pay all csts and expenses, including, withut limitatin, cst evidence title and attrneys fees, in any actin r prceeding in which Beneficiary r Trustee may appear r be made a party, including, but nt limited t, freclsure r ther prceeding cmmenced by thse claiming a right t any part the Prperty under subrdinate liens, in any actin t partitin r cndemn all r part the Prperty, whether pursued t final judgment, and in any exercise the pwer sale in this Deed Trust, whether the sale is actually cnsummated. Trustr agrees: Sectin 919 Junir Liens. (a) that as the date this Deed Trust there are n encumbrances t secure debts junir t this Deed Trust and (b) that there are t be nne as the date when this Deed Trust becmes recrd. Sectin 9.2 Further Advances. n the request Trustr r its permitted successrs in wnership the Land, Beneficiary may, at its ptin, at any time befre full payment the Indebtedness, make further advances t Trustr r the successrs in wnership, with interest and late charges t be secured by this Deed Trust. Hwever, the amunt principal secured by this Deed Trust and remaining unpaid will nt at the time and including any advance exceed the riginal principal sum secured. Als, if Beneficiary, at its ptin, makes a further advance r advances, Trustr r the successrs in wnership agree t execute and deliver t Beneficiary a nte, payable n r befre the maturity the Indebtedness secured and bearing any ther terms that Beneficiary will require. Sectin 9.21 Waiver Statute Limitatins. The pleading any statute limitatins as a defense t any bligatins secured by this Deed Trust is waived, t the fullest extent permissible by law. 3

54 I S Sectin 9.22 Charges fr Statements. Trustr agrees t pay Beneficiary s reasnable charge, t the maximum amunt permitted by law, fr any statement regarding the bligatins secured by this Deed Trust requested by Trustr r n its behalf. Sectin 9.23 Entire Agreement. This Deed Trust and the ther Lan Dcuments set frth the entire understanding between Trustr and Beneficiary and they will nt be amended except by a written instrument duly executed by each Trustr and Beneficiary. Any previus representatins, warranties, agreements, and understandings amng the parties regarding the subject matter the Lan r the Lan Dcuments, whether written r ral, are superseded by this Deed Trust and the ther Lan Dcuments. Sectin 9.24 Incrpratin. All terms the Lan Dcuments are incrprated in this Deed Trust by this reference. All persns wh may have r acquire an interest in the Prperty will be deemed t have ntice the terms the Lan Dcuments and t have ntice, if prvided fr, that the rate interest n ne r mre bligatins may vary frm time t time. Sectin 9.25 Waiver Marshaling Rights. Trustr, fr itself and fr all parties claiming thrugh r under Trustr, and fr all parties wh may acquire a lien n r interest in the Prperty, waives all rights t have the Prperty r any ther prperty that is nw r later may be security fr any bligatin ( ther Prperty ) marshaled n any freclsure this Deed Trust r n a freclsure any ther security fr any the bligatins. Beneficiary will have the right t sell, and any curt in which freclsure prceedings may be brught will have the right t rder a sale, the Prperty and any the ther Prperty as a whle r in separate parcels, in any rder that Beneficiary may designate. Sectin 9.26 Acceptance Trust; Pwers and Duties Trustee. Trustee accepts this trust when this Deed Trust is recrded. Frm time t time n written request Beneficiary and presentatin this Deed Trust fr endrsement, and withut affecting the persnal liability any persn fr payment any indebtedness r the perfrmance any bligatins, Trustee may, withut liability and withut ntice: (a) recnvey all r any part the Prperty; (b) cnsent t the making any map r plat; and 31

55 2 (c)jin in any grant easement, any declaratin cvenants, cnditins, and restrictins, any extensin agreement, r any agreement subrdinating the lien r charge this Deed Trust, Except as may be required by applicable law, Trustee r Beneficiary may frm time t time apply t any curt cmpetent jurisdictin fr aid and directin in the executin the trust and the enfrcement the rights and remedies available, and may btain rders r decrees directing, cnfirming, r apprving acts in the executin the trust and the enfrcement the remedies. Trustee has n bligatin t ntify any party any pending sale r any actin r prceeding, including, withut limitatin, actins in which Trustr, Beneficiary, r Trustee will be a party, unless held r cmmenced and maintained by Trustee under this Deed Trust. Trustee will nt be bligated t perfrm any act required it under this Deed Trust unless the perfrmance the act is requested in writing and Trustee is reasnably indemnified and held harmless against any lss, cst, liability, r expense. Sectin 9.27 Releases, Extensins, Mdificatins, and Additinal Security. Withut ntice t r the cnsent, apprval, r agreement any persns r entities having any interest at any time in the Prperty r in any manner bligated under the bligatins ( Interested Parties ), Beneficiary may, frm time t time, release any persn r entity frm liability fr the payment r perfrmance any bligatin; take any actin r make any agreement extending the maturity r therwise altering the terms r increasing the amunt any bligatin; r accept additinal security r release the Prperty r ther security fr any bligatin. Nne these actins will release r reduce the persnal liability any the Interested Parties, r release r impair the lien this Deed Trust, r the pririty it n the Prperty. Hwever, n actin taken r agreement made by Beneficiary t extend the maturity r therwise alter the terms r increase the amunt any bligatin will be binding n Trustr withut Trustr s cnsent. Sectin 9.28 Recnveyance. Upn the payment and perfrmance all bligatins, including, withut limitatin, Beneficiary s receipt all sums wing and utstanding under the Nte, Beneficiary will deliver t Trustee a written request fr recnveyance, and will surrender t Trustee fr cancellatin this Deed Trust and any nte r instrument evidencing the bligatins. Hwever, Beneficiary will have n bligatin t deliver the written request and dcuments until Beneficiary has been paid by Trustr, in immediately available funds, all escrw, clsing, and recrding csts, the csts preparing and issuing the recnveyance, and any trustee s r recnveyance fees. n Trustee s receipt the written request by Beneficiary and the dcuments, Trustee will recnvey, withut warranty, the Prperty r that prtin then held. T the extent permitted by law, the recnveyance may describe the grantee as the persn r persns legally entitled and the recitals any matters r facts in any recnveyance will be cnclusive pr the truthfulness them. Neither Beneficiary nr Trustee will have any duty t determine the rights persns claiming tte rightful grantees any recnveyance. When the Prperty has been fully recnveyed, the last recnveyance will perate as a reassignment all future rents, issues, and prits the Prperty t the persn legally entitled. 32

56 (I Sectin 9.29 Subrgatin. Beneficiary will be subrgated t the lien recrd, paid in whle r in part by Beneficiary pursuant t this Deed Trust, r by the prceeds any lan secured by this Deed all encumbrances, whether released Trust. Sectin 9.3 bligatins Trustr, Jint and Several. If mre than ne persn has executed this Deed bligatins and several. all thse persns will be jint Trust as Trustr, the Sectin 9.31 Rules Cnstructin. When the identity the parties r ther circumstances make it apprpriate, the singular number includes the plural. Sectin 9.32 Successrs in interest. The terms, cvenants, and cnditins in this Deed inure t the benefit the heirs, successrs, and assigns Trust will be binding n and the parties. Sectin 9.33 N ffset. Trustr will pay t Beneficiary all amunts wing under the Nte, this Deed Trust, r any the ther bligatins withut deductin, fset, r cunterclaim any kind. Sectin 9.34 Gverning Law. The parties expressly agree that this Deed all questins regarding permissive rates interest) will be gverned by r cnstrued in accrdance with the laws Trust (including, withut limitatin, Califrnia and federal law, where applicable. In Witness here, Trustr has executed this Deed Trust as the day and year first abve written. TRUSTR: 33

57 By: (. F 34 samarcial ntarial seal) Signature WITNESS my hand and fitcia al. true and crrect. CUNTY F }SS. n name) Ntaiy Public, I certify under PENALTY F PERJURY un r the laws the State that the freging paragraph is wh prved t me n the persnally appeared basis satisfactry be the t evidence t persn(s) whse name(s) is/are subscribed within instrument and acknwledged t me that he/she/they in that b executed the same his/her/their authrized capacity(ies), his/her/their signature(s) n the Instrument the persn(s), the the acted, e ted inst r entity upn behalf which persn(s) the era. (insed STATE F validity that dcumen t\ - wh signed the dcuihcpt t which this certificate is attached, and nt the truthfulnesøaccuracy, r A ntary public >bt3 ler ficer cmpleting this certificate verifies nly the identity 4tindividual I SAGEBRK in1 Limited Liability a Delaware

58 - 214 Natinal Ntary Assciatin US NTARY ( ) Item #597 Signet s Name: - Signer Is Representing: ther: I certify under PENALTY F PERJURY under the laws I Crprate I Partner I Trustee Individual Attrney in Fact Signer Is Representing: I Limited I General I ther: Guardian r Cnservatr fficer Title(s): - Crprate fficer Title(s): Trustee I Guardian r Cnservatr Individual Attrney in Fact Capacityfies) Claimed by Signer(s) Title r Type Dcument: & +SUn1 fjtdcument Date: 1IVL) L1 I_. Descriptin Attached Dcument 41 i fraudulent reattachment this frm t an unintended dcument. Number Pages: Signer(s) ther Than Named Abve: Partner I Limited General Signers Name: Thugh this sectin is ptinal, cmpleting this infrmatin can deter alteratin the dct,rnent r PTINAL Place Ntasy Seal Abve Signature Ntary Public Signature 24_ hqq,tc Ls Angeles Ccunly -.4 Ntity Public - Cililinia Cmmissin {PRISCILLAE$CAAI1TE WITNESS my hand and ficial seal. is true and crrect. the State Califrnia that the freging paragraph r the entity upn behalf which the persn(s) acted, executed the instrument. herftheir authrized capacityfie and that bjaier/their signature(sn the instrument the persr( subscribed t the within instrument and acknwjged t me thatj9she/they executed the same in wh prved t me n the basis satisfactry evidence t be thpersn(s whse name)cre Name(Y Signer(4 persnally appeared 6ate c2e1 Ak- SVct? i r Here Insert Name and Title a the fficer n I - befremejusc( çv1w N) State Califrnia Cunty.L, vets Lcumt t which this certificate is attached, and nt the truthfulness, accuracy, r validity that dcument. A ntary public r ther ficer cmpleting this certificate verifies nly the identity the individual wh signed the CALIFRNIA ALL..PURPSE ACKNWLEDGMENT CIVIL CDE 1189

59 EXHIBIT A LEGAL DESCRiPTiN Real fllws: prperty in the City Beverly Hills, LT AS SHWN N THAT CERTAIN MAP ENTITLED TRACT N FILED IN CAliFRNIA IN BK F MAPS PAGE(S) 1 T 9. 21, Cunty Ls Angeles, State Califrnia, descilbed as 1311, WHICH MAP WAS ThE FFICE F THE RECRDER F THE CUNTY F LS ANGELES, STATE F 28 TGETHER WiTH THAT PRTIN F LAG VISTA DRIVE AS VACATED IN QU1TCLAIM DEED RECRDED CTBER F FFICIAL RECRDS AND DESCRIBED AS FLLWS: 25, 24 AS INSTRUMENT N BEGINNING AT A PINT IN THE SUTHERLY LINE F LT 21 F TRACT N. IN THE CiTY F BEVERLY HILLS, CUNTY F LS ANGELES, STATE F CALIFRNIA, STATE F CAliFRNIA, AS PER MAP RECRDED IN BK PAGES 1 T 9 INCLUSIVE F MAPS, IN THE FFICE F THE CUNTY RECRDER F SAID CUNTY, AT NRTHERLY TERMINUS F A BEARING NRTH 3 WEST THENCE NRTH 17 3 WEST FEET T A CURVE CNCAVE SUTHERLY AND HAVING A RADIUS F FEET THRUGH A CENTRAL ANGLE F 27 32, THENCE EASTERLY ALNG SAID CURVE FEET, THENCE SUTh EAST FEET T THE BEGINNING F A NN-TANGENT CURVE CNCAVE EASTERLY AND HAVING A RADIUS F FEET THRUGH A CENTRAL ANGLE F , A RADIAL UNE T SAID CURVE BEARS NRTH 37 6 EAST, ThENCE SUTHERLY ALNG SAID CURVE FEET T A PINT IN THE WESTERLY LINE F SAID LT SAID PINT BEING SUThWESTERLY TERMINUS F A CURVE HAVING A LENGTH F FEET AND A RADIUS F FEET, THENCE NRThERLY, EASTERLY, SUTHERLY AND WESTERLY ALNG THE BUNDARY F SAID LT 21 T PINT F BEGINNING. line 21, APN: AKA: ThE 8, , FEE; Lag Vista Dr., Beverly Hills, CA ,

60 I gh I el cr3 N N 1 E v ca tc a Cl I a a r ) I a t CD a in I r CD r U) = 3 cnn w 2 ) C41 tw ( w In -J U U, C V E a -D h. z a, I a U LU zu) C, cc C, eq C., eq a t cc C ii c = = -J U U C CD >- U I 2LU 2 LU U U LU r = z w U 1 UI z< 2 LL U, I- GHD3U lvididd ue IN S! AdD sii :l1 U3CHD3U n Cl

61 RECRDER MEM: This CdPY is NT an FFICIAL RECRD f?.ecr.1)[1 JG E{IEQL..JESTED BN A) 1L3 WHEN RECRDED, RETURN T: * * WDBRIDGE MRTGAGE INVESTMENT FUND 3A, LLC / Jn H. Frets, Esq. 136 EL Camin Drive, Suite 412 Beverly Hills, CA 9212 A.P.N.: [SPACE ABVE FR RECRDERS USE NLY] CNSTRUCTIN DEED F TRUST, SECURITY AGREEMENT, AND FIXTURE FilING WITH ASSIGNMENT F RENTS AND AGREEMENTS This Cnstructin Deed Trust, Security Agreement, and Fixture Filing with Assignment Rents and Agreements (this Deed Trust ) is made as September 14, 216 by SAGEBRK FNVESTMENTS, LLC, a Delaware limited liability cmpany ( Trustr ), t Fidelity Natinal Title Cmpany, a Califrnia crpratin ( Trustee ), fr the benefit WDBRIDGE MRTGAGE INVESTMENT FUND 3A, LLC, a Delaware limited liability cmpany ( Beneficiary ). Witnesseth: I I Trustr des irrevcably grant, transfer, and assign t Trustee, in trust, with pwer sale, all Trustr s right, title, and interest nw wned r later acquired in the real prperty 2 ( Land ) lcated in Ls Angeles Cunty, Califrnia and mre particularly described in attached Exhibit A, incrprated by reference (Trustr agrees that any greater title t the Land later acquired during the term this Deed Trust will be subject t this Deed c Trust); z H Tgether with the rents, issues, and prits, subject hwever, t the right, pwer, and authrity granted t Trustr in this Deed Trust t cllect and apply the rents, issues, and prits; and Trustr als irrevcably grants, transfers, and assigns t Trustee, in trust, with pwer sale, all Trustr s right, title, and interest nw wned r later acquired t the fllwing prperty (including the rights r interests pertaining t the prperty) lcated at r t be cnstructed n the Prperty: cii I (1) all buildings ( Buildings ) and imprvements nw r later n the Land, and all appurtenances, easements, water and water rights, and pumps and pumping plants, and all shares stck evidencing these; all machinery, equipment, appliances, and fixtures fr generating r distributing air, water, heat, electricity, light, fuel, r refrigeratin r fr 1 I U I

62 RECRDER MEM: This CPY is NT an FFICIAL RECRD. ventilating r sanitary purpses r fr the exclusin vermin r insects r fr the remval dust, refuse, r garbage; all wall safes, built-in furniture, and installatins, shelving, lckers, partitins, drstps, vaults, elevatrs, dumbwaiters, awnings, windw shades, venetian blinds, light fixtures, fire hses and brackets and bxes fr them, fire sprinklers, alarm systems, draperies, drapery rds and brackets, screens, linleum, carpets, furniture, furnishings, fixtures, plumbing, laundry tubs and trays, icebxes, refrigeratrs, heating units, stves, water heaters, incineratrs, cmmunicatin systems and installatins fr which any Building is specially designed; all these items, whether nw r later installed, being declared t be fr all purpses this Deed Trust a part the Land, the specific enumeratins in this Deed Trust nt excluding the general; (2) the rents, issues, prits, and prceeds; and (3) the Prperty t the extent nt included in clauses (1) and (2) abve. Fr the purpse securing, in the rder pririty that Beneficiary determines, (1) payment the indebtedness evidenced by a nte Trustr the same date as this Deed Trust in the principal amunt Seven Millin Eight Hundred and Eighty Fur Thusand Eight Hundred and /1 Dllars ($7,284,8.) ( Nte ), payable t Beneficiary r t rder, and all extensins, mdificatins, r renewals that Nte; (2) payment the interest n that indebtedness accrding t the terms the Nte; (3) payment all ther sums (with interest as prvided in this Deed Trust) becming due and payable t Beneficiary r Trustee pursuant t the terms this Deed Trust; (4) perfrmance every bligatin in this Deed Trust, the Nte, the Lan Agreement (defined in this Deed Trust), any instrument nw r later evidencing r securing any indebtedness secured by this Deed Trust, and any agreements, supplemental agreements, r ther instruments security executed by Trustr dated the same date as this Deed Trust r at any time subsequent t the date this Deed Trust fr the purpse further securing any indebtedness secured by this Deed Trust, r any 5 part it, r fr the purpse supplementing r amending this Deed Trust r any instrument secured by this Deed Trust; and (5) payment all ther bligatins wed by Trustr t Beneficiary that by their terms recite that they are secured by this Deed Trust, including thse incurred as primary F- bligr r as guarantr. z U, -C H LU Regardless anything stated abve r any ther term cntained in this Deed Trust r in the Lan Dcuments (as defined in this Deed Trust), nne Trustr s bligatins under r pursuant t the Certificatin Agreement (as defined in this Deed Trust) will be secured by the lien this Deed Trust. LU 2 LU

63 RECRDER MEM: This CPY is NT an FFICIAL RECRD. Article 1. Definitins. Sectin 1.1 Certain Defined Terms. As used in this Deed Trust the fllwing terms will have the fllwing meanings: Assignment Leases: The Assignment Lessr s interest in Leases and Seller s interest in Cntracts fr Sale dated as the same date as this Deed Trust executed by Trustr in favr Beneficiary. Buildings: The Buildings as defined abve in this Deed Trust. Business Day: Any day ther than Saturday, Sunday, r public hliday r the equivalent fr banks generally under the laws Califrnia. Whenever any payment t be made under this Deed Trust is stated t be due n a day ther than a Business Day, that payment may be made n the next succeeding Business Day, and that extensin time will, in that case, be included in the cmputatin payment interest. Hwever, if the extensin wuld cause the payment t be made in a new calendar mnth, that payment will be made n the next preceding Business Day, and interest will be payable fr the shrter perid. Certijicatin Agreement: The Envirnmental Certificatin Agreement and Indemnity Brrwer dated n the same date as this Deed Trust and executed by Trustr in favr Beneficiary. Cllateral: The Cllateral as defined in Sectin 9.1 this Deed Trust. a w >-. -C H Cnstructin Accunt: The Cnstructin Accunt as defined in the Lan Agreement. Default Rate: A rate interest per annum equal t five percent (5%) per annum abve the Lan Rate. Fixtures: All fixtures lcated n the imprvements (as defined in this Deed Trust) r nw r later installed in, r used in cnnectin with, any the Imprvements, including, but nt limited t, all partitins, screens, awnings, mtrs, engines, bilers, furnaces, pipes, plumbing, elevatrs, cleaning and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, heating, ventilating, air cnditining and air cling equipment, built-in refrigeratrs, and gas and electric machinery, appurtenances, and equipment, whether r nt permanently affixed t the Land r the imprvements. Hazardus Substance: (a) any il, flammable substance, explsive, radiactive material, hazardus waste r substance, txic waste r substance r any ther waste, material, r pllutant that: (i) pses a hazard t the Prperty r t persns n the Prperty, r (b) asbests in any frm; 3 (ii) causes the Prperty t be in vilatin any Hazardus Substance Law; U

64 RECRDER MEM: This CPY is NT an FFICIAL RECRD. (c) urea frmaldehyde fam insulatin; (d) transfrmers r ther equipment that cntain dielectric fluid cntaining levels plychlrinated biphenyls; (e) radn gas; ( any chemical, material, r substance defined as r included in the definitin hazardus substance, hazardus substances, hazardus wastes, hazardus materials, extremely hazardus waste, restricted hazardus waste, r txic substances r wrds similar imprt under any applicable lcal, state, r federal law r under the regulatins adpted r publicatins prmulgated pursuant t thse laws, including, but nt limited t, any Hazardus Substance Law, Cde Civ. Prc. 564, as amended frm time t time, Cde Civ. Prc , as amended frm time t time, Cde Civ. Prc. 736, as amended frm time t time, and Civ. Cde , as amended frm time t time; (g) any ther chemical, material, r substance, expsure t which is prhibited, limited, r regulated by any gvernmental authrity r which may pse a hazard t the health and safety the ccupants the Prperty r the wners r ccupants prperty adjacent t r surrunding the Prperty, r any ther persn cming n the Prperty r any adjacent prperty; and (h) any ther chemical, material, r substance that may pse a hazard t the envirnment. a Hazardus Substance Claim: Any enfrcement, cleanup, remval, remedial, r ther gvernmental, regulatry, r private actins, agreements, r rders threatened, instituted, r cmpleted pursuant t any Hazardus Substance Law, tgether with all claims made r threatened by any third party against Brrwer r the Prperty relating t damage, cntributin, cst-recvery cmpensatin, lss, r injury resulting frm the presence, release r discharge any Hazardus Substance. H Hazardus Substance Law: Any federal, state, r lcal law, rdinance, regulatin, r plicy relating t the envirnment, health, and safety, any Hazardus Substance (including, withut limitatin, the use, handling, transprtatin, prductin, dispsal, discharge, r strage the substance), industrial hygiene, sil, grundwater, and indr and ambient air cnditins r the envirnmental cnditins n the Prperty, including, withut limitatin, the Cmprehensive Envirnmental Respnse, Cmpensatin, and Liability Act 198 [42 U,S.C.A. 961 et seq.], as amended frm time t time; the Resurce Cnservatin and Recvery Act [42 U.S.C.A. 691 et seq.], as amended frm time t time; the Federal Water Pllutin Cntrl Act [33 U.S.C,A. l25l et seq.], as amended frm time t time; the Hazardus Substance Accunt Act [Health & Saf. Cde 25 3 et seq.], as amended frm time t time; the Hazardus Waste Cntrl Law [Health & Saf. Cde 2S 1 et seq.], as amended frm time t time; and the Prter-Clgne Water Quality Cntrl Act [Wat. Cde l3 et seq.], as amended frm time t time. Impsitins: All real estate and persnal prperty taxes and ther taxes and assessments, water and sewer rates and charges, and all ther gvernmental charges and any interest r csts r penalties with respect t thse charges, assessments, r taxes, grund rent and charges fr any easement r agreement maintained fr the benefit the Prperty, general and special, rdinary and extrardinary, freseen r unfreseen, any kind that at any time prir t r after the executin the Lan w Dcuments may be assessed, levied, impsed, r becme a lien n the Prperty r 4 LU

65 RECRDER MEM: This CPY is NT an FFICIAL RECRD. 49 the rent r incme received frm the Prperty, r any use r ccupancy the Prperty; and any charges, expenses, payments, r assessments any nature, if any, that are r may becme a lien n the Prperty r the rent r incme received frm the Prperty. Impund Accunt: The accunt that Trustr may be required t maintain pursuant t Sectin 4.4(c) this Deed Trust fr the depsit amunts required t pay Impsitins an.d insurance premiums. Imprvements: All Buildings, imprvements, and appurtenances n the Land, and all imprvements, additins, and replacements thse imprvements and ther buildings and imprvements, at any time later cnstructed r placed n the Land. Indebtedness: The principal and interest n, and all ther amunts, payments, and premiums due under, the Nte and any extensins r renewals (including, withut limitatin, extensins r renewals at a different rate interest, regardless whether evidenced by a new r additinal prmissry nte r ntes), and all ther indebtedness Trustr t Beneficiary under r secured by the Security Dcuments (defined in this Deed Trust), tgether with all ther sums wed by Trustr t Beneficiary, including thse incurred as primary bligr r as guarantr, that recite that they are secured by the Security Dcuments. Inspectr: The Inspectr as defined in the Lan Agreement. Land: The Land as defined in this Deed Trust. a LU cc 5 w IL H Leases: All leasehld interests, including subleases and tenancies fllwing attrnment, affecting r cvering any prtin the Prperty. Lan: The lan secured by this Deed Trust and evidenced by the Nte. Lan Agreement: The Cnstructin Lan Agreement the same date as this Deed Trust executed between Trustr and Beneficiary. Lan Dcuments: The Nte, the Lan Agreement, the Security Dcuments, and all ther dcuments (including guaranties) evidencing, securing, r relating t the Lan, except the Certificatin Agreement. Lan Parties: Tmstr and any guarantrs the lan r any bligatins under the lan, tgether with their respective affiliates and their respective emplyees, representatives, and agents. Material Adverse Change: Any material and adverse change in: S U LU (a) the business r prperties r cnditin (financial r therwise) Trustr, r (b) the cnditin r peratin the Prperty. Nte: The Nte as defined in this Deed Trust. bligatins: All the cvenants, prmises, and ther bligatins (ther than the Indebtedness): 5

66 RECRDER MEM: This CPY is NT an FFICIAL RECRD. 7 (a) made r wing by Trustr t r due t Beneficiary under r as set frth in the Lan Dcuments, and (b)made r wing by Trustr t every ther Persn, a breach which wuld r may affect Trustrts wnership, develpment, r peratin the Prperty, except any cvenants, prmises, and ther bligatins Trustr t Beneficiary under the Certificatin Agreement. Persn: Any natural persn, crpratin, firm, assciatin, gvernment, gvernmental agency, r any ther entity, whether acting in an individual, fiduciary, r ther capacity. Persnally: Trustr s interest in all accunts, cntract rights, and general intangibles (specifically including any insurance prceeds and cndemnatin awards) arising ut the wnership, develpment, r peratin the Prperty, and all furniture, furnishings, equipment, machinery, cnstructin materials and supplies, leasehld interests in persnal prperty, and all ther persnal prperty (ther than Fixtures) nw r later n the Prperty, tgether with all present and future attachments, accessins, replacements, substitutins, and additins, and the cash and nncash prceeds. Plans and SpecWcatins: The final set architectural, structural, mechanical, electrical, grading, sewer, water, street, and utility plans and specificatins fr the Imprvements, including all supplements, amendments, and mdificatin. Prperty: The Land, the Imprvements, the Fixtures, and the Persnalty, tgether with; (a) all rights, privileges, tenements, hereditaments, rights way, easements, and appurtenances the Land r the Imprvements nw r later belnging t the Prperty and all right, title, and interest Trustr in any streets, ways, alleys, strips, r gres land adjining the Land; and (b) all Trustr s right, title, and interest in the Land, the Imprvements, the 5 Fixtures, and the Persnalty, including any award fr any change grade streets affecting the Land, the Imprvements, the Fixtures, r the Persnalty. LL I Z. a C h Receiver: Any trustee, receiver, custdian, fiscal agent, liquidatr, r similar ficer. Release: Any spilling, leaking, pumping, puring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, r dispsing int the envirnment, including cntinuing migratin, Hazardus Substancesthat ges int the sil, surface water, r grundwater the Prperty, whether r nt caused by, cntributed t, permitted by, acquiesced t, r knwn t Trustr. Security Dcuments: This Deed Trust, the Assignment Leases and all ther dcuments nw r later securing any part the payment the Indebtedness r the bservance r perfrmance the bligatins. Title Plicy: The title insurance plicy issued by First American Title insurance Cmpany t Beneficiary. w 6 LU I

67 RECRDER MEM: This CPY is NT an FFICIAL RECRD. a Wrk: The cnstructin the Imprvements n the Prperty in accrdance with the Plans and Specificatins. Trustr warrants that: Article 2. Warranty Title. (a) Trustr is the lawful wner the Prperty, (b) Trustr will maintain and preserve the lien this Deed Trust until the Indebtedness has been paid in full, (c) Trustr has gd, right, and [awful authrity t grant the Prperty as prvided in this Deed Trust, and (d) Trustr will frever warrant and defend the grant made in this Deed Trust against all claims and demands, except as are specifically set frth in this Deed Trust. Article 3. Representatins and Warranties. Trustr represents and warrants t Beneficiary that as the date this Deed Trust: Sectin 3.1 rganizatin the Lan Parties. (a) Trustr is a limited liability cmpany rganized, validly existing, and in gd standing under the laws the State Delaware and is authrized t d business in Califrnia. (b) Trustr has the requisite pwer and authrity t wn and manage its prperties, t carry n its business as nw being cnducted, and t wn, develp, 3w and perate the Prperty. _.i (c) Trustr is qualified t d business in every jurisdictin in which the nature its business r its prperties makes qualificatin necessary. (d) Trustr is in cmpliance with all laws, regulatins, rdinances, and rders public authrities applicable t it. Sectin 3.2 Validity Lan Dcuments. (a) The executin, delivery and perfrmance by the Lan Parties the Lan Dcuments and the brrwings evidenced by the Nte: (i) are within the pwer the Lan Parties, H (ii) have been duly authrized by all requisite crprate r partnership actin, as apprpriate, (iii) have received all necessary gvemmental apprval, and (iv) will nt vilate any prvisin law, any rder any curt r agency gvernment, the charter dcuments any Lan Party, r any indenture, agreement, r any ther instrument t which any Lan Party is a party r by 7 LU

68 RECRDER MEM: This CPY is NT an FFICIAL RECRD. which any Lan Party r any its prperty is bund, nr will they cnflict with, result in a breach, r cnstitute (with due ntice and lapse time) a default under any indenture, agreement, r ther instrument, r result in the creatin r impsitin any lien, charge, r encumbrance any nature n any the prperty r assets any Lan Party, except as cntemplated by the prvisins the Lan Dcuments. (b) Each the Lan Dcuments, when executed and delivered t Beneficiary, will cnstitute a valid bligatin, enfrceable in accrdance with its terms. w Sectin 3.3 [mitted] Sectin 34 Use Prceeds Lan. Trustr will use the funds advanced pursuant t the Nte t acquire the Prperty, if nt already wned by Trustr, and t cmplete the Wrk, all in accrdance with the Plans and Specificatins and as required by the Lan Agreement. Trustr warrants that the Imprvements: (a) are the subject validly issued and utstanding building permits, and (b) are (and Trustr cvenants that they will remain) permitted by and cnsistent with all zning, eclgical, envirnmental, and use restrictins and all ther gvernmental regulatins applicable t the Prperty. Sectin 3.5 ther Arrangements. Trustr is nt a party t any agreement r instrument materially and adversely affecting Trustr s present r prpsed business, prperties, assets, peratin, r cnditin, financial r therwise; and Trustr is nt in default in the perfrmance, bservance, r fulfillment any the material bligatins, cvenants, r cnditins in any agreement r instrument t which Trustr is a party that materially affect Trustr s present r prpsed business, prperties, assets, peratin, r cnditin, financial r therwise. Sectin 3.6 ther Infrmatin. All ther reprts, papers, data, and infrmatin given t Beneficiary with respect t Trustr and the Prperty are accurate and crrect in all material respects and I cmplete insar as cmpleteness may be necessary t give Beneficiary a true and accurate knwledge the subject matter. z >- Sectin 3,7 Litigatin. There is nt nw pending against r affecting any Lan Party, nr t the knwledge any Lan Party is there threatened, any actin, suit, r prceeding at law r in equity r befre any administrative agency that, if adversely determined, wuld materially impair r affect: (a) the financial cnditin r peratins Trustr, r (b) the cnditin r peratin :t Prperty.

69 RECRDER MEM: This CPY is NT an FFICIAL RECRD. Sectin 3.8 ther Warranties. (a) The Prperty is nt used principally r primarily fr agricultural r grazing purpses, (b) Trustr is engaged in the develpment, cnstructin, and peratin Imprvements, and (c) the principal purpse the Lan i.s the cnstructin the Imprvements. Sectin 3.9 Taxes. Trustr has filed all federal, state, cunty, and municipal incme tax returns required t have been filed and has paid all taxes that have becme due pursuant t thse returns r pursuant t any assessments received by Trustr, and Trustr des nt knw any basis fr any additinal assessment against Trustr in respect thse taxes. Sectin 3.1 Cmpliance with Laws. 3 L Z C >- H U U Except as therwise prvided in this Deed Trust, the Prperty and the prpsed and actual use the Prperty cmply with all laws, rdinances, rules, and regulatins all lcal, reginal, cunty, state, and federal gvernmental authrities having jurisdictin (including, but nt limited t, the Americans With Disabilities Act), and there is n actin r prceeding pending r, t the knwledge Trustr after due inquiry, threatened befre any curt, quasi-judicial bdy, r administrative agency at the time any disbursement by Beneficiary relating t the validity the Lan r the prpsed r actual use the Prperty. All rights t appeal any decisin rendered will have expired prir t the date this Deed Trust. Article 4. Affirmative Cvenants. Until the entire Indebtedness has been paid in full, Trustr cvenants t and agrees with Beneficiary as fllws: Sectin 4.1 bligatins Trustr. Trustr will pay the Indebtedness and Trustr will cntinue t be liable fr the payment the Indebtedness until it has been paid in full. Trustr: (a) will timely perfrm all the cvenants, agreements, terms, and cnditins t be perfrmed by Trustr (i) under this Deed Trust; (ii) as seller under each cntract sale and as lessr under each lease, fr any prtin the Prperty fr which a cntract sale r lease has been apprved in writing by Beneficiary; (iii) as required Trustr under each dcument and agreement cnstituting ne the Security Dcuments; 9

70 RECRDER MEM: This CPY is NT an FFICIAL RECRD. (iv) under all ther agreements between Trustr and Beneficiary in accrdance with the respective terms the agreement; and (v) as required Trustr under all ther agreements t which Trustr is a party with respect t the Prperty; (b) will nt cancel, surrender, mdify, amend, r permit the cancellatin, surrender, mdificatin, r amendment any the previusly mentined agreements r any the cvenants, agreements, terms, r cnditins cntained in any them withut the prir written cnsent, in each case, Beneficiary; and (c) will keep Beneficiary indemnified against all actins, prceedings, csts (including, withut limitatin, Beneficiary s cunsel fees and disbursements), claims, and damages incurred r sustained by Beneficiary in respect the nnpayment any charges r the nnbservance r nnperfnnance any the cvenants, agreements, terms, r cnditins in any the previusly mentined agreements. Sectin 4.2 Insurance. (a) Trustr, at its sle cst and expense, will keep the Prperty insured fr the mutual benefit Trustr and Beneficiary against lss r damage by earthquake and fire, and against lss r damage by ther risks embraced by cverage the type nw knwn as the brad frm extended cverage, including, but nt limited t, rit and civil cmmtin, vandalism, malicius mischief, burglary, theft, and mysterius disappearance, and against any ther risks r hazards that Beneficiary may frm time t time reasnably designate, in an amunt nt less than ne hundred percent (1%) the then full replacement cst the Imprvements, withut deductin fr physical depreciatin. The plicies insurance carried in accrdance with this Sectin will cntain the Replacement Cst Endrsement. U F (b) Trustr, at its sle cst and expense, but fr the mutual benefit Trustr and Beneficiary, will maintain during the term this Deed Trust ther insurance, and in any amunts, as may frm time t time be reasnably required by Beneficiary against ther insurable risks, including, withut limitatin, business interruptin insurance. (c) Trustr, at its sle cst and expense, will btain and maintain public liability insurance cvering the Prperty and the wnership, use, ccupancy, and maintenance the Prperty. (d) All plicies insurance required pursuant t this Deed Trust will be satisfactry in frm and substance t Beneficiary and will be apprved by Beneficiary as t amunts, frm, risk cverage, deductibles, insurer, lss payable, and cancellatin prvisins. (e) Effective n the ccurrence any Event Default, all Tmstr s right, title, and interest in all plicies prperty insurance and any unearned premiums paid are assigned t Beneficiary, wh may assign them t any purchaser the.s2 Prperty at any freclsure sale. F LU Sectin 4.3 Maintenance, Waste, and Repair. Trustr will maintain the Imprvements nw r later existing in gd and tenantable repair, and will nt structurally alter them withut the prir written cnsent Beneficiary, nr remve r demlish them in whle r in part, nr will LU

71 RECRDER MEM: This CPY is NT an FFICIAL RECRD. Trustr suffer any waste the Pperty r make any change in the use the Prperty that will in any way increase any rdinary fire r ther hazard Insurance premiums r permit anything that may in any way impair the security this Deed Trust. During the Wrk, Trustr will use due care in prtecting all imprvements frm the weather, elements, and ther hazards. Trustr will nt abandn the Prperty r leave the Prperty unprtected, vacant, r deserted. Sectin 4.4 Impsitin; Impunds (a) Impsitins Affecting the Prperty. Trustr will pay when due all Impsitins that are r that may becme a lien n the Prperty r are assessed against the Prperty r its rents, ryalties, prits, and incme. (b) Taxes Affecting Trustr. Trustr will file all federal, state, prvincial, cunty, and municipal incme tax returns required t be filed and will pay all taxes that becme due pursuant t the returns r pursuantt any assessments received by Trustr. (c) Impunds; Impund Accunt. At the request Beneficiary, Trustr will pay n a mnthly basis t Beneficiary an amunt equal t ne-twelfth (1/12th) the annual cst taxes and assessments n the Prperty tgether with premiums; the accumulated funds will be released t Trustr fr payment taxes, assessments, and insurance premiums, r may be directly paid by Beneficiary, if Beneficiary elects. Sectin 4.5 Cmpliance with Law. Trustr will preserve and keep in full frce its existence, rights, and pwers. Trnstr will prmptly and faithfully cmply with, and the Wrk will cnfrm t, all present and future laws, rdinances, rules, regulatins, and requirements every gvernmental authrity r agency and every bard fire underwriters (r similar bdy exercising similar functins) having jurisdictin that may be applicable t it r t the Prperty r t the use r manner ccupancy, pssessin, peratin, maintenance, alteratin, r repair the Prperty r any part it, whether the law, rdinance, rule, rder, regulatin, r requirement necessitates structural changes r imprvements r interferes with the use r enjyment the Prperty. C U Sectin 4.6 Bks and Recrds. Trustr will maintain cmplete bks accunt and ther recrds reflecting the results Trustr s peratins (in cnjunctin with its ther peratins as well as its peratin the Prperty), in a frm satisfactry t Beneficiary, and furnish t Beneficiary any infrmatin abut the financial cnditin Trustr, and the sales and peratins the Prperty as Beneficiary reasnably requests, including, but nt limited t, the fllwing infrmatin, which will be furnished withut request: (a) within thirty (3) days after the end each mnth, a statement revenues and expenses relating t the sales, rentals, and peratins the Prperty fr the mnth just ended; (b) as sn as available and in any event within sixty (6) days after the end each fiscal year Trustr, a cpy the annual audit reprt fr the fiscal year fr Tmstr, including a balance sheet Trustr as the end the fiscal year, and Ii U

72 RECRDER MEM: This CPY is NT an FFICIAL RECRD. statements incme and retained earnings and change in financial psitin Trustr fr the fiscal year, in each case certified in a manner acceptable t Beneficiary by independent public accuntants acceptable t Beneficiary; (c) prmptly n their becming available, cpies all financial statements, reprts, and ntices (including tax returns) sent by Trustr t its partners r any gvernmental authrity succeeding t any its functins; and (d) prmptly n receipt, cpies any reprts by independent public accuntants submitted t Trustr cncerning its prperties r peratins. Beneficiary will have the right, at all reasnable times and n reasnable ntice, t audit, at Trustr s sle cst and expense, Trustr s bks accunt and recrds, all which will be made available t Beneficiary and Beneficiary s representatives fr that purpse, frm time t time, n Beneficiary s request. Sectin 4.7 Further Assurances. Trustr, at Trustr s expense and at any time n the reasnable request Beneficiary, will execute, acknwledge, and deliver any additinal papers and instruments (including, withut limitatin, a declaratin n sett) and any further assurances title and will d r cause t be dne all further acts and things that may be prper r reasnably necessary t carry ut the purpse this Deed Trust and the Lan Dcuments and t subject t the liens any prperty intended by the terms t be cvered and any renewals, additins, substitutins, replacements, r betterments. Sectin 4.8 Statement by Trustr. Trustr, n ten (1) days written request, will furnish a statement the amunt due r utstanding n the Nte and a statement any fsets, cunterclaims, r defenses t the payment. Sectin 4.9 Indemnity. 2 c z U) a.. H in (a) If any actin r prceeding (whether judicial, regulatry, r administrative) is threatened r cmmenced, except an actin t freclse this Deed Trust r t cllect the Indebtedness, (i) that affects the Prperty r any prtin it, (ii) in which Beneficiary is r culd be made a party, r (iii) in which it becmes necessary t defend r uphld the lien this Deed Trust, then all csts, fees, and expenses incurred by Beneficiary with respect t the actin r prceeding (including, withut limitatin, attrneys fees and expenses) will, within ten (1) days after the submissin bills fr the csts t Trustr, be paid directly t the billing party by Trustr. (b) In additin, Trustr agrees t pay all csts, including, withut limitatin, attrneys fees and expenses, incurred by Beneficiary in enfrcing the terms this Deed Trust r the terms any the Lan Dcuments, whether r nt suit is filed. Trustr agrees t indemnify and hld Beneficiary harmless frm all liability, lss, damage, r expense (including, withut limitatin, attrneys fees) that it may incur under this Deed Trust, r in cnnectin with the making any the lans r financial arrangements secured by this Deed Trust, the enfrcement any Beneficiary s rights r remedies, any actin taken by Beneficiary tinder this Deed Trust, r by reasn r in defense any claims and demands that may be asserted against Beneficiary arising ut the Cllateral. LU LU I

73 RECRDER MEM: This CPY is NT an FFICIAL RECRD. it (c) n the failure Trustr t make timely payment pursuant t the terms Sectin 4.9(a) this Deed Trust, the payment may be paid by Beneficiary. Sums mney paid by Beneficiary, and sums wed t Beneficiary pursuant t Sectin 4.9(b) this Deed Trust, tgether with interest at the Default Rate frm the date Beneflciary makes the payment r incurs the lss, will be secured by this Deed Trust, prir t any right, title, r interest in r claim n the Prperty attaching r accruing subsequent t the lien this Deed Trust, and will be payable by Trustr t Beneficiary n demand. (d) The prvisins this Sectin 4.9 will survive the terminatin this Deed Trust and the repayment the Indebtedness. Sectin 4.1 Reimbursement. Beneficiary will have the right t declare immediately due any amunt paid by it fr any tax, stamp tax, assessment, water rate, sewer rate, insurance premium, repair, rent charge, debt, claim, inspectin, r lien having pririty ver this Deed Trust, r ver any ther agreement given t secure the Indebtedness. Sectin 4.11 Litigatin. Trustr will prmptly give written ntice t Beneficiary any litigatin cmmenced r threatened affecting Trustr r the Prperty ther than unlawful detainer prceedings brught by Trustr. Sectin 4.12 Tax Receipts. Subject t the prvisins Sectin 4.4 this Deed Trust, Trustr will exhibit t Beneficiary, within seven (7) days after demand, bills (that will be receipted frm and after the date receipted bills are btainable) shwing the payment t the extent then due 3 all taxes, assessments (including thse payable in peridic installments), w water rates, sewer rates, r any ther Impsitin that may have becme a lien n the Prperty r any Persnalty prir t the lien this Deed Trust. Sectin 4.13 Duplicate Plans. z I l w I Trustr will submit t Beneficiary a duplicate set plans and specificatins fr apprval befre any material imprvements, repairs, r alteratins are begun that affect the Prperty. Sectin 4.14 Additinal Infrmatin. Trustr will furnish t Beneficiary, within seven (7) days after written request, all infrmatin that Beneficiary may request cncerning the perfrmance by Trustr the cvenants the Lan Dcuments r the Take ut Cmmitment, and Trustr will permit Beneficiary r its representatives at all reasnable times t make investigatin r examinatin cncerning that perfrmance. Sectin 4.15 Right Entry. Trustr grants t Beneficiary and its agents, emplyees, cnsultants, and cntractrs the right t enter n the Prperty fr the purpse making any inspectins, reprts, tests (including, withut limitatin, sils brings, grundwater testing, wells, r sils analysis), inquiries, and reviews that Beneficiary, in its sle 13

74 RECRDER MEM: This CPY is NT an FFICIAL RECRD. and abslute discretin, deems necessary t assess the then current cnditin the Prperty. Beneficiary will prvide Trustr with ne (1) Business Day s ntice the entry. Hwever, Trustr s cnsent will nt be required fr entry r fr the perfrmance tests. All csts, fees, and expenses (including, withut limitatin, thse Beneficiary s utside cunsel and cnsultants) incurred by Beneficiary with respect t the inspectins, reprts, tests, inquiries, and reviews, tgether with all related preparatin, cnsultatin, analyses, and review, will be paid by Trustr t Beneficiary n demand, will accrue interest at the Default Rate until paid, and will be secured by this Deed Trust, prir t any right, title, r interest in r claim n the Prperty attaching r accruing subsequent t the lien this Deed Trust. Article 5. Negative Cvenants. Until the entire indebtedness has been paid in full, Trustr cvenants t and agrees with Beneficiary as fllws: Sectin 5.1 Restrictive Uses. Trustr cvenants nt t initiate, jin in, r cnsent t any change in any zning rdinance, private restrictive cvenant, assessment prceedings, r ther public r private restrictin limiting r restricting the uses that may be made the Prperty r any part it withut the prir written cnsent Beneficiary. Sectin 5.2 ther Financing. U -J 2 ± c Except fr the liens securing the Indebtedness, Trustr will nt create r permit t cntinue in existence any mrtgage, pledge, encumbrance, lien, r charge any kind (including purchase mney and cnditinal sale liens) n any the Prperty except fr: (a) liens fr taxes nt yet delinquent, and (b) any ther liens r charges that are specifically apprved in writing by Beneficiary prir t the recrdatin. Any transactin in vilatin this Sectin will cause all Indebtedness, irrespective the maturity dates, at the ptin the hlder and withut demand r ntice, t immediately becme due, tgether with any prepayment premium in accrdance with the terms the Nte. 3 Sectin 5.3 Transferability. ne the inducements t Beneficiary fr making the Lan is the identity Trustr. The existence any interest in the Prperty ther than the interests - Trustr and Beneficiary and any encumbrance permitted in this Deed Trust, even thugh subrdinate t the security interest Beneficiary, and the existence any interest in Trustr ther than thse the present wners, wuld impair the Prperty and the security interest Beneficiary, and, therefre, Trustr will nt sell, cnvey, I assign, transfer, alienate, r therwise dispse its interest in the Prperty, either vluntarily r by peratin law, r agree t d s, withut the prir written cnsent Beneficiary. Cnsent t ne transactin by Beneficiary will nt be deemed LU a waiver the right t require cnsent t further r successive transactins. If Trustr is a crpratin, any sale, transfer, r dispsitin fifty percent (5 %) r mre the vting stck Trustr r any crpratin that directly r indirectly LU 14

75 RECRDER MEM: This CPY is NT an FFICIAL RECRD. ci LU 5 C z wns r cntrls Trustr, including, withut limitatin, the parent cmpany Trustr and the parent cmpany the parent cmpany Trustr, will cnstitute a sale the Prperty fr purpses this Sectin. If Trustr is a partnership, any change r additin a general partner Trustr, change a partnership interest Trustr, r sale, transfer, r dispsitin fifty percent (5%) r mre the vting stck r partnership interest any partner Trstr r any crpratin r partnership that directly r indirectly wns r cntrls any partner Trustr, including, withut limitatin, each parent cmpany a partner Tmstr and each parent cmpany any parent cmpany a partner Trustr, will cnstitute a sale the Prperty fr purpses this Sectin. Any transactin in vilatin this Sectin will cause all Indebtedness, irrespective the maturity dates, at the ptin the hlder and withut demand r ntice, immediately t becme due, tgether with any prepayment premium in accrdance with the terms the Nte. Sectin 5.4 Replacement Fixtures and Persn alty. Trustr will nt permit any the Fixtures r Persnalty t be remved at any time frm the Prperty withut the prir written cnsent Beneficiary unless actually replaced by articles equal suitability and value wned by trustr free and clear any lien r security interest except as may be apprved in writing by Beneficiary. Article 6. Envirnmental Prvisins. Sectin 6d Representatins and Warranties. Except as disclsed in writing t, and acknwledged in writing by, Lender, Tmstr represents and warrants that: (a) during the perid Trustr s wnership the Prperty (i) there has been n use, generatin, manufacture, strage, treatment, dispsal, discharge, Release, r threatened Release any Hazardus Substance by any persn n r arund the Prperty, and (ii) there have been n Hazardus Substances transprted ver r thrugh the Prperty; (b) after diligent inquiry, Trustr has n knwledge, r reasn t believe that, there has been: (i) any use, generatin, manufacture, strage, treatment, dispsal, Release, r ci.. threatened Release any hazardus waste r substance by any prir wners r prir ccupants the Prperty r by any third parties nt the Prperty, r 3 (ii) any actual r threatened litigatin r claims any kind by any persn H relating t these matters; w LU LU (c) n Hazardus Substances in excess permitted levels r reprtable quantities under applicable Hazardus Substance Laws are present in r abut the Prperty r any nearby real prperty that culd migrate t the Prperty; 15

76 RECRDER MEM: This CPY is NT an FFICIAL RECRD. 11 a (d) n Release r threatened Release exists r has ccurred; (e) n undergrund strage tanks any kind are r ever have been lcated in r abut the Prperty; ( the Prperty and all peratins and activities at, and the use and ccupancy, the Prperty cmply with all applicable Hazardus Substance Laws; (g) Trustr and every User has, and is nw in strict cmpliance with, every permit, license, and apprval required by all applicable Hazardus Substance Laws fr all activities and peratins at, and the use and ccupancy, the Prperty; (h) t the best Trustr s knwledge, after diligent inquiry, there are n Hazardus Substance Claims pending r threatened with regard t Prperty r against Trustr; (i) the Prperty has nt been nr is it within 2, feet any ther prperty designated as hazardus waste prperty r brder zne prperty pursuant t Health & Sal, Cde 2522 et seq., and n prceedings fr a determinatin this designatin are pending r threatened; (j) t the best its knwledge after diligent inquiry, there exists n ccurrence r cnditin n any real prperty adjining r within 2, feet the Prperty that wuld cause the Prperty r any part it t be designated as hazardus waste prperty r brder zne prperty under the prvisins Health & Saf. Cde 2522 et seq and any regulatin adpted in accrdance with that sectin; (k) that the current use the Prperty is residential r vacant land. (I) any written disclsure submitted by r n behalf Trustr t Beneficiary cncerning any Release r threatened Release, past r present cmpliance by Trustr, r any User r ther persn any Hazardus Substance Laws applicable C) t the Prperty, the past and present use and ccupancy the Prperty, and any envirnmental cncerns relating t the Prperty, was true and cmplete when submitted and cntinues t be true and cmplete as the date this Deed Trust. C C) Sectin 6.2 Cvenants. CU H iii U Trustr agrees, except in the rdinary curse business and in strict cmpliance with all applicable Hazardus Substance Laws, as fllws; (a) nt t cause r permit the prperty t be used as a site fr the use, generatin, manufacture, strage, treatment, Release, discharge, dispsal, transprtatin, r presence any Hazardus Substance; (b) nt t cause, cntribute t, permit, r acquiesce in any Release r threatened Release; (c) nt t change r mdify the use the Prperty withut the prir written cnsent Beneficiary; (d) t cmply with and t cause the Prperty and every User the Prperty t cmply with all Hazardus Substance Laws; (e) t immediately ntify Beneficiary in writing and t prvide Beneficiary with a reasnably detailed descriptin : LU

77 RECRDER MEM: This CPY is NT an FFICIAL RECRD. (i) any nncmpliance (ii) any Hazardus Substance Claim; (iii) any Release r Threatened Release; the Prperty with any Hazardus Substance Laws; (iv) the discvery any ccurrence r cnditin n any real prperty adjining r in the vicinity the Prperty that wuld cause the Prperty r any part it t be designated as hazardus waste prperty r brder zne prperty under the prvisins Health & Saf. Cde et seq. and any regulatin adpted in accrdance with that sectin; ( 2522 if Trustr discvers a Release r the presence any Hazardus Substance n r abut the Prperty in vilatin any Hazardus Substance Law, t: (i) ntify Lender descriptin; that discvery tgether with a reasnably detailed (ii) engage prmptly after a request by Beneficiary, a qualified envirnmental engineer reasnably satisfactry t Beneficiary t investigate these matters and prepare and submit t Beneficiary a written reprt cntaining the findings and cnclusins resulting frm that investigatin, all at the sle expense Trustr, and C (iii) take, at Trustr s sle expense, all necessary actins t remedy, repair, clean up, r detxify any Release r Hazardus Substance, including, but nt limited t, any remedial actin required by any Hazardus Substance Laws r any judgment, cnsent, decree, settlement, r cmprmise in respect any Hazardus Substance Claims, these actins t be perfrmed: 5 IL (A) in accrdance with Hazardus Substance Laws, (B) in a gd and prper manner, U- (C) under the supervisin in writing by Beneficiary, a qualified envirnmental engineer apprved F (D) in accrdance with plans and specificatins fr these actins apprved in writing by Beneficiary, and 3 H LU (B) using licensed and insured qualified cntractrs apprved in writing by Beneficiary; (g) immediately furnish t Beneficiary cpies all written cmmunicatins received by Trustr frm any gvernmental authrity r ther persn r given by Trustr t any persn and any ther infrmatin Beneficiary may reasnably request cncerning any Release, threatened Release, Hazardus Substance Claim, r the discvery any Hazardus Substance n r abut the Prperty in vilatin any Hazardus Substance Law- and LU 7 C LU

78 RECRDER MEM: This CPY is NT an FFICIAL RECRD. (h) keep Beneficiary generally infrmed regarding any Release, threatened Release, Hazardus Substance Claim, r the discvery any Hazardus Substance n r abut the Prperty in vilatin any Hazardus Substance Law. Sectin 6.3 Inspectin and Receivership Rights. Upn Beneficiary s reasnable belief the existence a past r present Release r threatened Release nt previusly disclsed by Trustr in cnnectin with the making the Lan r the executin this Deed Trust r upn Beneficiary s reasnable belief that Trustr has failed t cmply with any envirnmental prvisin this Deed Trust r any ther Lan Dcument and upn reasnable prir ntice (except in the case an emergency) t Trustr, Beneficiary r its representatives, emplyees, and agents, may frm time t time and at all reasnable times (r at any time in the case an emergency) enter and inspect the Prperty and every part it (including all samples building materials, sil, and grundwater and all bks, recrds, and files Trustr relating t the Prperty) and perfrm thse acts and things that Beneficiary deems necessary r desirable t inspect, investigate, assess, and prtect the security this Deed Trust, fr the purpse determining (a) the existence, lcatin, nature, and magnitude any past r present Release r threatened Release, (b) the presence any Hazardus Substances n r abut the Prperty in vilatin any Hazardus Substance Law, and (c) the cmpliance by Trustr every envirnmental prvisin this Deed Trust and every ther Lan Dcument. In furtherance the purpses abve, withut limitatin any its ther rights, Beneficiary may: (i) btain a curt rder t enfrce Beneficiary s right t enter and inspect the Prperty under Civ, Cde , t which the decisin Beneficiary as t whether there exists a Release, a threatened Release, any Hazardus Substances n r abut the Prperty in vilatin any Hazardus Substance Law, r a breach by Trustr any envirnmental prvisin this Deed Trust r any ther Lan Dcument, will be deemed reasnable and cnclusive as between the parties; and C H (ii) have a receiver appinted under Cde Civ. Prc. 564 t enfrce Beneficiary s right t enter and inspect the Prperty fr the purpse set frth abve. w LU All csts and expenses incurred by Beneficiary with respect t the audits, tests, inspectins, and examinatins that Beneficiary r its agents, representatives, r emplyees may cnduct, including the fees the engineers, labratries, cntractrs, cnsultants, and attrneys, will be paid by Trustr. All csts r expenses incurred by Trustee and Beneficiary pursuant t this Sectin (including withut limitatin curt csts, cnsultant s fees, and attmeys fees, whether incurred in litigatin and whether befre r after judgment) will bear interest at the Default Rate frm the date they are incurred until thse sums have been paid in full. Except as prvided by law, any inspectins r tests made by Beneficiary r its representatives, emplyees, and agents will be fr Beneficiary s purpses nly and will nt be cnstrued t create any respnsibility r liability n the part Beneficiary t Trustr 18

79 RECRDER MEM: This CPY is NT an FFICIAL RECRD. r t any ther persn. Beneficiary will have the right, but nt the bligatin, t cmmunicate with any gvernmental authrity regarding any fact r reasnable belief Beneficiary that cnstitutes r culd cnstitute a breach any Trustr s bligatins under any envirnmental prvisin cntained in this Deed Trust r any Lan Dcument. Trustr hereby: Sectin 6.4 Release and Indemnity. (a) releases and waives any future claims against Beneficiary fr indemnity r cntributin in the event Trustr becmes liable fr cleanup r ther csts under any Hazardus Substance Laws r under any Hazardus Substance Claim; (b) agrees t reimburse Beneficiary, n demand, fr all csts and expenses incurred by Beneficiary in cnnectin with any review, apprval, cnsent, r inspectin relating t the envirnmental prvisins in this Deed Trust tgether with interest, after demand, at the Default Rate; and _ Ci U.. (c) agrees t indemnify, defend, and hld Beneficiary and Trustee harmless frm all lsses, csts, claims, damages, penalties, liabilities, causes actin, judgments, curt csts, attrneys fees and ther legal expenses, csts evidence title, cst evidence value, and ther expenses (cllectively, Expenses ), including, but nt limited t, any Expenses incurred r accruing after the freclsure the lien this Deed Trust, which either may suffer r incur and which directly r indirectly arises ut r is in any way cnnected with the breach any envirnmental prvisin either in this Deed Trust r in any Lan Dcument r as a cnsequence any Release r threatened Release n the presence, use, generatin, manufacture, strage, dispsal, transprtatin, Release, r threatened Release any Hazardus Substance n r abut the Prperty, including the sils and grundwaters, caused r permitted by Trustr, any prir wner r peratr the Prperty, any adjining landwner r any ther party, including, withut limitatin, the cst any required r necessary repair, cleanup, remedy, r detxificatin any Hazardus Substance and the preparatin any clsure, remedial actin, r ther required plans, whether that actin is required r necessary by reasn acts r missins ccurring prir t r fllwing the recrdatin this Deed Trust. Trustr s bligatins will survive the satisfactin, release, r cancellatin the Indebtedness, the release and recnveyance r partial release and recnveyance this Deed Trust, and the freclsure the lien this Deed Trust r deed in lieu the Deed Trust. Sectin 6.5 Request fr In frmatin. >- LU Trustr and Beneficiary agree that: (a) this Sectin 6.5 is intended as Beneficiary s written request fr infrmatin and Trustr s written respnse cncerning the envirnmental cnditin the Prperty as prvided by Cde Civ. Prc ; and (b) each representatin, warranty, cvenant, r indemnity made by Trustr in this Article r in any ther prvisin this Deed Trust r any Lan Dcument that relates t the envirnmental cnditin the Prperty is intended by Trustr and Beneficiary t be an envirnmental prvisin fr purpses Cde Civ. Prc. 736 and will survive the payment the Indebtedness and the terminatin r 19 LU

80 RECRDER MEM: This CPY is NT an FFICIAL RECRD. 71 expiratin this Deed Trust and will nt be affected by Lender s acquisitin any interest in the Prperty, whether by full credit bid at freclsure, deed in lieu that, r therwise. If there is any transfer any prtin Trustr s interest in the Prperty, any successr-in-interest t Trustr agrees by its successin t that interest that the written request made pursuant t this Article will be deemed remade t the successr-in-interest withut any further r additinal actin n the part Beneficiary and that by assuming the debt secured by this Deed Trust r by accepting the interest Trustr subject t the lien this Deed Trust, the successr remakes each the representatins and warranties in this Deed Trust and agrees t be bund by each cvenant in this Deed Trust, including, but nt limited t, any indemnity prvisin. Sectin 6.6 Effect Site Assessment. Even thugh Trustr may have prvided Beneficiary with an envirnmental site assessment r ther envirnmental reprt tgether with ther relevant infrmatin regarding the envirnmental cnditin the Prperty, Trustr acknwledges and agrees that Beneficiary is nt accepting the Prperty as security fr the Lan based n that assessment, reprt, r infrmatin. Rather Beneficiary has relied n the representatins and warranties Trustr in this Deed Trust, and Beneficiary is nt waiving any its rights and remedies in the envirnmental prvisins this Deed Trust r any ther Lan Dcument. Article 7. Casualties and Cndemnatin. Sectin 7.1 Casualties. 3 w 2 C z H iii Ui Ui (a) Trustr will prmptly ntify Beneficiary in writing after any lss r damage caused by fire r ther casualty t the Prperty, and prir t the making any repairs. Trustr will furnish t Beneficiary within ninety (9) days after the lss r damage the fllwing: (i) evidence satisfactry t Beneficiary the cst repair r recnstructin; (ii) evidence satisfactry t Beneficiary that sufficient funds are available r cmmitted fr the benefit Beneficiary, including insurance prceeds, payment and perfrmance bnds, r therwise, t cmplete the repair r recnstructin; and (iii) evidence satisfactry t Beneficiary that the repair r recnstructin may be cmpleted in accrdance with all applicable laws, rules, regulatins, and rdinances and that all necessary permits and apprvals have been r will be btained; If Trustr des nt furnish this evidence t Beneficiary within the 9-day perid, r if Beneficiary in its sle discretin determines that repair r recnstructin is nt ecnmically feasible, then within thirty (3) days after the expiratin the 9-day perid, Beneficiary will have the ptin (in this Deed Trust, Repayment ptin ) t have all insurance prceeds applied against the Indebtedness. If Beneficiary elects the Repayment ptin, Trustr will immediately transfer t Beneficiary all insurance prceeds received by it, if any, t the extent the Indebtedness, and Beneficiary will apply the 2

81 RECRDER MEM: This CPY is NT an FFICIAL RECRD. insurance prceeds received by it, if any, against the Indebtedness. If the insurance prceeds held by Trustr and Beneficiary will exceed the Indebtedness, any excess insurance prceeds will belng and be paid ver t r retained by Trustr, (b) Beneficiary will cnsent t disbursement insurance r cndemnatin prceeds held by r paid ver t Beneficiary pursuant t this Deed Trust, the Lan Agreement, r any Lan Dcument (the insurance and cndemnatin prceeds delivered t Beneficiary t be depsited in a subaccunt the Cnstructin Accunt, the Insurance Prceeds Accunt ) nly fllwing satisfactin each the fllwing cnditins: (i) Within Sixty (6) days after the prceeds are paid ver t Beneficiary, Trustr will submit t Beneficiary in writing a certificate stating that Trustr intends t cmmence restratin the Prperty t a cnditin substantially the same as the cnditin the Prperty immediately prir t the lss related t the insurance r cndemnatin prceeds and that the restratin is reasnably expected t be cmpleted in a timely fashin within twelve (12) mnths the cmmencement cnstructin. (ii) Trustr will depsit int the Cnstructin Accunt an amunt equal t the cst restratin the Prperty in excess the amunt any insurance r cndemnatin prceeds n depsit in the Insurance Prceeds Accunt, as that cst is determined by Beneficiary in its sle discretin. C (iii) Trustr will submit t Beneficiary, in writing, plans in reasnable detail specifying the wrk necessary t cmplete the recnstructin, the related csts, a timetable, and a cnstructin cntract fr the wrk recnstructin in frm and cntent acceptable t Beneficiary with a cntractr reasnably acceptable t Beneficiary. The plans, when apprved by Beneficiary, will cnstitute the Direct Cst Breakdwn and Indirect Cst Breakdwn fr purpses the Lan Agreement relative t the recnstructin wrk detailed in that dcument. (iv) Beneficiary will have determined that after the wrk recnstructin is cmpleted: 5 (A) the value the Prperty as reasnably determined by Beneficiary will be nt less than the appraised value the Prperty determined by Beneficiary in cnnectin with its decisin t make the Lan, and (B) the Prperty will prduce incme sufficient t pay all csts 1 peratins and maintenance the Prperty with a reasnable reserve fr repairs and replacements, and service all debts and bligatins secured by the Prperty. C in (v) All the cnditins t Disbursements specified in the Lan Agreement as applicable t the cnstructin Imprvements will have been met. Sectin 7.2 Cndemnatin. Trustr, immediately upn btaining knwledge the institutin any prceedings fr the cndemnatin the Prperty r any prtin it, will ntify Trustee and Beneficiary the pendency the prceedings. Trustee and Beneficiary may participate in any prceedings and Trustr frm time t time will deliver t Beneficiary all instruments requested by Beneficiary t permit participatin. If there are cndemnatin prceedings, the award r cmpensatin payable is assigned t and 21 CLU I

82 RECRDER MEM: This CPY is NT an FFICIAL RECRD. will be paid t Beneficiary. Beneficiary will be under n bligatin t questin the amunt any award r cmpensatin and may accept it in the amunt in which it is paid. Tn any cndemnatin prceedings, Beneficiary may be represented by cunsel selected by Beneficiary. The prceeds any award r cmpensatin received will, at the ptin Beneficiary, either be applied, withut premium, t the prepayment the Nte r be paid ver t Trustr fr restratin the Tmprvements in accrdance with the prvisins Sectin 7.1 this Deed Trust. Article 8. Events Default and Remedies Beneficiary. Sectin 8.1 Events Default. The fllwing events are each an Event Default :. (a) Default in the payment any sum principal r interest when due under the Nte r any ther sum due under the Lan Dcuments. (b) The failure (withut cure during the applicable perid, if any, fr cure) any Lan Party t bserve, perfrm, r discharge any bligatin, term, cvenant, r cnditin the Lan Dcuments, the Take ut Cmmitment, any agreement relating t the Prperty r any agreement r instrument between any Lan Party and Beneficiary. (c) The entry an rder fr relief under federal bankruptcy laws as t Trustr r the adjudicatin Trustr as inslvent r bankrupt pursuant t the prvisins any state inslvency r bankruptcy act; the cmmencement by Trustr any case, prceeding, r ther actin seeking any rerganizatin, arrangement, cmpsitin, adjustment, liquidatin, disslutin, r similar relief fr itself under any present r future statute, law, r regulatin relating t bankruptcy, inslvency, rerganizatin, r ther relief fr debtrs; Trustr s cnsent t, acquiescence in, r attempt t secure the appintment any Receiver all r any substantial part its prperties r the Prperty; Trustr generally nt paying its debts as they becme due r admitting in writing its inability t pay its debts r making a general assignment fr the benefit creditrs; r Twstr taking any actin t authrize any the acts set frth abve in this Sectin. C (d) Any case, prceeding, r ther actin against Trustr is cmmenced seeking t have an rder fr relief entered against it as a debtr r seeking any rerganizatin, arrangement, cmpsitin, adjustment, liquidatin, disslutin, r C similar relief under any present r future statute, law, r regulatin relating t bankruptcy, inslvency, rerganizatin, r ther relief fr debtrs, r seeking z appintment any Receiver fr Trustr r fr all r any substantial part its prperty r fr the Prperty, and that case, prceeding, r ther actin: (i) results in the entry an rder fr relief against it that is nt fully stayed within seven (7) Business Days after the entry, r (ii) remains undismissed fr an aggregate thirty (3) days (whether r nt cnsecutive); r the pssibility that any prtin the Prperty wuld, by peratin law r therwise, devlve n r pass t any Persn ther than Trustr and that situatin cntinues and is nt remedied by Trustr within thirty (3) days after the happening the event. in (e) The assignment by Trustr, as lessr r sublessr, as the case may be, the rents r the incme the Prperty r any part it (ther than t Beneficiary) withut first btaining the written cnsent Beneficiary. in U in

83 RECRDER MEM: This CPY is NT an FFICIAL RECRD. (f) The fllwing events; (i) The filing any claim r lien against the Prperty r any part it, whether r nt the lien is prir t this Deed Trust, r the service any stp ntice r ntice t withhld funds applicable t the Cnstructin Accunt, and the cntinued maintenance if that claim r lien r ntice fr a perid thirty (3) days withut discharge, satisfactin, r adequate bnding in accrdance with the terms this Deed Trust; (ii) the existence any interest in the Prperty ther than thse Trustr, Beneficiary, and any tenants Trustr; r (iii) the sale, hypthecatin, cnveyance, r ther dispsitin the Prperty except in accrdance with Sectins 5.2 r 5.3 this Deed Trust, any which will be an Event Default because Trustr s bligatin t wn and perate the Prperty is ne the inducements t Beneficiary t make the Lan; (g) Default under any agreement t which Trustr is a party, which agreement relates t the brrwing mney by Trustr frm any Persn. (h) Any representatin r warranty made by any Lan Party r any ther Persn under this Deed Trust r in, under, r pursuant t the Lan Dcuments is false r misleading in any material respect as the date n which the representatin r warranty was made. a (1) Any the Lan Dcuments, at any time after their respective executin and delivery and fr any reasn, cease t be in full frce r are declared null and vid, r the validity r enfrceability is cntested by any Lan Party r any stckhlder r partner any Lan Party, r any Lan Party denies that it has any r further liability r bligatin under any the Lan Dcuments t which it is a party. (j) Any the Security Dcuments, at any time after their respective executin and delivery and fr any reasn, cease t cnstitute valid and subsisting liens r valid and perfected security interests in and t the prperty purprted t be subject t any the Security Dcuments; 5 (k) Any representatin made by any Lan Party in the Certificatin Agreement I is false r misleading in any material respect as the date made, r any breach r default in any Trustr s bligatins under the Certificatin Agreement; F- Z LU (1) The ccurrence any Material Adverse Change. (m) Substantial deviatins in the Wrk frm the Plans and Specificatins withut the prir apprval Beneficiary, r the existence defective wrkmanship r materials incrprated int the Imprvements, which are nt crrected within thirty (3) days after written ntice t Trustr; any deviatins and defects will be cnclusively determined by Beneficiary after cnsultatin with the Inspectr. (n) Cessatin the Wrk prir t cmpletin the Imprvements fr a cntinuus perid fifteen (15) days r mre. If ne r mre Event Default ccurs and is cntinuing, then Beneficiary may declare all the Indebtedness t be due and the Indebtedness will becme due withut any further presentment, demand, prtest, r ntice any kind, and Beneficiary may; 23

84 RECRDER MEM: This CPY is NT an FFICIAL RECRD. I H (a) in persn, by agent, r by a receiver, and withut regard t the adequacy security, the slvency Trustr, r the existence waste, enter n and take pssessin the Prperty r any part it in its wn name r in the name Trustee, sue fr r therwise cllect the rents, issues, and prits, and apply them, less csts and expenses peratin and cllectin, including reasnable attrneys fees, upn the Indebtedness, all in any rder that Beneficiary may determine., The entering n and taking pssessin the Prperty, the cllectin rents, issues, and prits, and the applicatin them will nt cure r waive any default r ntice default r invalidate any act dne pursuant t the ntice; (b) cmmence an actin t freclse this Deed by law fr the freclsure mrtgages real prperty; (c) deliver t Trustee a written declaratin written ntice Trustee r Beneficiary will cause t be filed fr recrd; Trust in the manner prvided default and demand fr sale, and a default and electin t cause the Prperty t be sld, which ntice (d) with respect t any Persnalty, prceed as t bth the real and persnal prperty in accrdance with Beneficiary s rights and remedies in respect the Land, r prceed t sell the Persnalty separately and withut regard t the Land in accrdance with Beneficiary s rights and remedies; r (e) exercise any inequity. these remedies in cmbinatin r any ther remedy at law r Sectin 8.2 Pwer Sale. (a) If Beneficiary elects t freclse by exercise the pwer sale in this Deed Trust, Beneficiary will als depsit with Trustee this Deed Trust, the Nte, and any receipts and evidence expenditures made and secured as Trustee may require. the time that may then be required by law, after recrdatin the ntice default, Trustee, withut demand n Trustr, will, after ntice sale having been given as required by law, sell the Prperty at the time and place sale fixed by it in the ntice sale, either as a whle r in separate parcels as Trustee determines, and in any rder that it may determine, at public auctin t the highest bidder. Trustee may pstpne sale all r any prtin the Prperty by public annuncement at the time and place sale, and frm time t time after that may pstpne the sale by public annuncement at the time fixed by the preceding pstpnement, and withut further ntice make the sale at the time fixed by the last pstpnement; r Trustee may, in its discretin, give a new ntice sale. Beneficiary may rescind any ntice executing a ntice rescissin and recrding it. The recrdatin the ntice will cnstitute a cancellatin If ntice default has been given as then required by law, and after lapse default at any time befre Trustee s sale by any prir declaratin default and demand fr sale and any acceleratin maturity indebtedness affected by any prir declaratin r ntice default, The exercise by Beneficiary the right rescissin will nt cnstitute a waiver any default then existing r subsequently ccurring, r impair the right Beneficiary t execute ther declaratins default and demand fr sale, r ntices electin t cause the Prperty t be sld, nr therwise affect the Nte r this Deed Trust, r any the rights, bligatins, r remedies default and Beneficiary r Trustee. After sale, Trustee will deliver t the purchaser its deed cnveying the prperty sld, but withut any cvenant r warranty, express r implied. The recitals in the deed any matters r facts will be cnclusive pr their truthfulness. Any Persn, including Trustr, Trustee, r Beneficiary, may purchase at that sale. it is the purchaser, may turn iii in the Nte at the amunt wing n it tward payment the purchase price (r fr 24 Ui if allwed by law, Beneficiary, if

85 RECRDER MEM: This CPY is NT an FFICIAL RECRD. endrsement the purchase price as a payment n the Nte if the amunt wing exceeds the purchase price). Trustr expressly waives any right sale that Trustr may have at the time sale r that may apply t the sale. redemptin after (b) Trustee, upn the sale, will make (withut any cvenant r warranty, express r implied), execute and, after due payment made, deliver t a purchaser and its heirs r assigns a deed r ther recrd interest, as the case may be, t the Prperty sld, which will cnvey t the purchaser all the title and interest Trustr in the Prperty and will apply the prceeds the sale in payment, (i) first, the expenses the sale tgether with the expenses the trust, including, withut limitatin, attrneys fees, that will becme due n any default made by Trustr, and als any sums that Trustee r Beneficiary have paid fr prcuring a search the title t the Prperty subsequent t the executin this Deed the Indebtedness then remaining unpaid, and the amunt all ther mnies with interest in this Deed Trust agreed r prvided t be paid by Trustr. Trustee will pay the balance r surplus the prceeds sale t Trustr and its successrs r assigns as its interests may appear. Sectin 8.3 Pr Default. Trust; and (ii) secnd, I IL there is a sale the Prperty, r any part it, and the executin it, the recital recrding ntice breach and electin sale, and the elapsing the required time between the recrding and the fllwing ntice, and the giving sale, and a demand by Beneficiary that the sale shuld be made, will be cnclusive pr the default, recrding, electin, elapsing time, and the due giving prper demand by Beneficiary. My deed with these recitals will be effectual and cnclusive against Trustr, its successrs, and assigns, and all ther Persns. The receipt fr the purchase mney recited r in any deed executed t the purchaser will be sufficient discharge t the purchaser frm all bligatins t see t the prper applicatin the purchase mney. If default and ntice a deed fr ntice, and that the sale was regularly and validly made n Sectin 8.4 Prtectin Security. If an Event limitatin t d s, withut ntice t r demand upn Trustr, and withut releasing Trustr frm any bligatins r defaults may: Default ccurs and is cntinuing, Beneficiary r Trustee, withut C w w w I (a) enter n the Prperty in any manner and t any extent that either deems necessary t prtect the security this Deed Trust; (b) appear in and defend any actin r prceeding purprting t affect, in any manner, the bligatins r the Indebtedness, the security this Deed the rights r pwers Beneficiary r Trustee; Trust, r (c) pay, purchase, r cmprmise any encumbrance, charge, r lien that in the judgment Beneficiary r Trustee is prir r superir t this Deed Trust; and (d) pay necessary expenses, emply cunsel, and pay reasnable attrneys fees. Trustr agrees t repay n demand all sums expended by Trustee r Beneficiary pursuant t this Sectin with interest at the Default Rate, and thse sums, with interest, will be secured by this Deed Trust. Sectin 8.5 Receiver. 25

86 RECRDER MEM: This CPY is NT an FFICIAL RECRD. If an Event Default ccurs and is cntinuing, Beneficiary, as a matter strict right and withut ntice t Trustr r anyne claiming under Trustr and withut regard t the then value the Prperty, will have the right t apply exparte t any curt having jurisdictin t appint a Receiver the Prperty, and Trustr waives ntice any applicatin fr that, prvided a hearing t cnfirm the appintment with ntice t Trustr is set within furteen (14) days after the appintment. Any Receiver will have all the pwers and duties receivers in similar cases and all the pwers and duties Beneficiary in case entry as prvided in this Deed Trust, and will cntinue as such and exercise all thse pwers until the date cnfirmatin sale, unless the receivership is terminated sner. Sectin 8.6 Curing Defaults. If Trustr at any time fails t perfrm r cmply with any the terms, cvenants, and cnditins required n Trustr s part t be perfrmed and cmplied with under this Deed Trust, the Nte, any the ther Lan Dcuments, r any ther agreement that, under the terms this Deed Trust, Trustr is required t perfrm, then Beneficiary, after seven (7) Business Days ntice t Trustr (r withut ntice if Beneficiary determines that an emergency exists), and withut waiving r releasing Trustr frm any the bligatins, may, subject t the prvisins any the agreements, (a) make frm the Cnstructin Accunt r its wn funds any payments payable by Trustr and take ut, pay fr, and maintain any the insurance plicies prvided fr; and a The making by Beneficiary payments ut Beneficiary s wn funds will nt, hwever, be deemed t cure the default by Trustr, and it will nt be cured unless and until Trustr reimburses Beneficiary fr the payments. If the payment any sum is made frm the Cnstructin Accunt and results, r may, in Beneficiary s gd- faith determinatin, result, in the reductin in the amunt funds in the Cnstructin Accunt belw that is required t cmplete the Wrk, then the amunt that Beneficiary determines t be, necessary fr cmpletin will be depsited by Trustr pursuant t the terms the Lan Agreement within five (5) business days after written demand by Beneficiary. All sums paid and all reasnable csts and expenses incurred by Beneficiary in cnnectin with the perfrmance any act, tgether with interest n unpaid balances at the Default Rate frm the respective dates Beneficiary s making each payment, will be added t the principal the indebtedness, will be secured by the Security Dcuments and by the lien this Deed Trust, prir t any right, title, r interest in r claim n the Prperty attaching r accruing subsequent t the lien this Deed Trust, and will be payable by Trustr t Beneficiary n demand. H Lu Lu (b) perfrm any ther acts n the part Trustr t be perfrmed and enter n the Prperty fr that purpse. Sectin 8.7 Inspectin Rights. n reasnable ntice (except in the case an emergency), and withut releasing Trustr frm any bligatin t cure any default Trustr, Beneficiary r its agents, representatives, and emplyees acting by themselves r thrugh a curt-appinted receiver, may, frm time t time and at all reasnable times (r at any time in the 26

87 RECRDER MEM: This CPY is NT an FFICIAL RECRD. 71 case an emergency) enter and inspect the Prperty and every part it (including all samples building materials, sil, and grundwater, and all bks, recrds, and files Trustr relating t the Prperty) and perfrm any acts and things as Beneficiary deems necessary r desirable t inspect, investigate, assess, and prtect the security this Deed Trust, fr the purpse determining: (a) the existence, lcatin, nature, and magnitude any past r present Release r threatened Release, (b) the presence any Hazardus Substances n r abut the Prperty in vilatin any Hazardus Substance Law, and (c) the cmpliance by Trustr every envirnmental prvisin this Deed Trust and every ther Lan Dcument. In furtherance these purpses, withut limitatin any its ther rights, Beneficiary may: C (a) btain a curt rder t enfrce Beneficiary s right t enter and inspect the Prperty under Civ. Cde , t which the decisin Beneficiary as t whether there exists a Release, threatened Release, any Hazardus Substances n r abut the Prperty in vilatin any Hazardus Substance Law, r a breach by Trustr any envirnmental prvisin this Deed Trust r any ther Lan Dcument, will be deemed reasnable and cnclusive as bebween Trustr, Trustee, and Beneficiary; and (b) have a receiver appinted under Cde Civ. Prc. 564 t enfrce Beneficiary s right t enter and inspect the Prperty fr Hazardus Substances. All csts and expenses incurred by Beneficiary with respect t the audits, tests, inspectins, and examinatins that Beneficiary r its agents, representatives, r emplyees may cnduct, including the fees the engineers, labratries, 5 cntractrs, cnsultants, and attrneys, will be paid by Trustr. All csts r expenses I Li.. cu Z. incurred by Trustee and Beneficiary pursuant t this Sectin (including withut limitatin curt csts, cnsultant fees, and attrneys fees, whether incurred in litigatin and whether befre r after judgment) will bear interest at the Default Rate frm the date they are incurred until they have been paid in full. Except as prvided by law, any inspectins r tests made by Beneficiary r its representatives, emplyees, and agents, will be fr Beneficiary s purpses nly and will nt be cnstrued t create any respnsibility r liability n the part Beneficiary t Trustr r t any ther persn. Beneficiary will have the right, but nt the bligatin, t cmmunicate with any gvernmental authrity regarding any fact r reasnable belief Beneficiary that cnstitutes r culd cnstitute a breach any Trustr s bligatins under any envirnmental prvisin in this Deed Trust r any Lan Dcument.. Sectin 8.8 Judgment n Envirnmental Prvisin. iii Beneficiary r its agents, representatives, and emplyees may seek a judgment that Trustr has breached its cvenants, representatins, r warranties in Article 6 this Deed Trust r any ther cvenants, representatins, r warranties that are deemed t be envirnmental prvisins pursuant t Cde Civ, Prc. 736 (each an 27 U

88 RECRDER MEM: This CPY is NT an FFICIAL RECRD. a J c z t Sectin 8.12 Envirnmental Prvisin ), by cmmencing and maintaining an actin r actins in any curt cmpetent jurisdictin pursuant t Cde Civ. Prc. 736, whether cmmenced prir t r after freclsure the lien this Deed r its agents, representatives, and emplyees may als seek an injunctin t cause Trustr t abate any actin in vilatin any Envirnmental Prvisin and may seek the recvery indemnificatin payments t third parties, and ther ut--pcket csts r expenses actually incurred by Beneficiary (cllectively, Envirnmental Csts ) incurred r advanced by Beneficiary relating t the cleanup, remedy, r ther respnse actin required by any Hazardus Substances Law r any Hazardus Substance Claim, r which Beneficiary believes necessary t prtect the Prperty. It will be cnclusively presumed between Beneficiary and Trustr that all Envirnmental Csts incurred r advanced by Beneficiary relating t the cleanup, remedy, r ther respnse actin r t the Prperty were made by Beneficiary in gd faith. All Envirnmental Csts incurred by Beneficiary under this Sectin (including withut limitatin curt csts, cnsultant fees, and attrneys fees, whether incurred in litigatin and whether befre r after judgment) will bear interest at the Default Rate frm the date until thse sums have been paid in full. Beneficiary will be entitled t bid, at any trustee s r freclsure sale the Prperty, the amunt the csts, expenses, and interest in additin t the amunt ther Indebtedness. Trust. Beneficiary all csts, damages, expenses, fees, penalties, fines, judgments, Sectin 8.9 Waive Lien. expenditure Beneficiary r its agents, representatives, and emplyees may waive its lien against the Prperty r any prtin it, including the Imprvements and the Persnal Prperty, t the extent that the Prperty is fund t be envirnmentally impaired in accrdance with Cde Civ, Prc , and t exercise all rights and remedies an unsecured creditr against Trustr and all prperty fr the recvery any deficiency and Envirnmental Csts, including, but nt limited t, seeking an attachment rder under Cde Civ. Prc As between Beneficiary and Trustr, fr purpses Cde Civ. Prc , Trustr will have the burden prving that Trustr r any related party (r any affiliate r agent Trustr r any related party) was nt in any way negligent in permitting the Release r threatened Release the Hazardus Substances. Sectin 8.1 lmittedl Sectin 8.11 Applicatin Funds Against Nte. Trustr s assets and n acceleratin the due date the Nte, Beneficiary may apply all r any part the funds in the Cnstructin Accunt t the payment principal and accrued interest under the Nte. Right t Cmplete Cnstructin. H in Di If Trustr abandns r fails t prceed diligently with the wrk, r n the any Event Default, Beneficiary may take ver and cmplete the ccurrence Wrk (r assign that right, including the cntract fr the Wrk) and, fr that purpse, make disbursements frm the Cnstructin Accunt and exercise all ther rights and remedies granted t Beneficiary under all bnds, agreements, and ther dcuments t which Beneficiary is a party r fr the benefit either case t the Wrk. Any cntracts entered int r indebtedness incurred n the exercise that right may be in the name Trustr, and Trustr irrevcably appints Beneficiary as Trustr s attrney-in-fact (the appintment being cupled with an interest) t enter int the cntracts, incur bligatins, enfrce any cntracts r Beneficiary and which relate in

89 RECRDER MEM: This CPY is NT an FFICIAL RECRD. agreements made by r n behalf trustr, emply attrneys t defend against attempts t interfere with the exercise the pwers granted, and d any things necessary r prper t cmplete the Wrk, including the signing Trust?s name t any cntracts and dcuments that may be deemed necessary by Beneficiary. In n event will Beneficiary be required t expend its wn funds t cmplete the Imprvements if the funds in the Cnstructin Accunt are insufficient, but Beneficiary may advance thse funds. Any advanced funds will be cnsidered advances under the Nte as Beneficiary may determine, and will be secured by the Lan Dcuments, even thugh the advances may cause the ttal amunt advanced t exceed the amunt cmmitted t be advanced pursuant t the Lan Agreement, and the amunts will be payable t Beneficiary by Trustr n demand, tgether with interest, until paid at the Default Rate. Sectin 8.13 Stppage Cnstructin by Beneficiary. a 2 n: (a) the ccurrence any Event Default, (b) the appearance substantial deviatins frm the Plans and Specificatins withut the prir written apprval Beneficiary r the use (as determined cnclusively by Beneficiary after cnsultatin with the Inspectr), r (c) receipt nt cnsented in writing, Beneficiary may rder stppage demand that the Event cmply with that rder r demand and will cure any Event Default r any cnditin within fifteen (15) days after written ntice (r within a shrter perid time that may be specifically set frth in the Lan Dcuments). After issuance an rder in writing, n further wrk will be dne n the Imprvements (except as may be necessary t cure any Event Default r crrect any cnditin) withut the prir written cnsent Beneficiary unless and until all Events Default and cnditins have been fully cured and crrected. defective r unwrkmanlike materials r labr in the Wrk knwledge by Beneficiary encrachments t which Beneficiary has cnstructin and Default be cured r the cnditin be crrected. Trustr will Sectin 8.14 Remedies Cumulative. All remedies will be in additin t all ther rights and remedies prvided in the ther Lan Dcuments r prvided by law, including any banker s lien and right fset. The exercise any right r remedy by Beneficiary will nt in any way cnstitute a cure r waiver default, nr will it prejudice Beneficiary in the exercise any its rights unless, in the exercise thse rights, Beneficiary cllects the ttal amunt the Indebtedness. Beneficiary prvided fr in this Deed Trust are cumulative and default, will nt invalidate any act dne pursuant t any ntice Article 9. Security Agreement.. Sectin 9.1 Grant Security Interest. H w Trustr als grants t Beneficiary a security interest in all and interest nw wned r later acquired t the fllwing prperty (cllectively, Cllateral ) nw r later affixed t r lcated n the Prperty, r used in cnnectin with the peratin the Prperty r the Imprvements and all the prceeds that prperty; the Persnalty; the Fixtures; all machinery, equipment, engines, appliances, and fixtures fr generating r distributing air, water, heat, electricity, light, fuel, r refrigeratin, r fr ventilating r sanitary purpses, r fr the exclusin insects, r fr the remval in fumiture and installatins, shelving, lckers, partitins, drstps, vaults, mtrs, elevatrs, dumbwaiters, awnings, windw shades, venetian blinds, light fixtures, fire Trustr s right, title, dust, refuse, r garbage; all wallbeds, wall safes, 29 vermin r built U

90 RECRDER MEM: This CPY is NT an FFICIAL RECRD. hses and brackets and bxes fr them, fire sprinklers, alarm systems, draperies, drapery rds and brackets, mirrrs, mantles, screens, linleum, carpets and carpeting, plumbing, bathtubs, sinks, basins, pipes, faucets, water clsets, laundry equipment, washers, dryers, icebxes, refrigeratrs, heating units, stves, vens, ranges, dishwashers, dispsals, water heaters, incineratrs, furniture, fixtures, and furnishings; all cmmunicatin systems; all specifically designed installatins and furnishings; all building materials, supplies, and equipment nw r later delivered t the Prperty; all fice equipment, including, withut limitatin, all cmputers, cmputer systems, hardware and stware, access cdes, access keys, cmputer prgrams, file names, typewriters, duplicating machines, wrd prcessing equipment, adding machines, calculatrs, dictating equipment, printing presses, and related equipment; all inventries and supplies, including, withut limitatin, fice supplies, sap, light bulbs, tilet paper, and linens; all clcks, televisin sets, radis, and ther electrnic r audi/vide equipment; all pdiums, micrphnes, mvie and slide prjectrs and screens, and ther prperty relating t cnference and cnventin facilities; all security and cleaning depsits cllected frm any tenants r lessees any part the Prperty, all depsits cllected frm purchasers pursuant t cntracts fr sale the Prperty r any prtin the Prperty; and, subject t the ther prvisins this Deed Trust, all prceeds any fire and builders risk insurance plicy, r any plicy insuring the Prperty (and the cntents the imprvements) against any ther perils, all awards made in eminent dmain prceedings, r purchased in lieu that, made with respect t the Prperty, and any cmpensatin, award, payment, r relief given by any gvernmental agency r ther surce because damage t the Prperty resulting frm earthquake, fld, windstrm, r any emergency r any ther event r circumstance. The specific enumeratins in this Deed Trust d nt exclude the general. The security interest als includes all additins t, substitutins fr, changes in, r replacements the whle r any part these articles prperty, tgether with all cntract rights Trustr in cnstructin cntracts, bnds, agreements fr purchase and sale the Prperty, all plicies insurance arising ut the imprvement r wnership the Prperty, and all accunts, cntract rights, chattel paper, instruments, general intangibles, and ther bligatins any kind nw r later existing, arising ut ; r in cnnectin with the peratin r develpment the Prperty. The security interest als includes all rights nw r later existing in all security agreements, leases, and ther cntracts securing r therwise relating t any 5 accunts, cntract rights, chattel paper, instruments, general intangibles, r bligatins; all causes actin and recveries nw r later existing fr any lss r diminutin in value the Prperty; all prceeds any the Cllateral; and, t the extent nt therwise included, all payments under insurance (whether Beneficiary is the lss payee), r any indemnity, warranty, r guaranty payable by reasn lss r damage t r therwise with respect t any the Cllateral. I Sectin 9.2 Remedies w This Deed Trust cnstitutes a security agreement with respect t the Cllateral in which Beneficiary is granted a security interest. Beneficiary has all the rights and remedies a secured party under the Califrnia Unifrm Cmmercial Cde as well as all ther rights and remedies available at law r in equity. Trustr agrees t execute and deliver n demand, and irrevcably cnstitutes and appints Beneficiary the attrney-in-fact Trustr t execute, deliver, and file, any security agreements, financing statements, cntinuatin statements, r ther instruments that Beneficiary may request t impse, perfect, r cntinue the perfectin the lien r security interest created by this Deed Trust. n the ccurrence any Event Default (taking int accunt any applicable perid grace r cure), Beneficiary will have the right t sell at any public r private sales as permitted by applicable law any 3 LU

91 RECRDER MEM: This CPY is NT an FFICIAL RECRD. the Cllateral that is persnal prperty. Beneficiary will als have any ther rights and remedies, whether at law, in equity, r by statute that are available t secured creditrs. Any dispsitin may be cnducted by an emplyee r agent Beneficiary r Trustee. Any Persn, including bth Trustr and Beneficiary, will be eligible t purchase any part r all the Cllateral at any dispsitin. Sectin 9.3 Expenses. Expenses retaking, hlding, and preparing fr sale, selling, r the like will be brne by Trustr and will include Beneficiary s and Trustee s attrneys fees and legal expenses. Trustr, n demand Beneficiary, will assemble the Cllateral and make it available t Beneficiary at the Prperty, a place deemed t be reasnably cnvenient t Beneficiary and Trustr. Beneficiary will give Trustr at least ten (1) days prir written ntice the time and place any public sale r ther dispsitin the Cllateral r the time r after which any private sale r any ther intended dispsitin is t be made. If the ntice is sent t Trustr in the manner prvided fr the mailing ntices in this Deed Trust, it is deemed reasnable ntice t Trustr. Sectin 9.4 Fixture Filing. (a) This Deed Trust cnstitutes a financing statement filed as a fixture filing in the fficial Recrds the Cunty Recrder the cunty in which the Prperty is lcated with respect t all Fixtures included within the term Prperty as used in this Deed Trust and with respect t any gds, Cllateral, r ther persnal prperty that may nw be r later becme fixtures. -J CD H. in in in (b) it is understd and agreed that, t prtect Beneficiary against the effect Cal. U. Cm. Cde if any fixture wned by Trustr n the Prperty, r any part any fixture, is replaced r added t, r any new fixture wned by Trustr is installed by Trustr, and in each case the fixture has a cst r fair market value in excess fifty thusand and n/l dllars ($5,), and the fixture is r may be subject t a security interest held by a seller r any ther party, the fllwing will apply: (i) Trustr r any wner all r any part the Prperty will, befre the replacement, additin, r installatin any fixture, btain the prir written apprval Beneficiary, and give Beneficiary written ntice that a security agreement with respect t the fixture has been r will be cnsummated, and the ntice will cntain the fllwing infrmatin: (A) a descriptin the fixtures t be replaced, added t, installed, r substituted; (B) a recital the lcatin at which the fixtures will be replaced, added t, installed, r substituted; (C) a statement the name and address the hlder and amunt the security interest; and (D) the date the purchase the fixtures. Neither this Sectin nr any cnsent by Beneficiary pursuant t this Sectin will cnstitute an agreement t subrdinate any right Beneficiary in fixtures r ther prperty cvered by this Deed Trust. 31

92 RECRDER MEM: This CPY is NT an FFICIAL RECRD. (ii) Beneficiary may at any time pay the balance due under the security agreement and the amunt paid will be: (A) secured by this Deed Trust and will be a lien n the Prperty, enjying the same pririties as this Deed Trust; (B) added t the amunt the Nte r ther bligatin secured by this Deed Trust; and (C) payable n demand with interest at the Default Rate frm the time the payment; and if Trustr is in default fr ten (1) days after demand, the entire principal sum secured with all unpaid interest will, at the Beneficiary s ptin, becme immediately due, regardless any cntrary prvisin in this Deed Trust r the Nte; r Beneficiary will have the privilege acquiring by assignment frm the hlder the security interest any cntract rights, accunts receivable, chattel paper, negtiable r nnnegtiable instruments, r ther evidence Trustr s indebtedness fr the fixtures, and, n acquiring these interests by assignment, will have the right t enfrce the security interest as an assignee, in accrdance with the Califrnia Unifrm Cmmercial Cde and ther applicable law. (iii) Whether Beneficiary has paid r taken an assignment the security interest, if at any time Trustr is in default fr a perid ten (1) days under the security agreement cvering the fixtures, that default will be cnsidered a material breach Trustr s cvenants under this Deed Trust, and will, at Beneficiary s ptin, cnstitute a default under this Deed Trust, and the principal sum secured will, at Beneficiary s ptin, becme immediately due. (iv) The prvisins subsectins (ii) and (iii) abve will nt apply if the gds that may becme fixtures are at least equivalent value and quality as any prperty being replaced and if the rights the party hlding the security interest have been expressly subrdinated, at n cst t Beneficiary, t the lien this Deed Trust in a manner satisfactry t Beneficiary, including, withut limitatin, at Beneficiary s ptin, prviding t Beneficiary a satisfactry pinin cunsel that this Deed Trust cnstitutes a valid and subsisting first 5 lien n the fixtures that is nt subrdinate t the lien the security interest under any applicable law, including, withut limitatin, the prvisins Cal. U. Crn. Cde I H Sectin 9.5 Assignment Agreements. (a) As partial security fr the Lan, Trustr sells, assigns, transfers, sets ver, and delivers t Beneficiary all Trustr s right, title, and interest in all agreements, permits, and cntracts pertaining t the use r peratin the Prperty, including, but nt limited t, envirnmental impact reprts; negative declaratins; map apprvals; grading and cnstructin permits; cnditinal use permits; applicatins fr all permits; management agreements; all develpment rights in the Prperty that Trustr may nw r later acquire (including, withut limitatin, develpment rights arising in cnnectin with any actin by a gvernmental entity, including, by way illusfratin, but nt limitatin, inducement reslutins cunty, municipal, r ther gvernmental entities); agreements with cntractrs, suppliers, and cnstructin managers; and agreements pertaining t the transfer develpment rights r permitted flr area under applicable laws r rdinances (cllectively, Agreements ), as they may be amended r therwise mdified frm time t time, cii including, withut limitatin, the right Trustr t terminate any the 32 w

93 RECRDER MEM: This CPY is NT an FFICIAL RECRD. Agreements, t perfrm tinder them, and t cmpel perfrmance and therwise exercise all remedies under them, tgether with the immediate and cntinuing right t cllect and receive all sums that may becme due t Trustr, r t which Trustr may nw r later becme entitled t demand r claim, arising r issuing ut the Agreements, including, withut limitatin, claims Trustr fr damages arising ut receive prceeds any insurance, indemnity, warranty, r guaranty with respect t breach r default under any the Agreements and all rights Trustr t any the Agreements. Hwever, s lng as n Event is cntinuing, Trustr will have the right under a license granted t cllect and retain all sums that may becme payable t Twstr under the Agreements. Default has ccurred and (b) Trustr cvenants and agrees t bserve, perfrm, and discharge punctually the bligatins, terms, cvenants, cnditins, and warranties t be bserved, perfrmed, and discharged by it under the Agreements. Beneficiary, upn an Event Default, at its ptin and upn written ntice t Trustr, will have the right t declare the assignment in this Sectin 9.5 t be abslute and, in additin, Beneficiary will have the cmplete right then r later t exercise and enfrce all the rights and remedies prvided by law. (c) The acceptance by Beneficiary the assignment in this Sectin 9.5, with all the rights, pwers, privileges, and authrity granted will nt, prir t the exercise Beneficiary s right t declare the assignment in this Sectin 9.5 t be abslute, bligate Beneficiary t assume any bligatins under the Agreements r t take any actin under them r t expend any mney r incur any expense r perfrm r discharge any bligatin, duty, r liability under the Agreements r t assume any bligatin r respnsibility fr the nnperfrmance the prvisins by Trustr. a U Article 1. Assignment Leases Sectin 1.1 Assignment and Rents. Trustr irrevcably assigns t Beneficiary: (a) all Trustr s right, title, and interest in all Leases; licenses; agreements relating t the management, leasing, r peratin the Prperty; and ther agreements ccupancy the Prperty, whether nw existing r entered int after the date this Deed Trust ( Leases ), and (b) the rents, issues, and prits the Prperty, including, withut limitatin, all amunts payable and all rights and benefits accruing t Trustr under the Leases ( Payments ), fr the purpses and n the terms and cnditins belw. any kind relating t the use r H U LU U U The term Leases will als include all guarantees and security fr the lessees perfrmance, and all amendments, extensins, renewals, r mdificatins that are permitted. This is a present and abslute assignment, nt an assignment fr security purpses nly, and Beneficiary s right t the Leases and Payments is nt cntingent n, and may be exercised withut, pssessin the Prperty. Sectiu 1.2 License. Beneficiary cnfers n Trustr a license ( License ) t cllect and retain the Payments as they becme due until the ccurrence an Event Event cllect and retain the Payments withut ntice and withut taking pssessin the Prperty. Trustr irrevcably authrizes and directs the lessees under the Leases t rely n and cmply with any ntice r demand by Beneficiary fr the payment t Beneficiary Default. Upn an Default, the License will be autmatically revked and Beneficiary may any rental r ther sums that may at any time becme due under the 33

94 RECRDER MEM: This CPY is NT an FFICIAL RECRD. Leases, r fr the perfrmance any the lessees undertakings under the Leases, The lessees will have n right r duty t inquire as t whether any Default has actually ccurred r is then existing. Trustr relieves the lessees frm any liability t Trustr by reasn relying n and cmplying with any ntice r demand by Beneficiary. Sectin 1.3 Effect Assignment. The assignment will nt impse n Beneficiary any duty t prduce rents, issues, r prits frm the Prperty, r cause Beneficiary t be: (a) a mrtgagee in pssessin fr any purpse; (b) respnsible fr perfrming any the bligatins the lessr under any the Leases; r (c) respnsible fr any waste cmmitted by lessees r any ther parties, any dangerus r defective cnditin the Prperty, r any negligence in the management, upkeep, repair, r cntrl the Prperty. Beneficiary will nt be liable t Trustr r any ther party as a cnsequence the exercise the rights granted t Beneficiary under this assignment r the failure Beneficiary t perfrm any bligatin Trustr arising under the Leases. Sectin 1.4 Leasing Cvenants. Trustr cvenants and agrees as fllws: a (a) At Trustr s sle cst t: (i) perfrm all bligatins the lessr under the Leases and enfrce perfrmance by the lessees their bligatins under the Leases; (ii) subject t the prvisins Sectin l.4(b)(iv) belw, enfrce all remedies available t Trustr in case default by the lessees under any the Leases and prsecute and defend any actin, arbitratin, r ther cntrversy relating t any the Leases r t Trustr s interest in any the Leases; C (iii) give Beneficiary prmpt ntice any default that ccurs under any the Leases, whether by the lessees r Tmstr; (iv) exercise diligent, gd-faith effrts t keep all prtins the Prperty leased at all times and at rentals nt less than the fair market rental value; (v) prmptly upn executin, deliver t Beneficiary fully executed cunterpart riginals the Leases. (b) except with Beneficiary s prir written cnsent, nt t: (i) enter int any Leases after thedate this Deed Trust; w (ii) execute any ther assignment relating t any the Leases r the Payments; Lu C p 34

95 RECRDER MEM: This CPY is NT an FFICIAL RECRD. 1 (iii) discunt any rent r ther sums due under the Leases r cllect them in advance, ther than t cllect rent ne (1) mnth in advance the time when it becmes due; (iv) terminate, mdify, r amend any the terms the Leases r release r discharge the lessees frm any bligatins; (v) cnsent t any assignment r subletting by any lessee; r (vi) subrdinate any the Leases t any ther deed trust r encumbrance. Any attempted actin in vilatin the prvisins Sectin 1.4(b) will be vidable at Beneficiary s electin. Sectin 1.5 Applicatin Rents. Beneficiary, in its sle discretin, may apply, r require the applicatin, all amunts received pursuant t the assignment t the payment any ne r mre the bligatins in any rder that Beneficiary may elect. Sectin 1.6 Estppel Certificates. Within twenty (2) days after request by Beneficiary, Trustr will deliver t Beneficiary and t any party designated by Beneficiary estppel certificates executed by Twstr and by each the lessees, in recrdable frm, certifying: (a) that the assignment and the Leases are in full frce; (b) the date each lessee s mst recent payment rent; _.i z (c) that there are n defenses r fsets utstanding r stating thse claimed by Twstr r lessees under the assignment r the Leases; and (d) any ther infrmatin reasnably requested by Beneficiary. Sectin 1.7 Remedies. In additin t any ther remedies in this Deed Tmst, Beneficiary will have the fllwing rights and remedies upn the ccurrence an Event Default: (a) T receive the Payments and any ther amunts arising r accruing under the Leases r frm the Prperty; 3 (b) T cllect, sue fr, settle, cmprmise, and give releases fr the Payments H and pursue any remedies fr the enfrcement the Leases r Trustr s rights under the Leases; and in in (c) T take pssessin the Prperty, and hld, manage, lease, and perate it n any terms and fr any perid time that Beneficiary may deem prper and, either with r withut taking pssessin the Prperty, in its wn name, make 35

96 RECRDER MEM: This CPY is NT an FFICIAL RECRD. f,1 frm Lime t time all alteratins, renvatins, repairs, r replacements that Beneficiary may deem prper. Sectin 1.8 Definitins. The terms lessr and lessrs as used in this Deed Trust will include all wners, landlrds, licensrs, and ther parties in a similar psitin with respect t the Leases. The terms lessee and lessees will include any tenants and licensees and any ther parties in a similar psitin and will als include any guarantrs r ther bligrs under the Leases. Article 11. Miscellaneus. Sectin 11.1 Successr Trustee. Beneficiary may remve Trustee r any successr trustee at any time and appint a successr trustee by recrding a written substitutin in the cunty where the Prperty is lcated, r in any ther manner permitted by law, Upn that appintment, all the pwers, rights, and authrity Trustee will immediately becme vested in the successr. Sectin 11.2 Change Law. w w H Z 3 H U U If any law is passed, after the date this Deed Trust, that deducts frm the value the Prperty, fr the purpses taxatin, any lien n it r changes in any way the laws nw in frce fr the taxatin mrtgages, deeds trust, r debts secured by mrtgage r deed trust (ther than laws impsing taxes n incme) r the manner the cllectin any taxes s as t affect adversely the rights Beneficiary as hlder the Nte and Beneficiary under this Deed Trust, the Indebtedness will becme due at Beneficiary s ptin, exercised by thirty (3) days ntice t Trustr unless Trustr, within that thirty (3) day perid, if permitted by law, assumes the payment any tax r ther charge impsed n Beneficiary fr the perid remaining until full payment by Trustr the Indebtedness. Sectin 11.3 N Waiver... N waiver by Beneficiary any default r breach by Trustr will be implied frm any missin by Beneficiary t take actin n accunt that default if the default persists r is repeated. Als, n express waiver will affect any default ther than the default in the waiver and the waiver will be perative nly fr the time and t the extent stated. Waivers any cvenant, term, r cnditin in this Deed Trust will nt be cnstrued as a waiver any subsequent breach the same cvenant, term, r cnditin. The cnsent r apprval by Beneficiary fr any act by Trustr requiring further cnsent r apprval will nt be deemed t waive r render unnecessary the cnsent r apprval fr any subsequent similar act. Sectin 11.4 Abandnment Subject t any chattel mrtgages, security agreements, r ther liens n title that may exist with the cnsent Beneficiary, r any prvided fr in this Deed Trust, all Persnalty that upn freclsure the Prperty is wned by Trustr and is used in cnnectin with the peratin the Prperty will be deemed at Beneficiary s ptin t have becme n that date a part the Prperty and abandned t Beneficiary in its then cnditin, 36 U I

97 All ntices, advices, demands, requests, cnsents, statements, satisfactins, will be in writing, and if nt in writing, will nt be deemed t have been given. Als, cntemplated under this Deed Trust fr any party t serve n r give t any ther waivers, designatins, refusals, cnfirmatins, r denials that may be required r Sectin 11.5 Ntices. Ui 37 Tf t Trustr: SAGEBRK investments, LLC Tf t Beneficiary: WDBRIDGE MRTGAGE INVESTMENT FUND 3A, LLC Ui any time and frm time t time, may exercise any right r remedy nw r later given in additin t the rights in this Deed Trust specifically cnferred, Beneficiary, at subsequent t, r jined r therwise cntempraneus with any sale r freclsure. in the payment r perfrmance, in Beneficiary s sle discretin, may be prir t, Indebtedness r perfrmance any bligatin, its sale r freclsure, n any default if Beneficiary hlds any ther r additinal security fr the payment any 3 Sectin 11.9 Jinder Freclsure. sale, any judicial freclsure prceeding, and any deed given in lieu freclsure. references t the apprpriate prcedure in cnnectin with Trustee s private pwer Z References in this Deed Trust t freclsure and related phrases are Sectin 11.8 References t Freclsure. will cntinue in full frce and will nt be affected, impaired, r invalidated. ii. this Deed Trust and all applicatins it nt held invalid, vid, r unenfrceable unenfrceable, in whle r in part, all terms, prvisins, cvenants, and cnditins applicatin it is held by a curt cmpetent jurisdictin t be invalid, vid, r If any term, prvisin, cvenant, r cnditin this Deed Trust r any w Sectin 11.7 Severability. Dcument. terms survive the repayment the Indebtedness r the terminatin any Lan Sectin 11.6 is intended t limit ther prvisins in the Lan Dcuments that by their and bligatins in whle r in part under the Lan Dcuments. Nthing in this frm any right cunterclaim, recupment, r setf by Trustr, Beneficiary s rights Beneficiary may assign t r grant a participatin in any ne r mre lenders, free The cvenants and agreements in this Deed Trust will bind and inure t the benefit Beneficiary and Trustr and their successrs and assigns. It is agreed that Sectin 11.6 Survival, Sherman aks, Califrnia Ventura Bulevard, Suite 1 Sherman aks, Califrnia Ventura Bulevard, Suite 1 charges) prepaid in a securely enclsed and sealed envelpe as fllws: they must be either persnally served r sent with return receipt requested by registered r certified mail with pstage (including registratin r certificatin RECRDER MEM: This CPY is NT an FFICIAL RECRD.

98 RECRDER MEM: This CPY is NT an FFICIAL RECRD. by law t beneficiaries under deeds trust generally, r t the hlders any bligatins the kind secured. Sectin 11.1 Rights Beneficiary and Trustee. At any time and frm time t time, withut liability and withut ntice, and withut releasing r therwise affecting the liability any persn fr payment any Indebtedness, (a) Beneficiary, at its sle discretin and nly in writing, may extend the time fr r release any Persn nw r later liable fr payment any Indebtedness, r accept r release additinal security, r subrdinate the lien r charge this Deed Trust, r (b) Trustee, n written request Beneflciary and presentatin the Nte, any additinal ntes secured by this Deed Trust, and this Deed Trust fr endrsement, may recnvey any part the Prperty, cnsent t the making any map r plat it, jin in granting any easement n it, r jin in any agreement extensin r subrdinatin. a 3 n Beneficiary s written request and surrender the Nte, any additinal ntes secured by this Deed Trust, and this Deed Trust t Trustee fr cancellatin, and n payment t Trustee its fees and expenses, Trustee will recnvey withut warranty the then trust prperty. The recitals in any recnveyance will be cnclusive pr the truthfulness them, and the grantee in any recnveyance may be described as the persn legally entitled. Sectin Cpies. Trustr will prmptly give t Beneficiary cpies all: (a) ntices vilatin that Trustr receives frm any gvernmental agency r authrity, and C) (b) ntices default that Trustr receives under any agreement relating t the brrwing mney by Trustr frm any Persn. Sectin [MITTED] Sectin Subrdinatin. At the ptin Beneficiary, this Deed Trust will becme subject and subrdinate, in whle r in part (but nt with respect t pririty entitlement t any a. insurance prceeds, damages, awards, r cmpensatin resulting frm damage t the Prperty r cndemnatin r exercise pwer eminent dmain), t any cntracts sale r any leases the Prperty n the executin by Beneficiary and recrding a unilateral declaratin t that effect in the ficial recrds the cunty and state H where the Prperty is lcated. Beneficiary may require the issuance any title insurance endrsements t the Title Plicy in cnnectin with any subrdinatin that Beneficiary, in its judgment, determines are apprpriate, and Trustr will be in bligated t pay any cst r expense incurred in cnnectin with the issuance.. 9 in Sectin N Merger. 38

99 RECRDER MEM: This CPY is NT an FFICIAL RECRD. S lng as any the Indebtedness remains unpaid r Beneficiary has any further bligatin under the Lan Dcuments, unless Beneficiary therwise cnsents in writing, the fee estate Trustr in the Prperty r any part it will nt merge, by peratin law r therwise, with any leasehld r ther estate in the Prperty r any part it, but will always be kept separate and distinct, regardless the unin the fee estate and the leasehld r ther estate in Trustr r any ther Persn. Sectin Inspectin Prperty. Beneficiary is authrized by itself r its agents, emplyees, r wrkers, t enter at any reasnable time n prir written ntice t Trustr n any part the Prperty fr the purpse inspecting it, and fr the purpse perfrming any the acts it is authrized t perfrm under the terms this Deed Trust. Trustr agrees t cperate with Beneficiary t facilitate any inspectin. Sectin Perfrmance by Trustr. Trustr will faithfully perfrm every cvenant t be perfrmed by Trustr under any lien r encumbrance, including, withut limiting the generality this Deed Trust, mrtgages, deeds trust, leases, declaratins r cvenants, cnditins and restrictins, and ther agreements that affect the Prperty, in law r in equity, that Beneficiary reasnably believes may be prir and superir t r n a parity with the lien r charge this Deed Trust. A breach r a default under any lien r encumbrance that exists after any applicable grace perid in the pertinent instrument has expired withut that breach r default having been cured, will cnstitute an Event Default under this Deed Trust. If Trustr fails t d s, Beneficiary, withut demand r ntice and in its sle judgment, may d any things required by Trustr by any the prvisins in this Deed Trust and incur and pay expense in cnnectin with that. Nthing in this Sectin affects Trustr s bligatins pursuant t Sectins 5.2 and 5.3 this Deed Trust r limits Beneficiary s rights. Sectin Persnally Security Instruments. 2 c Trustr agrees that if Beneficiary at any time hlds additinal security fr any bligatins secured by this Deed Trust, it may enfrce the terms it r therwise realize n it, at its ptin, either befre r cncurrently r after a sale is made under this Deed Trust, and may apply the prceeds n the Indebtedness secured withut affecting the status r waiving any right t exhaust any ther security, including the security under this Deed Trust, and withut waiving any breach r default r any right r pwer, whether exercised under this Deed Trust r in any ther security. Sectin Suits t Prtect Prperty. Trustr agrees t appear in and defend any actin r prceeding purprting t a. affect the security this Deed Trust r any additinal r ther security fr the bligatins secured, the interest Beneficiary r the rights, pwers, r duties Trustee, and t pay all csts and expenses, including, withut limitatin, cst evidence title and attrneys fees, in any actin r prceeding in which Beneficiary H r Trustee may appear r be made a party, including, but nt limited t, freclsure r ther prceedings cmmenced by thse claiming a right t any part the Prperty under subrdinate liens, in any actin t partitin r cndemn all r part the LU Prperty, whether pursued t final judgment, and in any exercise the pwer sale in this Deed Trust, whether the sale is actually cnsummated. LU C LU 39

100 RECRDER MEM: This CPY is NT an FFICIAL RECRD. 41 Sectin Junir Liens. Trustr agrees: (a) that as the date this Deed Trust there are n encumbrances t secure debts junir t this Deed Trust; and (b) that there are t be nne as the date when this Deed Trust becmes recrd. Sectin 11.2 Further Advances. n the request Trustr r its permitted successrs in wnership the Land, Beneficiary may, at its ptin, at any time befre full payment the Indebtedness, make further advances t Trustr r the successrs in wnership, with interest and late charges t be secured by this Deed Trust. Kwever, the amunt principal secured by this Deed Trust and remaining unpaid, will nt at the time and including any advance exceed the riginal principal sum secured. Als, if Beneficiary, at its ptin, makes a further advance r advances, Trustr r the successrs in wnership agree t execute and deliver t Beneficiary a nte, payable n r befre the maturity the Indebtedness secured and bearing any ther terms that Beneficiary will require. Sectin Waiver Statute Limitatins. The pleading any statute limitatins as a defense t any bligatins secured by this Deed Trust is waived, t the fullest extent permissible by Law, I 3 w I Sectin Charges fr Statements. Trustr agrees t pay Beneficiary s reasnable charge, t the maximum amunt permitted by law, fr any statement regarding the bligatins secured by this Deed Trust requested by Trustr r n its behalf. Sectin Entire Agreement. This Deed Trust and the ther Lan Dcuments set frth the entire understanding between Trustr and Beneficiary and they will nt be amended except by a written instrument duly executed by each Trustr and Beneficiary. Any I previus representatins, warranties, agreements, and understandings amng the parties regarding the subject matter the Lan r the Lan Dcuments, whether written r ral, are superseded by this Deed Trust and the ther Lan Dcuments. t >- Sectin Incrpratin. z 3 All terms the Lan Dcuments are incrprated in this Deed Trust by this reference. All persns wh may have r acquire an interest in the Prperty will be deemed t have ntice the terms the Lan Dcuments and t have ntice, if prvided fr, that the rate interest n ne r mre bligatins may vary frm time t time. I U Sectin Waiver Marshaling Rights. 4 U I

101 RECRDER MEM: This CPY is NT an FFICIAL RECRD. Trustr, fr itself and fr all parties claiming thrugh r under Trustr, and fr all parties wh may acquire a lien n r interest in the Prperty, waives all rights t have the Prperty r any ther prperty that nw r later may be security fr any bligatin ( ther Prperty ) marshaled n any freclsure this Deed Trust r n a freclsure any ther security fr any the bligatins. Beneficiary will have the right t sell, and any curt in which freclsure prceedings may be brught will have the right t rder a sale, the Prperty and any the ther Prperty as a whle r in separate parcels, in any rder that Beneficiary may designate. Sectin Acceptance Trust; Pwers and Duties Trustee. Trustee accepts this trust when this Deed Trust is recrded. Frm time t time n written request Beneficiary and presentatin this Deed Trust fr endrsement, and withut affecting the persnal liability any persn fr payment any indebtedness r the perfrmance any bligatins, Trustee may, withut liability and withut ntice: (a) recnvey all r any part the Prperty; (b) cnsent t the making any map r plat; and (c) jin in any grant easement, any declaratin cvenants, cnditins, and restrictins, any extensin agreement, r any agreement subrdinating the lien r charge this Deed Trust. Except as may be required by applicable law, Trustee r Beneficiary may frm time t time apply t any curt cmpetent jurisdictin fr aid and directin in the executin the trust and the enfrcement the rights and remedies available, and may btain rders r decrees directing, cnfirming, r apprving acts in the executin the trust and the enfrcement the remedies. Trustee has n bligatin t ntify any party any pending sale r any actin r prceeding, including, withut limitatin, actins in which Trustr, Beneficiary, r Trustee will be a party, unless held r cmmenced and maintained by Trustee under this Deed Trust. Trustee will nt be bligated t perfrm any act required it under this Deed bf Trust unless the perfrmance the act is requested in writing and Trustee is reasnably indemnified and held harmless against any lss, cst, liability, r expense. Sectin Releases, Extensins, Mdificatins, and Additinal Security. C H z LU LU LU Withut ntice t r the cnsent, apprval, r agreement any persns r entities having any interest at any time in the Prperty r in any manner bligated under the bligatins ( Interested Parties ), Beneficiary may, frm time t time, release any persn r entity frm liability fr the payment r perfrmance any bligatin; take any actin r make any agreement extending the maturity r therwise altering the terms r increasing the amunt any bligatin; r accept additinal security r release the Prperty r ther security fr any bligatin. Nne these actins will release r reduce the persnal liability any the Interested Parties, r release r impair the lien this Deed Trust, r the pririty it n the Prperty. Hwever, n actin taken r agreement made by Beneficiary t extend the maturity r therwise alter the terms r increase the amunt any bligatin will be binding n Trustr withut Trustr s cnsent. Sectin Recnveyance. 41

102 RECRDER MEM: This CPY is NT an FFICIAL RECRD. Upn the payment and perfrmance all bligatins, including, withut limitatin, Beneficiary s receipt all sums wing and utstanding under the Nte, Beneficiary will deliver t Trustee a written request fr recnveyance, and will surrender t Trustee fr cancellatin this Deed Trust and any nte r instrument evidencing the bligatins. Hwever, Beneficiary will have n bligatin t deliver the written request and dcuments until Beneficiary has been paid by Trustr, in immediately available funds, all escrw, clsing, and recrding csts, the csts preparing and issuing the recnveyance, and any trustee s r recnveyance fees. n Trustee s receipt the written request by Beneficiary and the dcuments, Trustee will recnvey, withut warranty, the Prperty r that prtin then held. T the extent permitted by law, the recnveyance may describe the grantee as the persn r persns legally entitled and the recitals any matters r facts in any recnveyance will be cnclusive pr the tmthmness them. Neither Beneficiary nr Trustee will have any duty t determine the rights persns claiming t be rightful grantees any recnveyance. When the Prperty has been fully recnveyed, the last recnveyance will perate as a reassignment all future rents, issues, and prits the Prperty t the persn legally entitled. Sectin Subrgatin. Beneficiary will be subrgated t the lien all encumbrances, whether released recrd, paid in whle r in part by Beneficiary pursuant t this Deed Trust r by the prceeds any lan secured by this Deed Trust. Sectin 11.3 Rules Cnstructin. When the identity the parties r ther circumstances make it apprpriate, the singular number includes the plural. 3 w Sectin Successrs in Interest. The terms, cvenants, and cnditins in this Deed Trust will be binding n and inure t the benefit the heirs, successrs, and assigns the parties. Hwever, this sectin des nt waive the prvisins Sectin Sectin N ffset Trustr will pay t Beneficiary all amunts wing under the Nte, this Deed Trust, r any the ther bligatins withut deductin, fset, r cunterclaim any kind. Sectin Gverning Law. H LU The parties expressly agree that this Deed Trust (including, withut limitatin, all questins regarding permissive rates interest) will be gverned by and cnstrued in accrdance with the laws Califrnia and federal law, where applicable. In Witness Where, Trustr has executed this Deed Trust as the day and year first abve written. U U 42

103 freer MEM: This CPY is NT an FFICIAL RECRD. 1 TRUSTR: SAGEBRK [NVES limited liability By: Rbert Shapir, Manager [all-purpse acknwledgment aftached] a U -J C L L C C H z C >- C -C H U U U 43

104 @214 NatInal Ntary Assciatin US NTARY ( ) item #597 LU LU >- Cl) I. -J KRI$TINE n SThØ / l befre me, fti/1l Z#%?b a Cunty %.,4Aec State Califrnia dcumnt t which this certificate is attached, and nt the truthfulness, accuracy, r validity that dcument A ntajy public r ther ficer cmpleting Ihis certificate verifies nly the identity the individual wh signed the CADINflA ALL-P@ AW T CML CDE LU z CCU LL LU RECRDER MEM: This CPY is NT an FFICIAL RECRD. C ther: Trustee U Guardian r Cnservatr individual U Attrney in Fact Signer Is Representing: - Signer is. Representing: C ther: Trustee C Guardian r Cnservatr C individual C Attrney in Fact Partner C Limited C General Crprate fficer Title(s): Partner C Limited C General Crprate fficer Title(s): SIgner s Name: - Signer s Name: Capacityfies) Claimed by Signer(s) Number Pages: Signer(s) ther Than Named Abve: Titte r Type Dcument: 1iS7 1,9iIlW Dp7(4Sf Dcument Date: - Descriptin Attached Dcument Thugh this sectin is ptinal, cmpleting this infrmatin can deter alteratin the dcument r fraudulent teaftachment this frm t an unintended dcument. PTtNAL Place Ntary SelAbve Signa(y Ntary Public Signature Z ls Ançetcs Cunty - Ntary Public CaIIlmfa // WITNESS my han9nd ficial seal. is true and crrect. the State Califrnia that the freging paragraph I certify under PENALTY F PERJURY under the laws r the entity upn behalf which the persn(sacted, executed the instrument. hls/1e ffieir authrized capacity(e), and that by his/ewtheir slgnaturefe n the instrument the persn(s subscribed t the within instrument and acknwledged t me that he/ele ther executed the same in wh prved t ne n the basis satisfactry evidence t be the persn(e) whse name(e IS/efe Name(s) Signer(s) Date Here Insert Name and Title the fficer persnally appeared,th1if 2A4A

105 RECRDER MEM: This CPY is NT an FFICIAL RECRD. 111 EXHIBIT A Real prperty in the City Beverly Hills, Cunty Ls Angeles, State Califrnia, described as fllws: LT 21, AS SHWN N THAT CERTAIN MAP ENTITLED TRACT N 1311, WHiCH MAP WAS FILED [N THE FFICE F THE RECRDER F THE CUNTY F LS ANGELES, STATE F CALIFRNIA IN BK 28 F MAPS PAGE(S) 1 T 9. TGETHER WiTH THAT PRTIN F LAG VISTA DRIVE AS VACATED IN QU1TCLAIM DEED RECRDED CTBER 25, 24 AS INSTRUMENT N, F FFICiAL RECRDS AND DESCRIBED AS FLLWS: BEGINNING AT A PNT IN THE SUTHERLY LINE F LT 21 F TRACT N. 1311, IN THE CITY F BEVERLY HILLS, CUNTY F LS ANGELES, STATE F CALIFRNIA, STATE F CALIFRNIA, AS PER MAP RECRDED IN BK 28, PAGES 1 T 9 INCLUSIVE F MAPS, in THE FFiCE F IEEE CUNTY RECRDER F SAID CUNTY, AT NRTHERLY TERMINUS F A LINE BEARING NRTH 22 3 WEST FEET; THENCE NRTH WEST 8.44 FEET T A CURVE CNCAVE SUTHERLY AND HAViNG A RADIUS F 7,48 FEET THRUGH A CENTRAL ANGLE F , THENCE EASTERLY ALNG SAID CURVE FEET, THENCE SUTH EAST 8.32 FEET T THE BEGINNING F A NN- TANGENT CURVE CNCAVE EASTERLY AND HAVING A RADIUS F FEET THRUGH A CENTRAL ANGLE F , A RADIAL LiNE T SAID CURVE BEARS NRTH EAST, THENCE SUTHERLY ALNG SAID CURVE FEET T A PINT IN THE WESTERLY LINE F SAD LT 21, SAID PNT BEING THE SUThWESTERLY TERMINUS F A CURVE HAVING A LENGTH F FEET AND A RADIUS F FEET, THENCE NRTHERLY, EASTERLY, SUTHERLY AND WESTERLY ALNG IEEE BUNDARY F SAD LT 21 T PiNT F BEGINNING. 2 IL IL C Ca H z - -C H a w APN: AKA: Lag Vista Dr., Beverly Hills, CA Lu Lu 44