Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
SDP 2022-0018; 725 ARBUCKLE; Site Development Plan (SDP)
(.__ City of Carlsbad LAND USE REVIEW APPLICATION P-1 Development Services Planning Division 1635 Faraday Avenue (442) 339-2610 www.carlsbadca.gov APPLICATIONS APPLIED' FOR: (CHECK BOXES) Development Permits (FOR DEPT. USE ONLY) Legislative Peqn{ts Coastal Development Permit Condltional Use Permit D Minor D Extension 0 Day Care (La,ge) 0 Minor D Environmental Impact Assessment D Habitat Management Permit 0 Hillside Development Pennlt D Minor D Minor D Nonconforming Construction Perm~ lanned Development Pennit ~M'l.ior D Residential D Non-Residential Planning Commission Determination Reasonable Accommodation Site Development Plan D Special Use Permit D Tentative Parcel Map (Minor Subdivision) 0 Tentative Tract Map (Major Subdivision) D Variance D Minor ~1,1.-001~ D General Plan Amendment D Local Coastal Program Amendment 0 Master Plan D Amendment 0 Specific Plan D Zone Change □Amendment D Zone Code Amendment South Carlsbad Coastal Review Area Permits D Review Pennlt D Administrative D Minor D Major Village Review Area Penn{ts D Review Pennit 0 Administrative D Minor D Major (FOR DEPT. USE ONLY) E NOTE: A PROPOSED PROJECT REQUIRING APPLICATION SUBMITTAL MUST BE SUBMITTED BY APPOINTMENT". PLEASE CALL 442439•.21100 TO MAKE AN APPOINTMENT. 'SAME DAY APPOINTMENTS ARE NOT AVAILABLE ASSESSOR PARCEL NO(S): 203-110-20-00 =-:.:.;:-=::=c=:=:,-------,,----,--,,-----,----=-c-c==--------------L O CA Tl ON OF PROJECT: 725 Arbuckle Place, Carlsbad, CA 92008 NAME OF PROJECT: BRIEF DESCRlPTJON OF PROJECT: PROJECT VALUE (SITE IMPROVEMENTS) FOR CITY USE ONLY (STREET ADDRESS) Centered Ground: Mixed-Use Wellness Center 3-Story mixed-lise center consisting of 1 single-family unit, an ADU, a JAOU, ancl a comm. unit $1,500,000.00 ESTIMATED COMPLETION DATE 11/01/2024 Development No. OE~2011 ·011'f Lead Case No. SpQ'!.011-00\i P-1 Page 1 of 6 Revised 3122 (_ City of Carlsbad PROJECT DESCRIPTION P-1(8) PROJECT NAME: Centered Ground: Mixed-Use APPLICANT NAME: Todd Kuhlman, Kuhlman Scott Architecture De11elo1tmen (Services Planning Division 1635 Faraday Avenue (442) 339-2610 www.carlsbadca.gov Please describe fully the proposed project by application type. Include any details necessary to adequately explain the scope and/or operation of the proposed project. You may also include any background information and supporting statements regarding the reasons for, or appropriateness of, the application. Use an addendum sheet if necessary. Description/Explanation: Minor Site Development Permit: 3-Story mixed-use center consisting of 1 single-family unit, an ADU, a JADU, and a commercial unit. '·-,!' ., •. ZZOZ L z JJCI P-1(8) Page 1 of 1 Revised 3122 i.------------- ('city of Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (442) 339-2610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, in this and any other county, city and county, city municipa~ty, district or other political subdivision or any other group or combination acting as a unit.• Agents may sign this document; however, the legal name and entity of th& applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. lf the applicant includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person Todd Kuhlman Corp/Part Kuhlman Scott Architecture Title __ A_rc_h_it_e_ct_, _o_w_n_er_·s_R_•~P __ _ Title ___ N_IA __________ _ Address 607 N Vulcan Ave #4, Encinitas, CA Address __ N_iA __________ _ 2. OWNER (Not the owner's agent) P-1(A) Provide the COMPLETE, LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profil corporation, etc.). If the ownership includes a corporation or partnership. include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly.owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person Angela Klein Title_~P~r~o~pe~rty~O_w~n•~'----- Address 2683 State Street Carlsbad, CA 92008 Corp/Part HHA Development LLC Title ___ N~lccAc_ ________ _ Address_~N~IA~--------- Page 1 of 2 Revised 3122 / 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit oraanizalklo or a trust. list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non ProfiVTrust NIA Non ProfiVTrust. ________ _ Title __________ _ Title ____________ _ Address __________ _ Address ___________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes [xJ No If yes, please indicate person(s): __________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct to the best of my knowtedge. Sigre of owner/date 11/t.-l/.u... "7ll~~ 11,12,22 SignatlJr¥.pplicant/date Angela Klein Print or type name of owner Todd Kuhlman, Kuhlman Scott Architectue Print or type name of applicant 11/12/22 ure of owner/applicant's agent if applicable/date Cody Burke, Encinitas Design Group Pnnt or type name of ownerfapplicant's agent P•1(A) Page 2 of 2 Revised 3122 I lllllll lllll 11111111111111111111111111 It" 111111 1111111111111111111111 :·~ lllll 11111111111111111111111111111111111111 202252719713 STATE OF CALIFORNIA For Office use Only Office of the Secretary of State ARTICLES OF ORGANIZATION -FILED- CA LIMITED LIABILITY COMPANY California Secretary of State File No . 202252719713 1500 11th Street Date Filed: 101512022 Sacramento, California 95814 (916) 653-3516 limited Liab1l1ty Company Name Limited liability Company Name HHA Development LLC lntt,al Street Address o! Pr1nc1pal Office of LLC Principal Address 2683 STATE STREET CARLSBAD, CA 92008-1627 lnrt1al Mailing Address of LLC Mailing Address 2683 STATE STREET CARLSBAD, CA 92008-1627 Attentioo Agent tor Service of Process Agent Name Angela Klein Agent Address 2683 STATE STREET CARLSBAD, CA 92008-1627 Purpose Staternem The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. Management Structure The LLC will be managed by One Manager Additional information and signatures set forth on attached pages, it any, are incorporated herein by reference and made part of this filing. Electronic Signature 181 By signing, l affirm under penalty of perjury that the infonnation herein is true and correct and that I am authorized by California law to sign. Jeffrey Klein 10/0512022 Organizer Signature Date OCT l l 2~'13 en rt • rt ro Page 1 of 1 , ... IRS DEPARTMENT OF THE 'TREASURY ft/i!J INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 HHA DEVELOPMENT LLC ANGELA KLEIN SOLE MBR 2683 STATE ST CARLSBAD, CA 92008 Date of this notice: 10-11-2022 Employer Identification Number: 92-0645227 Form: SS-4 Number of this notice: CP 575 G For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION N1JMBER Thank you for applying for an Employer Identification Number (EIK). We assigned you EIN 92-0645227. This EIN will identify you, your business accoucts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. Taxpayers request an EIN for their business. Some taxpayers receive CP575 notices when another person has stolen their identity and are opening a business using their information. If you did not apply for this EIN, p:ease contact us at the phone number or address listed on the top of this not~ce. When filing tax documents, making pa-yments, or replying to any related correspondence, it is very important that you use yo·J.r EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear-off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must t~mely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. (IRS USE ONLY) 575G 10-11-2022 HHAD O 9999999999 SS-4 IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. • Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. • • Refer to this EIN on your tax-related correspondence and documents . Provide future officers of your organization with a copy of this notice . Your name control associated with this EIN is HHAD. You will need to provide this information along with your EIN, if you file your returns electronically. Safeguard your EIN by referring to Publication 4557, Safeguarding Taxpayer Data: A Guide for Your Business. You can get any of the forms or publications mentioned in this letter by visiting our website at www.irs.gov/forms-pubs or by calling 800-TAX-FORM (800-829-3676) If you have questions about your EIN, you can contact us at the phone number or address listed at the top of this notice. If you write, please tear off the stub at the bottom of this notice and include it with your letter. Thank you for yo'.lr cooperation. Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your accoi..;nt. Please correct any errors in your name or address. CP 575 G 9999999999 Your ( Telephone I Number Best Time to Call INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 l,l .. l,l,l,l,lul,lul,l,,ll, .. ll,111,l,l,111,1,1111 DATE OF THIS NOTICE: 10-11-2022 EMPLOYER IDENTIFICATION NUMBER: FORM: SS-4 NOBOD HHA DEVELOPMENT ANGELA KLEIN SOLE MER 2683 STATE ST CARLSBAD, CA 92008 92-0645227 ( City of Carlsbad HAZARDOUS WASTE AND SUBSTANCES STATEMENT P-1(C) Development Services Planning Division 1635 Faraday Avenue (442) 339-2610 www.carlsbadca.gov Consultation of Lists of Sites Related to Hazardous Wastes {Certification of Compliance with Government Code Section 65962.5) Pursuant to State of California Government Code Section 65962.5, I have consulted the Hazardous Waste and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that (check one): fi] The development project and any alternatives proposed in this application are not contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. D The development project and any alternatives proposed in this application m contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT Name: Todd Kuhlman Address: 607 N Vulcan Ave #4 Encinitas, CA 92024 Phone Number: (760\704-81111 PROPERTY OWNER Name: Angela Klein HHA Development LLC Address: 2683 State Street Carlsbad, CA 92008 Phone Number: {760}814-9379 Address of Site: 725 Arbuckle Place, Carlsbad. CA 92008 Local Agency (City and County): City of Carlsbad & County of San Diego Assessor's book, page, and parcel number: TR 1722 LOT 47, APN 203-110-20-00 Specify list(s): ___________________________ _ Regulatory Identification Number: _______________________ _ Applicant Signat~ t2' ,/4_ ;("&,.,_.; I I /I~ /,12. Propefti&ner Signature/Date The Hazardous Waste and Substances Sites List (Cortese List) is used by the State, local agencies and developers to comply with the California Environmental Quality Act requirements in providing information about the location of hazardous materials release sites. P-1(C) Page 1 of2 Revised 3/22 ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) DateFiled: 10/1,/z,,z.;~ (TobecompletedbyCity) Application Number(s): SOP 2022-0018 (DEV2022-0229) General Information 1. Name of project: Centered Ground: Mixed-Use Wellness Center 2. Name of developer or project sponsor: HHA Development LLC, Angela Klein Address: 725 Arbuckle Place City, State, Zip Code: _:C_:a_:rl=sb::a:_:dc_, -=Cc:A_:9:::2:::0.:.08:.._ ________________ _ Phone Number: _,l.:.7::.60:.,):::8.:.14.:.·.::93::.7_:9:__ ____________________ _ 3. Todd Kuhlman Name of person to be contacted concerning this project: _____________ _ Address: 607 N. Vulcan Ave #4 City, State, Zip Code: _E_n_c_in.:.,t.:.a.:.s.:., C.:.A.:..:.9_2.:.0_2_4 __________________ _ Phone Number: _,l:_76:::0:.c)7:_0:_4:..·8,,_1,_1_:1 _____________________ _ 4. Address of Project: 725 Arbuckle Place, Carlsbad, CA 92008 Assessor's Paree! Number: .:.2:::0::3:..·.:.11.:.0:_·.::0::2·-=0:.:0 __________________ _ 5. List and describe any other related permits and other public approvals required for this project, including those required by city, regional, state and federal agencies: Minor Site Development Permit, Coastal Development Permit, & Building Permit. 6. V-B Existing General Plan Land Use Designation: _________________ _ 7. Existing zoning district: __:V.:.IL:::L:::A.:.G=E..cBc.A.cR.:.R..::.:IO:__ _________________ _ 8. Existing land use(s): _S_I_N_G_L_E_-F_A_M_I_L_Y_R_E_S_. ________________ _ 9. Proposed use of site (Project for which this form is filed): .J\M'!ll,,X,aEJ.D>c-Uu.;:,S1:E ________ _ Project Description 10. 11. 12: 13. 14. P-1(0) Site size: 5 025 SF 5,276 SF Proposed Building square footage: _____________________ _ Number of floors of construction: 23 _____________________ _ Amount of off-street parking provided: 02-__ __________________ _ Associated projects: ..c,N"'/A,_ ________________________ _ Page 2 of4 Revised 3122 15. If residential, include the number of units and schedule of unit sizes: ---------~ SINGLE-FAM RES: 2,020 SF ADU: 716 SF JADU: 497 SF 16. If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: _____________________ _ GENERAL BUSINESS -OFFICE: 1 533 SF 17. If industrial, indicate type, estimated employment per shift, and loading facilities: _____ _ NIA 18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy, !oading facilities, and community benefits to be derived from the project: ________ _ NIA 19. If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: ____________________ _ N/A P-1(□) Page 3 of4 Revised 3/22 Are the following items applicable to the project or its effects? Discuss all items checked yes (attach additional sheets as necessary). 20. Change in existing features of any bays, tidelands, beaches, or hills, or substantial alteration of ground contours. 21. Change in scenic views or vistas from existing residential areas or public lands or roads. 22. Change in pattern, scale or character of general area of project. 23. Significant amounts of solid waste or litter. 24. Change in dust, ash, smoke, fumes or odors in vicinity. 25. Change in ocean, bay, lake, stream or ground water quality or quantity, or alteration of existing drainage patterns. 26. Substantial change in existing noise or vibration levels in the vicinity. 27. Site on filled land or on slope of 10 percent or more. 28. Use of disposal of potentially hazardous materials, such as toxic substances, flammables or explosives. 29. Substantial change in demand for municipal services (police, fire, water, sewage, etc.). 30. Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.). 31. Relationship to a larger project or series of projects. Environmental Setting Attach sheets that include a response to the following questions: Yes No □ /XI □ !jjl □ /XI □ ii □ ~ □ ii □ l!!I □ !jjl □ ii □ Ill □ ~ □ 1111 32. Describe the project site as it exists before the project, including information on topography, soil stability, plants and animals, and any cultural, historical or scenic aspects. Describe any existing structures on the site, and the use of the structures. Attach photographs of the site. Snapshots or Polaroid photos will be accepted. 33. Describe the surrounding properties, including information on plants and animals and any cultural, historical or scenic aspects. Indicate the type of land use (residential, commercial, etc.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height, frontage, set-back, rear yard, etc.). Attach photographs of the vicinity. Snapshots or polaroid photos will be accepted. Certification I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, an t the facts, statements, and information presented are true and correct to the best of my kn ed n lief. I Date: 11 /9/22 For: Todd Kuhlman. Encinitas Design Group P-1(0) Page 4 of 4 Revised 3/22 ~encinitas ~/ DESIGN GROUP Environmental Setting: 32. The site sits on Arbuckle Place between Madison Street & Jefferson Street in the Village Barrio district. between a single family residence and a 2-story commercial office complex . The site is relatively flat on stable soil. The site currently houses an existing single-family residence with detached garage and detached guest house. There are no relevant plant, animal, cultural , historical, or scenic aspects to the property. 33. The property to the southwest is a dirt lot, currently used to park cars and trailers. To the south is a multi-family apartment building. To the east is a multi-tenant 2-story commercial office building with large surface parking lot. Across Arbuckle Place to the north sits a combination of single and multi-family residential properties. Larger 2 and 3-story residential and commercial properties can be seen from the site. The neighboring buildings are urban infill, with no common architectural language or style. The buildings appear to align with the front yard setback along Arbuckle Place, and with setbacks in general. Neighbors are a combination of one and two story buildings, with larger 2 and 3-story residential and commercial properties in the distance. The sites are a combination of landscaping, gravel, dirt, paving and residential landscaping, with surface parking. ENCINITAS DESIGN GROUP I 607 N. VULCAN AVE #4, ENCINITAS, CA 92024 I 760.704.8111 I ENCINITASDESIGNGROUP •. COM 715 Arbuckle Place: 2738 Madison Ave: ENCINITAS DESIGN GROUP I 607 N. VULCAN AVE #4, ENCINITAS, CA 92024 I 760.704.8111 I ENCINITASDESIGNGROUP.COM 722 Arbuckle Place: 752 Arbuckle Place: ENCINITAS DESIGN GROUP I 607 N. VULCAN AVE #4, ENCINITAS, CA 92024 I 760.704.8111 I ENCINITASDESIGNGROUP.COM 2753 Jefferson Ave: 2777 Jefferson Ave: ENCINITAS DESIGN GROUP I 607 N. VULCAN AVE #4, ENCINITAS, CA 92024 I 760.704.8111 I ENCINITASDESIGNGROUP.COM ENCINITAS DESIGN GROUP I 607 N. VULCAN AVE #4, ENCINITAS, CA 92024 I 760.704.8111 I ENCINITASDESIGNGROUP.COM ( City of Carlsbad TIME LIMITS ON DISCRETIONARY PROJECTS P-1(E) PLEASE NOTE: Development Services Planning Division 1635 Faraday Avenue (442) 339-2610 www.carlsbadca.gov Time limits on the processing of discretionary projects established by state law do not start untfl a project application is deemed complete by the City. The City has 30 calendar days from the date of application submittal to determine whether an application is complete or incomplete. Within 30 days of submittal of this application you will receive a letter stating whether this application is complete or incomplete. lf it is incomplete, the letter will state what is needed to make this application complete. When the application is complete, the processing period will start upon the date of the completion letter. If you have any questions regarding application submittal requirements (i.e., clarification regarding a specific requirem nt or whether all requirements are necessary for your particular application) please call ( ~9-2610. Applicant Signature: Staff Signature: 10/, 1 /.z,o 2, '3 r • Date: To be stapled with receipt to the application OCT i l ,nJ P-1(E) Page 1 of 1 Revised 3122 Development Services Planning Division 1635 Faraday Avenue (442) 339-2610 www.carlsbadca.gov PURPOSE CLIMATE ACTION PLAN CONSISTENCY CHECKLIST P-30 ( City of Carlsbad In September 2015, the City of Carlsbad adopted a Climate Action Plan (CAP) that outlines actions that the city will undertake to achieve its proportional share of state greenhouse gas (GHG) emissions reductions. This checklist contains measures that are required to be implemented on a project-by-project basis to ensure that the specified emissions targets identified in the Climate Action Plan (CAP) are achieved. Implementation of these measures will ensure that new development is consistent with the CAP's assumption for relevant CAP strategies toward achieving the identified greenhouse gas (GHG) reduction targets. Jn this manner, a project's incremental contribution to a cumulative GHG emissions effect may be determined not to be cumulatively considerable if it complies with the requirements of the CAP, in accordance with CEQA Guidelines Sections 15064(h)(3), 1513D(d), and 15183(b).* *City staff are currently not assessing the greenhouse gas impacts of California Environmental Quality Act projects by using the Climate Action Plan as a qualified GHG reduction plan under CEQA section 15183.5(b). Please consult with the Planning Department for further guidance. Additional information may be found on the Climate Action Plan Update and Vehicle Miles Traveled calculations staff report. This checklist is intended to assist project applicants in identifying CAP ordinance requirements and demonstrate how their project fulfills those requirements. This checklist is to be completed and included in applications for new development projects that require discretionary review. The specific applicable requirements outlined in the checklist shall be required as conditions of project approval for CAP compliant projects with streamlined GHG emissions assessments. This checklist {i.e. Form P-30) is complementary to the checklist provided in Form 8-50, which is specific to building permits and required for building permit applications. APPLICATION SUBMITTAL REQUIREMENTS • The completed checklist must be included in the project submittal package or building permit application. Application submittal procedures can be found on the City of Carlsbad website. This checklist is designed to assist the applicant in identifying the minimum CAP-related requirements specific to their project. However, it may be necessary to supplement the completed checklist with supporting materials, calculations or certifications, to demonstrate full compliance with CAP requirements. For example, projects that propose or require a performance approach to comply with energy-related measures will need to attach to this checklist separate calculations and documentation as specified by the ordinances. • If an item in the checklist is deemed to be not applicable to a project, or is less than the minimum required by ordinance, an explanation must be provided to the satisfaction of the Planning Division or building official. • The requirements in the checklist will be included in the project's conditions of approval or issuance of building permit. • Details on CAP ordinance requirements are available on the city's website. QC1 P-30 Page 1 of 7 "R:eVised 6/22 Cit y of Carlsbad Climate Action Plan Consist ency Checklist STEP 1: LAND USE CONSISTENCY The first step in determining CAP consistency for discretionary development is to assess the project's consistency with the growth projections used in the development of the CAP. This section allows the city to determine a project's consistency with the land use assumptions used in the CAP. Projects found not to be consistent with the CAP's land use assumptions and that are projected to emit at or above the CAP screening threshold of 900 metric tons of CO2 equivalent (MTCO2e) GHG will be subject to a project-specific analysis of GHG emissions' impact on the environment in accordance with the requirements of the California Environmental Quality Act (CEQA). This may result in GHG-reducing mitigation measures applied as a condition of project approval in addition to compliance with the CAP ordinance requirements identified in Step 2 of this checklist. Land Use Consistency Checklist Item (Check the appropriate box and provide an expl'anation and supporting documentation for your answer) A, Is the proposed project consistent with the existing General Plan land use and specific/master plan or zoning designations? OR, If the proposed project is not consistent with the existing land use plan and zoning designations, does the project include a land use plan and/or specific plan, master plan or zoning designation amendment that would result in an equivalent or less GHG-intensive project when compared to the existing designations? Yes No □ If "Yer', proceed to Step 2 of the checklist. For the second option under Question A above, provide estimated project-related GHG emissions under both existing and proposed designation(s) for comparison. GHG emissions must be estimated in accordance with the City of Carlsbad Guidance to Demonstrating Consistency with the Climate Action Plan. If "No", proceed to Question B. B. The CAP established a screening threshold of 900 MTCO1e/year for new development projects to assist in determining consistency with the CAP. The types and sizes of typical projects listed below have been determined to correspond to the CAP screening threshold. Will the proposed land use change result in the construction of less than any one of the following? • Single-Family Housing: 50 dwelling units • Multi-Family Housing: 70 dwelling units • Office: 3S,000 square feet • Retail Store: 11,000 square feet • Grocery Store: 6,300 square feet • Other: If the proposed project is not one of the above types, provide a project-specific GHG emissions analysis to determine whether it is below the 900 MTCOie/year screening threshold. If "Yes', proceed to Step 2 of the checklist. □ □ If "No", the project's GHG impact is potentially significant and must be analyzed in accordance with CEQA. Applicant must prepare a Self-developed GHG emissions reduction program in accordance with the City of Carlsbad Guidance to Demonstrating Consistency with the Climate Action Plan to demonstrate how it would offset the increase in emissions over the existing designations. The project must incorporate each of the applicable measures identified in Step 2 to mitigate cumulative GHG emissions impacts unless the decision makerfinds that a measure is infeasible in accordance with California Environmental Quality Act Guidelines Section 15091. Mitigation in lieu of or in addition to the measures in Step 2 may be required, depending on the results of the project-specific GHG impact analysis. Proceed and complete a project-specific Self-developed GHG emissions reduction program and Step 2 of the Checklist. I P-30 Page 2 of 7 Revised 06/22 City of Carlsbad Climate Action Plan Consistency Checklist STEP 2: CAP ORDINANCE COMPLIANCE REQUIREMENTS Completion of this checklist will document a project's compliance with CAP ordinances, and in t urn, demonstrate consistency with the applicable measures and actions of the CAP. The compliance requirements in this Step 2 apply to development projects that require a building permit. All other development projects shall implement all emissions-related mitigation measures from the General Plan Updat e EIR. [ Project No./Name: Property Address/APN: Applicant Name/Co.: Applicant Address: Contact Phone: Appllcatlon Information Centered Ground Mixed-Use Wellness Ceneter 725 Arbuckle Place, Carlsbad, CA 92008 I 203-110-02-00 Angela Klein 2683 State Street, Carlsbad, CA 92008 (760)814-9379 Contact Email: Contact information of person completing this checklist (if different than above): Name: Company name/address: Todd Kuhlman Contact Phone: Kuhlman Scott Architecture Contact Email: 607 N Vulcan Ave #4, Encinitas, CA 92024 centeredground@gmail.com (760)704-8111 todd@kuhlmanscott.com Use the table below to determine which sections of the Ordinance Compliance checklist are applicable to your project. If your project includes alterations or additions to an existing building, please contact the Carlsbad Building Division for assistance in estimating building permit valuation, by phone at 760-602-2719 or by email at building@carlsbadca.gov. Estimated Building Permit Valuation (BPV): $--'-1i.::5=0-=-0i.::O=0-=-0 _____ _ Construdlon Twe I CompleleSedlon(s) I Nalas: [!] Residential IXl New construction I 2A, 3A and 4A I D Alterations: D BPV < $60,000 N/A All residential alterations D BPV i!: $60,000 lA and 4A 1-2 family dwellings and townhouses with attached D Electrical service panel upgrade 4A garages only Multi-family dwellings only where interior finishes are D BPV e!: $200,000 lA and 4A removed and significant site work and upgrades to structural and mechanical, electrical, and/or plumbing systems are proposed I [!] Nonresidential ~ New construction 18, 28, 38, 48 and 5 D Alterations: P-30 Page 3 of 7 Revised 06/22 ! City of Carlsbad Climate Action Plan Consistency Checklist □ BPV ~ $200,000 or additions !!: 1B, 5 1,000 square feet □ BPV !!: $1,000,000 1B, 28 and S Building alterations of~ 75% existing gross floor area □ ~ 2,000 sq. ft. new roof addition 28 and 5 1B also applies if BPV !!: $200,000 CAP Ordinance COmpllance a.ldlstllltll Check the appn,priate boxes, explain all not applicable and exception Items. and provide supporUng calculatfons and documentation as necessary. 1.EneflYEfflclwy Please refer to Carlsbad Ordinance No. CS-347 and the California Green Building Standards Code (CALGreen) for more information when completing this section. A. 0 Residential addition or alteration.? $60,000 building permit valuation. See Ord. CS-347, Section 8. Vear Built Single-family Requirements □ Before 1978 Select one: □ Duct sealing □ Attic insulation □ Cool roof □ 1978 and later Select one: □ Lighting package D Water heating package □ Between 1978 and 1990 D 1991 and later B. 0 Nonresidential* new construction or alterations.? $200,000 building permit valuation, or additions ~ 1,000 square feet. See CALGreen Appendix AS, Discussion AS.2, as amended in CS-347, Section 3. AS.203.1.1.1 ~ Outdoor lighting: .90 Allowed Outdoor Lighting Power AS.203.1.1.2 D Restaurant service water heating (comply with California Energy Code Section 140.5, as amended) AS.203.1.2.1 Choose one as applicable: □ .95 Energy budget 5il .90 Energy budget AS.211.1. •• ~ On-site renewable energy AS.211.3** !iii Green power (if offered by local utility provider, 50% minimum renewable sources) AS.212.1 @ Elevators and escalators AS.213.1 ti(! Steel framin P-30 Page 4 of 7 □ N/A _________ _ □ Exception: Home energy score.? 7 (attach certification) Multi-family Requirements □ Attic insulation Select one: □ Attic insulation □ Duct Sealing Select one: 0 Cool roof □ Lighting package □ Water heating package 0 N/A _________ _ □ N/A [lf N/A □ N/A □ NIA □ N/A □ N/A Revised 06/22 City of Carlsbad Climate Action Plan Consistency Checklist D N/A * Includes hotels/motels and high-rise residential buildings ** For alterations~ $1,000,000 BPVand affecting> 75% existing gross floor area, or alterations that add 2,000 square feet of new roof addition: comply with California Energy Code section 120.10 instead. A. 0 Residential new construction (for building permit appli.catlons submitted after 1/1/20). Refer to 2019 California Energy Code section 150.l(c) 14 for requirements. Note: if project includes installation of an electric heat pump water heater pursuant to Carlsbad ordinance CS-348, increase system size by .3kWdc if PV offset option is selected. Floor Plan ID (use additional CFA #d.u. Calculated kWdc* sheets if necessary) A3.00 -A3.01 3,217 SF 3 8.64kW Total System Size: 8.64 kWdc = (CFAx.572) / 1,000 + (1.15 x #d.u.) *Formula calculation where CFA = conditional floor area, #du= number of dwellings per plan type If proposed system size is less than calculated size, please explain. Exception D D D D kWdc B. Ii] Nonresidential new construction or alterations ~$1,000,000 BPV and affecting ~75% existing floor area, or addition that increases roof area by ~2,000 square feet. Please refer to Carlsbad Ordinance CS-347, Section 6 when completing this section. Choose one of the following methods: I[) Gross Floor Area (GFA) Method GFA: 1,533 SF Min. System Size: 5kW kWdc Ki If< 10,000s.f. Enter: 5 kWdc □If ~ 10,000s.f. calculate: 15 kW de x (GFA/10,000) ** **Round building size factor to nearest tenth, and round system size to nearest whole number. D Time• Dependent Valuation Method Annual TDV Energy use:*"* x .80= Min. system size: ____ kWdc ***Attach calculation documentation using modeling software approved by the California Energy Commission. P-30 Page 5 of 7 Revised 06/22 City of Carlsbad Climate Action Plan Consistency Checklist J 3.WaterHeadni A. ~ Residential and hotel/motel new construction Please refer to Carlsbad Ordinance CS-347 and CS-348 when completing this section. Ciil For systems serving individual dwelling units choose one: ~ Heat pump water heater AND compact hot water distribution AND drain water heat recovery (low-rise residential only) D Heat pump water heater AND PV system .3 kWdc larger than required in CA Energy Code Section 120.10 (for high rise residential hotel/motel) or 150.l(c) 14 (for low-rise residential) D Heat pump water heater meeting Tier 3 or higher NEEA Advanced Water Heating Specification D Solar water heating system that is either .60 solar savings fraction or 40 s.f. solar collectors D Exception: □ For systems serving multiple dwelling units, install a central water-heating system with all of the following: D Gas or propane water heating system □ Recirculation system per CS-347 (high-rise residential, hotel/motel) or CS-348 (low-rise residential) D Solar water heating system that is either: D .20 solar savings fraction D .15 solar savings fraction, plus drain water heat recovery D Exception: B. Ii] Nonresidential new construction Please refer to Carlsbad Ordinance CS-347 when completing this section. D Water heating system derives at least 40% of its energy from one of the following (attach documentation): D Solar-thermal D Photovoltaics D Recovered energy 5'l Water heating system is (choose one): D Heat pump water heater Iii Electric resistance water heater(s) D Solar water heating system with .40 solar savings fraction D Exception: I 4. E1ectrlc Vehlde a.. A. 0 Residential New construction and major alterations* Please refer to Carlsbad Ordinance CS-349 when completing this section. lil One and two-family residential dwelling or townhouse with attached garage: 5'l One EVSE ready parking space required D Exception : □ Multi-family residential· D Exception • Total Parking Spaces EVSE Spaces Proposed Capable I Ready I calculations: Total EVSE spaces= .10 xTotal parking (rounded up to nearest whole number) EVSE Installed= Total EVSE Spaces x .50 (rounded up to nearest whole number) EVSE other= Total EVSE spaces-EVSE Installed (EVSE other may be "Capable," "Ready" or "Installed.") Installed I I Total P-30 Page 6 of 7 Revised 06/22 City of Carlsbad Climate Action Plan Consistency Checklist *Major alterations are: (1) for one and two-family dwellings and townhouses with attached garages, alterations have a building permit valuation ~ $60,000 or include an electrical service panel upgrade; (2) for multifamily dwellings (three units or more without attached garages), alterations have a building permit valuation~ $200,000, interior finishes are removed and significant site work and upgrades to structural and mechanical, electrical, and/or plumbing systems are proposed. B 0 Nonresidential new construction (includes hotels/motels) 00 Exception • No parking required per AB 2097 Total Parking Spaces EVSE Soaces Proposed Capable Ready Installed Total 0 0 0 0 Calculation· Refer to the table below· Total Number of Parkin£ Spaces orovided Number of required EV Spaces Number of required EVSE Installed Spaces ~ 0-9 1 1 □ 10-25 2 1 □ 26-50 4 2 □ 51-75 6 3 □ 76-100 9 5 □ 101-150 12 6 □ 151-200 17 9 □ 201 and over 10 percent of total SO percent of Reauired EV Spaces I s. oo rr.llpCll'talfGII .,.....,.. ., • ..-(TOM) A. List each proposed nonresidential use and gross floor area (GFA) allocated to each use. B. Employee ADT /1,000 square feet is selected from the City of Carlsbad Employee AOTT able. Use GFA Employee AOT/1,000 S.F. Total Employee AOT Commercial Office 1,533 SF 1,533 X13/1,000 19.93 Total 19.93 If total employee AOT is greater than or equal to 110 employee AOT, a TDM plan is required. *NOTE: Notwithstanding the 110 employee ADT threshold above, General Plan Mobility Element Policy 3-P.ll requires new development that adds vehicle traffic to vehicle LOS-exempt street facilities to implement TOM and transportation system management strategies. Please consult with City of Carlsbad Land Development Engineering (LOE) staff to determine whether this policy applies to your project. TOM plan required: Yes D No Kl LOE Staff Verification: 0 _____ (staff initials) P-30 Page 7 of 7 Revised 06/22 CONDITION OF TITLE Guarantee Number: Issued By: @CHICAGO TITLE rNSURANCE COMPANY 73722008565 SUBJECT TO THE EXCLUSIONS FROM COVERAGE, AND THE GUARANTEE CONDITIONS ATTACHED HERETO AND MADE A PART OF THIS GUARANTEE, CHICAGO TITLE INSURANCE COMPANY a corporation, herein called the Company GUARANTEES the Assured named in Schedule A of this Guarantee against loss or damage not exceeding the Amount of Liability stated in Schedule A sustained by the Assured by reason of any incorrectness in the Assurances set forth in Schedule A. Chicago Title Company 2365 Northside Drive, Suite 600 San Diego, CA 92108 Countersigned By: Brian Olenik Authorized Officer or Agent Cond11ian of Title Guarantee CL TA Guarantee Form No. 28 (06/05/2014) Page 1 Chicago Title Insurance Company By: Attest: Michael J. Nolan, President Marjorie Nemzura, Secretary Printed: 12.22.22@04·44 PM CA-CT •FWD0-02180, 055820-SPS-1-22-73722008565 CHICAGO TITLE INSURANCE COMPANY - Amount of l.iol>ility $5.000.00 1.SSUING OFFICE: Title Officer: Sheila Hollander Chicago Title Company 2365 Northside Drive, Suite 600 San Diego, CA 92108 Fax: 619-785-3383 Main Phone: (619)521-3500 Emait• Sheila.Hollander@ctt.com SCHEDULE A . Foe $ Date of Guarantee: December 21, 2022 at 08:00 AM 1. Name of Assured: HHA Development LLC, a California limited company 2. The estate or interest in the Land which is covered by this Guarantee is: Fee 3. The Land referred to in this Guarantee is described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF 4. ASSURANCES According to the Public Records as of the Date of Guarantee, a. Title to the estate or interest in the Land is vested in: HHA Development LLC, a California limited company GUARANTEE NO. 73722008565 .Title C)ffjeer Sheila Hollander b. Title to the estate or interest is subject to defects, liens or encumbrances shown in Schedule B which are not necessarily shown in the order of their priority. Condition of Title Guarantee CL TA Guarantee Form No. 28 (06105/2014) END OF SCHEDULE A Page 2 Printed: 12.22.22@ 04:44 PM CA-CT-FWD0-021 80.055820-SPS-1-22-73722008565 For APN/Parcel ID(s): 203-110-20-00 EXHIBIT "A" Legal Description All that portion of Lot 47 in Seaside Lands, in the City of Carlsbad, County of San Diego, State of California, according to map thereof No. 1722, filed in the office of the County Recorder of San Diego County, July 28, 1921, described as follows: Beginning at a point in the Southeasterly line of said Lot 47, which is South 55°27' West 200.00 feet from the most Easterly corner of said Lot; thence South 55°27' West 50.00 feet; thence North 34°33' West 120.5 feet: thence North 55°27' East 50.00 feet; thence South 34°33' East 120.5 feet to the point of beginning. Condrt1on of Title Guarantee CLTA Guarantee Form No. 28 (06/0512014) Page 3 PMnted 12.22.22@04:44 PM CA"CT-FWD0-021 BO 055620-SPS-1-22-73722008565 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. 73722008565 SCHEDULE B 1. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: 203-11 0-20-00 2022-2023 $6,236.26, open Fiscal Year: 1st Installment: Penalty: 2nd Installment: Penalty and Cost: Code Area: $623.62 (Due after December 10) $6,236.26, open $633.62 (Due after April 10) 09098 2. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy. 3. Water rights, claims or title to water, whether or not disclosed by the public records. 4. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No.: Affects: Leigh W. Arbuckle and Genevra B. Arbuckle public road April 24, 1925 in Book 1088, Page 188 Deeds the route thereof affects a portion of said land and is more fully described in said document. 5. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No.: Affects: County of San Diego public road April 13, 1949 in Book 3170, Page 447 Official Records the route thereof affects a portion of said land and is more fully described in said document. Said instrument additionally contains the privilege and right to extend structures and excavation and embankment slopes beyond the limits where required for the construction and maintenance thereof. 6. A deed of trust to secure an indebtedness in the amount shown below, Amount: Dated: Trustor/Grantor Trustee: Beneficiary: Loan No.: Recording Date: Recording No.: $1,738,318.00 November 14, 2022 HHA Development LLC, a California Limited Liability Company Neuse, Incorporated First-Citizens Bank & Trust Company not shown November 17, 2022 2022-0439763 Official Records 7. Any claims for mechanics' or materialman's liens on said Land that may be recorded, by reason of a recent work of improvement that is disclosed by the document shown below Entitled: Recording Date: Recording No.: Cond1t1on of Title Guarantee Construction Trust Deed November 17, 2022 2022-0439763 Official Records CL TA Guarantee Fom, No. 28 {06/0512014) Page4 Pnnted. 12.22.22 @04:44 PM CA-CT-FWD0-021 80.055B20--SPS-1-22-737220085£5 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. 73722008565 SCHEDULE B (continued) 8. An assignment of all moneys due, or to become due as rental or otherwise from said Land, to secure payment of an indebtedness, shown below and upon the terms and conditions therein Amount: Assigned to: Assigned By: Recording Date: Recording No.: $1,738,318.00 First-Citizens Bank & Trust Company HHA Development LLC, a California Limited liability Company November 17, 2022 2022-0439764 Official Records 9. A deed of trust to secure an indebtedness in the amount shown below, Amount: Dated: Truster/Granter Trustee: Beneficiary: Loan No .. Recording Date: Recording No.: $765,545.00 November 14, 2022 HHA Development LLC, a California Limited liability Company Neuse, Incorporated First-Citizens Bank & Trust Company not shown November 17, 2022 2022-0439765 Official Records Said deed of trust recites that it is subordinate to the trust deed recorded concurrently therewith. 10. Any claims for mechanics' or materialman's liens on said Land that may be recorded, by reason of a recent work of improvement that is disclosed by the document shown below Entitled: Recording Date: Recording No.: Construction Trust Deed November 17, 2022 2022-0439765 Official Records 11. An assignment of all moneys due, or to become due as rental or otherwise from said Land, to secure payment of an indebtedness, shown below and upon the terms and conditions therein Amount: Assigned to: Assigned By: Recording Date: Recording No.: $765,545.00 First-Citizens Bank & Trust Company HHA Development LLC, a California Limited Liability Company November 17, 2022 2022-0439766 Official Records 12. If a work of improvement was recently completed or will be completed prior to the close of this transaction, the Company will require that a valid Notice of Completion be recorded. This notice must be signed by an owner of the property and must be recorded within 15 days of the actual completion date. Condition of Title Guarantee CL TA Guarantee Form No. 28 (06/05/2014) Page 5 Printed: 12.22.22@04·44 PM CA,CT-FWD0-021 80 055820-SPS-1-22-73722008565 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B (continued) GUARANTEE NO. 73722008565 13. Information has been provided to the Company which discloses that a work of improvement is contemplated, in progress or recently completed. To assist the Company in determining if it can give the priority coverage contained within the policy contemplated by this report, please provide the following: a. Current Financial Statement and/or Current Loan Application. b. Project Cost Breakdown. c. Completed Loss of Priority Questionnaire. (This form furnished by the Company.) d. A fully executed Indemnity Agreement. (This form furnished by the Company.) e. If work has commenced prior to the recordation of the Construction Deed of Trust, there will be further requirements and the closing of the transaction could be delayed. f. Copy of current appraisal g. Copy of loan agreement and disbursement schedules h. Name of Fund Control/Disbursement Agent Work may include, among other things, any preparation of the site for the planned construction, delivery of construction materials or equipment and any labor furnished. The Company reserves the right to add additional items and/or make further requirements after review of the requested documentation. 14. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other matters which a correct survey would disclose and which are not shown by the public records. 15. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the Public Records. 16. Any rights, interests or claims, which are not shown by the public records but which could be ascertained by an inspection of the Land or which may be asserted by persons in possession thereof. 17. In order to complete this report, the Company requires a Statement of Information to be completed by the following party(ies), Party(ies): buyers The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information. NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file. Conclrtion of Title Gu<1rantee CL TA Guarantee Form No. 2B (06105/2014) END OF SCHEDULE B Page 6 Printed 12.22.22@04:44 PM CA-CT-FWD()..()2180.055820-SPS-1-22-73722008565 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. 73722008565 EXCLUSIONS FROM COVERAGE Except as expressly provided by the assurances in Schedule A, the Company assumes no liability for loss or damage by reason of the follow;ng: (a) Defects. hens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of the Land. (b) Defects, liens, encumbrances, adverse claims or other matters. whether or not sho1M1 by the Public Records (1)that are created, suffered, assumed or agreed to by one or more of the Assureds; or (2) that result in no loss to the Assured. (c) Defects, liens, encumbrances, adverse claims or other matters not shown by the Public Records. (d) The identity of any party shown or referred to in any of the schedules of this Guarantee. (e) The validity, legal effect or priority of any matter shown or referred to in any of the schedules of this Guarantee. (fl (1) Taxes or assessments of any taxing authority that levies taxes or assessments on real property; or (2) proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by the records of the taxing authority or by the Public Records. (g) (1) Unpatented mining claims; (2) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (3) water rights. claims or title to water, whether or not the matters excluded under (1), (2) or (3) are shown by the Public Records. GUARANTEE CONDITIONS 1. DEFINITION OF TERMS The following terms wllen used in the Guarantee mean: (a) the "Assured"· the party or parties named as the Assured in Schedule A, or on a supplemental writing executed by the Company. (b) "Land": the Land described or referred to in Schedule A, and improvements affixed thereto which by law constitute real property. The term "Land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title. interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways. (c} "Mortgage": mortgage, deed of trust, trust deed, or other security instrument. (d} "Public Records"· those records established under California statutes at Date of Guarantee for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. (e} "Date of Guarantee"· the Date of Guarantee set forth in Schedule A. (f) "Amount of Liability"· the Amount of Liability as stated in Schedule A. 2. NOTICE OF CLAIM TO BE GIVEN BY ASSURED The Assured shall notify the Company promptly in writing in case knowledge shall come to the Assured of any assertion of facts. or claim of title or interest that is contrary to the assurances set forth in Schedule A and that might cause loss or damage for which the Company may be liable under this Guarantee. If prompt notice shall not be given to the Company, then all liability of the Company shall terminate with regard to the matter or matters for which prompt notice ts required: provided, however, that failure lo notify the Company shall in no case prejudice the rights of the Assured under this Guarantee unless the Company shall be preJudiced by the failure and then only to the extent of the prejudice. 3. NO DUTY TO DEFEND OR PROSECUTE The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured is a party, notwithstanding the nature of any allegation in such action or proceeding. 4. COMPANY'S OPTION TO DEFEND OR PROSECUTE ACTIONS; DUTY OF ASSURED TO COOPERATE Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above: (a) The Company shall have the right, at its sole option and cost, to institute and prosecute any action or proceeding, interpose a defense, as limited in Paragraph 4 (b), or to do any other act which in its o~inion may be necessary or desirable to establish the correctness of the assurances set forth in Schedule A or to prevent or reduce loss or damage to the Assured. The Company may take any appropriate action under the terms of this Guarantee, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this Guarantee. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (b) !f the Company elects to exercise its options as stated in Paragraph 4 (a) the Company shall have the right to select counsel of its choice {subject to the right of the Assured to object for reasonable cause) to represent the Assured and shall not be liable for and will not pay the fees of any other counsel. nor will the Company pay any fees. costs or expenses incurred by an Assured in the defense of those causes of action which allege matters not covered by this Guarantee. (c) Whenever the Company shall have brought an action or interposed a defense as permitted by the provisions of this Guarantee, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the nght, in its sole discretion, to appeal from an adverse judgment or order. (d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, the Assured shall secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and all appeals therein, and permit the Company to use. at its option, the name of the Assured for this purpose. Whenever requested by the Company, the Assured, al the Company's e,cpense, shall give the Company all reasonable aid in any action or proceeding, securing evidence, ob!aining witnesses, prosecuting or defending the action or lawful act which in the opinion of the Company may be necessary or desirable to establish the correctness of the assurances set forth in Schedule A or to prevent or reduce loss or damage to the Assured. If the Company is prejudiced by the failure of the Assured to furnish the required cooperation, the Company's obligations to the Assured under the Guarantee shall terminate. Condition of Till,:, Guarant88 CL TA Guarantee Form No. 28 (06/0512014) Page 7 PMnted. 12.22.22@ 04.45 PM CA-CT-FW00-021 80 055B20-SPS-1-22-73722008565 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. 73722008565 (continued) 5. PROOF OF LOSS OR DAMAGE (a) In the event the Company is unable to detennine the amount of toss or damage, the Company may, at its option, require as a condition of payment that the Assured furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter that constitutes the basis of loss or damage and shall state, to the extent possible. the basis of calculating the amount of the loss or damage. (b) In addition, the Assured may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Assured shall grant its permission, in writing, for any authonzed representative of the Company to examine. inspect and copy all records, books, ledgers, checi<s, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the Assured provided to the Company pursuant to this paragraph shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Assured to submit for examination under oath. produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this Guarantee to the Assured for that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS: TERMINATION OF LIABILITY In case of a claim under this Guarantee, the Company shall have the following additional options· (a) To pay or tender payment of the Amount of Liability together with any costs, attorneys' fees, and expenses incurred by the Assured that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. (b) To pay or otherwise settle with the Assured any claim assured against under this Guarantee. In addition, the Company will pay any costs, attorneys' fees. and expenses incurred by the Assured that were authon·zed by the Company up to the time of payment or tender of payment and that the Company is obligated to pay: or (c) To pay or otherwise settle with other parties for the loss or damage provided for under this Guarantee, together with any costs, attorneys' fees, and expenses incurred by the Assured that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in 6 (a), (b) or (c) of this paragraph the Company's obligations to the Assured under this Guarantee for the claimed loss or damage, other than the payments required to be made, shall terminate, including any duty to continue any and all litigation initiated by the Company pursuant to Paragraph 4. 7. LIMITATION OF LIABILITY {a) This Guarantee is a contract of Indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered loss or damage by reason of reliance upon the assurances set forth in Schedule A and only to the extent herein described, and subject to the Exclusions From Coverage of this Guarantee. (b) If the Company, or the Assured under the direction of the Company at the Company's expense, removes the alleged defect, lien, or encumbrance or cures any other matter assured against by this Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shaH not be liable for any loss or damage caused thereby. (c) In the event of any litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom. (d) The Company shall not be liable for loss or damage to the Assured for liability voluntarily assumed by the Assured in settling any claim or suit without the prior wr1tten consent of the Company. 8. REDUCTION OF LIABILITY OR TERMINATION OF LIABILITY All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the Amount of Liability under this Guarantee pro tanto 9. PAYMENT OF LOSS (a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfactmn of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Cond1t1ons, the loss or damage shall be payable within thirty (30) days thereafter. 10. SUBROGATION UPON PAYMENT OR SETTLEMENT Whenever the Company sha!I have settled and paid a claim under this Guarantee, all right of subrogation shall vest 1n the Company unaffected by any act of the Assured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property in respect to the claim had this Guarantee not been issued. If requested by the Company, the Assured shall transfer to the Company all rights and remedies c1gainst any person or property necessary in order to perfect this right of subrogation. The Assured shall permit the Company to sue, compromise or settle in the name of the Assured and to use the name of the Assured in any transaction or ijtigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogated to all rights and remedies of the Assured after the Assured shall have recovered its pnncipal, interest, and costs of collection. Condition of Title Guarantee CL TA Guarantee Form No 26 (06/05/2014) Page 8 Pnnted 12.22.22@04 45 PM CA-CT-FWD0-021 80.055820-SPS-1-22-73722008565 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. 73722008565 (continued} 11. ARBITRATION Either the Company or the Assured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Tille Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided m the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Assured arising out of or relating to this Guarantee. any service of the Company 1r1 connection with its issuance or the breach of a Guarantee provision, or to any other controversy or claim ansing out of the transaction giving rise to this Guarantee. All arbitrable matters when the amount of liability is Two Million And No/100 Dollars ($2,000,000) or less shall be arbitrated at the option of either the Company or the Assured. All arbitrable matters when the amount of liability is in excess of Two Million And No/100 Dollars ($2,000,000) shall be arbitrated only when agreed to by both the Company and the Assured. Arbitration pursuant to this Guarantee and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 12. LIABILITY LIMITED TO THIS GUARANTEE; GUARANTEE ENTIRE CONTRACT (a) This Guarantee together with all endorsements, if any, attached hereto by the Company is the entire Guarantee and contract between the Assured and the Company. In interpreting any provision of this Guarantee, this Guarantee shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, or any action asserting such claim, shall be restricted to this Guarantee. (c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 13. SEVERABILITY In the event any provision of this Guarantee. in whole or in part, is hetd invalid or unenforceable under applicable law. the Guarantee shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 14. CHOICE OF LAW; FORUM (a) Choice of Law: The Assured acknowledges the Company has underwritten the risks covered by this Guarantee and detennined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of Guaranties of the jurisdiction where the Land is located. Therefore. the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to detennine the validity of claims that are adverse to the Assured and to interpret and enforce the tenns of this Guarantee. In neither case shall the court or arbitrator apply its conflicts of law principles to detennine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Assured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 15. NOTICES, WHERE SENT AU notices required to be given the Company and any statement in wfit,ng required to be furnished the Company shall incllde the number of this Guarantee and shall be addressed to the Company at· Chicago Title Insurance Company P.O. Box45023 Jacksonville, FL 32232-5023 Attn: Claims Department Cond~ion of Title Guarantee CL TA Guarantee Farm No. 28 (08/0512014) END OF CONDITIONS Paga9 Printed 12.22.22@ 04:45 PM CA-CT-FWD0-021 B0,055820-SPS-1-22-73722008565 C) 0 N C 0 "'o ,.. , .... (}) <, -::: --~ . ' ' /· '~ f,Ot1'f·fitr,! ~ "" ®~ iii (El ® ® 1--,,-,,.,--;;::.::....,_~---l..-rw·· ' ' -© ® """"--'-lr.;;----;li4 . " .,, --® ,. f-,,.--.,:,,,,.-1-,.,.,:,e_,,.---4,, ·®"' • ~® f ' • 'i ·® I i I . \ d :1 ' :( ,, ... ·® ® ~ .. , " 1-o~--',;'!a~~-4,._,..-~.l<;., ·-., 'I " -" ,.<T,4~.ft"' "'" ... ® Lt.1.O7 ® © ' ~~~~--J;,~ 1 • (]) (}) '-. I! .. ., ·1 ~: ~'"..Ill:. ; .. ~. ~·, f!) ' -® ', ' .. ., I 'E ' ~~~~~l I•' ~ill Th1s map,pla, ,s hemg furnished as an a,d ,n locaung the heretn dcscnbcd ! and ,o relatrntt 10 adJoining slrc-cl~. natural boundaries and other land. and os not a iurvev nfthe land depicted F~ccpl 10 the ex,ent a policy ofl1tlc msurance LS expre.ssly modified by cndurscm"'1E, ,f any, the Company doc, nut ,nsure dimensions, distances, local ion ufcasemenis, acreage or other matlcts >hnwn thereon Order: 7372200B565 Doc: SD:A 203-11 Page l of 1 Requested By: CTSDRNA, Printed: 11/30/2022 7:28 AM Tax Search San Diego, California Searched: 203-110-20-00 Order: 73722008565 Tax Year: Tax Cover: Searched By: Searched On: ~ TITLEPelNT 2022-2023 11/25/2022 ANDREW WICKERSHEIM 11/30/2022 10:26 AM Company: CHICAGO TITLE I SAN DIEGO -RESIDENTIAL -(FNFSTR) I 021 CRN: 00021-00001 APN: 203-110-20-00 Described As: SEASIDE: LANDS 001722 SW 50 FT OF NE 250 FT OF SE 120.5 FT /EXC RS 1186 OP/ LOT 47 Address: 725 ARBL'CKLE PL City: CARLSBAD Billing Address: 725 ARBUCKLE PL CARLSBAD CA 92008 Assessed Owner(s): KLEIN ANGELA S Search As: Tax ID 203-110 Parcel 20 Tax Rate Area: Use Code: Region Code: Flood Zone: Zoning Code: Taxability Code: Tax Rate: Bill#: Issue Date: Installment ht 2od I Parcel Status: I Bonds: O Open Orders Company Account 511911 511914 60IO0I 601009 60l0II 672748 675448 203-110-20-00 San Diego, California 09098 1.091782 % Amount 6,236.26 6,236.26 Parcel Changed: Value Land: Improvements: Personal Property: Fixtures: Inventory: Exemptions Homeowner: Inventory: Personal Property: Religious: Al! Other: Net Taxable Value: Penalty 623.62 633.62 Exempt: NO Due Date 12/10/2022 04/10/2023 Sold to State: 0 Special Lien Description CO MOSQUITO/RAT CTRL MOSQUITO VECTOR CONT CARLSBAD LIGHT DIST CARLSBAD L TG & LDSCP CARLSBD ST L TG/LDSCP WAT[R ST AND BY CHARGE CWA WTRAVAIL COSTA Department Title Unit Page 1 of 2 Conveyance Date: 1,020,000.00 Conveying Instrument: 122,400.00 Date Transfer Acquired: Vesting: Year Built: Year Last ~1odified: Square Footage Land: Improvements: Tax Defaulted: 1,142,400.00 Total Tax: Status Payment Date UNPAID UNPAID Total Balance: Common Area: Mello-Roos: N NSF: N Order No. Date Created 01/26/2021 061143 12,472.52 Balance 6,236.26 6,236.26 12,472.52 Amount 3.00 8.36 26.00 8.34 36.10 I I.SO 10.00 Order: 73722008565 Printed by awickershe1rn on 11/30/2022 7:26:30 AM Ticor Title 203-110-20-0D San Diego, California 1101 Ticor SD Pr (FNFSTR) 01 *** END OF REPORT*** Page 2 of 2 926051 10/26/2022 Order: 73722008565 Printed by awickersheim on 11/30/2022 7:26:30 AM 188 • to £1,ft uA U B11U 'Ille •b"n SNDl.a ant bHT111 .. pl'Hl•H unto 'Ille u.U. 'J:ruu, hll bdJ'I ant. Hdp t,oionn. nm, .. Ill' haa4 a4 ... 1 tlll• lUb u, '>f J.prU, l.tttl (19nl.) IU.W of llalifonia OOUllt7 at :saz,. n11go On tllil l(> il•J of .lp:r1l, l<;II~ bdoH 111, Olai.h I\Oll1 • llo•J'J Pllbllo, 1a aDll. for .. u CoutitJ a.,,t lkta, }'eH-117 •»-z14 .Ulll lromi bu:. .. to M to h tbl pa:r1on wb.011 n ... , h n.llaoru,., to tu tongoLDff 1n,,~zit, 1114 aoknow1ed.gd. to .. t)lll,t aMI 1:r1ou,1d 'lh• N ... Wlb••· ., !lad Nl4 Dttlollll s,al, \bl •• , ... , ,,,r ln Ulla 01rtltloal1 ttnt a1111n n1tt1n, Cla11.d1 Stoul llote.r:, PubJ.10 ln ara4 !OJ' lllt.d Ocnui.tJ ai:4 ltaU, lt..,Grd.14 "' R1ql>Ht of Gl'&Ilffl .ipl' ., 111&& ., I o'o1oolt P. Ill, Jolm a. ,.r:rt, 001U1.IJ Baoorde.r i..1g11. 11', .u:"b1111tl1 -.n4 o, ... na a. Ubo.o.cl1, 11:0.nant am 'll'U'e, ror an& 1ll a,011.1id.1r1'1100 of tbe ._ of hll l:>ollau ttl0,00) t10U1.r11 llo anebJ Grut to Dell& !:, Broctluby Illpv.tJ ill 'i'b&t SN,J. 1'1:'llp'1"t7 Sltlla\14 h1. Oarhba4, OoUtJ of. IIID la1go, Hat;,. of Oal.lt'ornta. hol>Dla, a"'4 t,aorlh•l •• follow11 ~t portlon of Lot 1ortJ-ffT■D f•Tl o! 81a11l• r..iae. aooordln,: to map thllraot 110. Ula, 1118' in tbe ofUq• of tb, 00111111 RHOl'dU of 8&n Dlel!O OOW1t7, .hll7 eo. 1111, 011or1h•l •• tC>J.10••: Bo,glnntq at I paint •hioh ii 50 feet loutb 65 l1gr••• 17 mtnot11 W11t troa tlll ao11 :t9-1tnl7 ooroar of uU LG\ ♦? of tbe s1111id1 L&III!.■ 1n 011-rl1bad, li:.4 ue,uring antb SIi hgreH n atnlll.tn Wut • Uev.M• of 1'11.63 f••t &long tlH lftU.n■tarl7 llna of ,111 Lot••• Uiano• Nortb 54 ••sr••• II ainut■• •■■t • 411\fmoe Gt 110.1 fe•t, u. ..... • lo:rtil 014•gie-■1711ii:iut11 l< • U1tanu of an.~:, fnt,tUnu Soun 11• hPHI a& MU!Ute11 i.n • uouoe ot uo.11 ten to tbl JlOl.i>t Gt t11e11m1n1, 1'11■ llorthN1hrl7 J.6 1/e tut 1• Mr•h1 renn■d. tor pv.blio roU. pur,<1111, '1'0 a.,.T, ■I.Id. ta lloU U11 abon gru1:1l &Jll 4uor1Hl prem1■••• \lflto thl ,,u GrMU• hn h•ln &M au1p■ torn1r. Witia&H ou ba.11.ll &1:4 H&l■ \)oJ.1 u,11 4.:,.7 of .l.pr11, Uall ll'UW at OalUoniia,1 Coot, d kn Dhgo,) ... I,eigb •• Al"bookll GIMTl'I B. A,,:rb110J.l■ r,, .. 11 (Seal) OIi lJl.i• l•tll lar at Aprll. A, n. l12g, ~•fore .... Ml. I. B&r~r a ~a1.&r1 Publio 1D Uld fo:, 1111• ■au. Clout, ot !1111, Duro, State a1 Cdito:r:nia, re1illill@ ih.r•ln, 411.1, oommh■i<mt4 11114 twOrll, JllU®&lly api,.a:rd J.dllb "• Al"l>IMIU• alllll 0.n•ffl ll, Ubll0Jrl1, ..... ~· :0 ,. .. • .. :: .. .. : • • ~ ~ or -ft • It Order· 73722008565 Page 1 of 2 Requested By Andrew Wickersheim Printed 1113012022 8.02 AM Doc 1088-188 RECBCK DEEDBCK __________ .,,, .... -... ..,.. __ ,.,... __ ~---••> ------·- b.•a.b•nll an4 'Tlt& p.r.on•ll7 ltllOWl:I to 1M to be ti. paru11-a •b.ou na111H •t• aU,or1h4 lo u, wlUl.ln lnah•11 ... ani, NM!. 41117 Hk11011ld,-d. to M that tl\17 111:1011\IG tht ,a •• In Wi\illl&I lnl&r1of, 1 IPsn b.erauto 11t •1 b...,4 •DA affi&ld. 1111 oftiai•l H&l at 1111 oftloe 1D ,ha 1lo,mt7 of S&n ll1'90, th• tay &lld. Jt&r in tllle urUtioah tint &bCTI u1n,11, 11111, R, ar11u· ~o\&1'7 Publ1o in and. for tht CowttJ of $a.I) n11go. 8te.t1 of California 111 OomaiuioD ZQlrH Wo.:, 6, ltH R1oord.O. at R111.1.e1t of lo, w. l.1'bll.oll:la, '-l>J' 1'4. 1915 at :i, IUn, p,r,U ll o'oloot. l',11. Jolm :t:rarllr; a1l-d_B!,rtha ~. !'rank. b.lUlban4 an4 Wife, fr:>T 1u:ui 111 oo:iaU.ratlon of TICII Dollua. Do !lareby Grant to J, 11, 111:tkinl, a lingl• ma.n, ill \bat Ra9l 1'roput~ ■1\\lat&4 in tlla Ranollo RUloon 4n lliablo Oounty o1 8an Dhgo, ~t&te of Cal1forc1a, b<>W:.O..,, 8-lOd 4uo:r1bt4 •• follo-,,1: Tb• So\\t.b t.'ll'C lMIUI ct loot. 91z I&) izl Dloa:.C ~ 11:un~,•'4 811'1)'-HTID (l67) ot tht Ranallo Rllloon clel t-iablo. 1n t.b1 C01>n1iy cf SM Ilhgo, Stat• cf CalifOJ'llitL, aooord• tng to U• up t11e.-10f lfo, 'l"h, Uhd !n the oft1H of the lteoor4u-of .,.1,1. ~ 111•1!<1 l)OWlt)', 1.11.gll.lt 130 18911, r-a-~,~-~.----.c-~~z::=v --·.-.. ~-~·;-,:j .,_ u..~,.;-:...,..,M S.T,O,Co. SMI 1,,0 a4, U2& Up,111. llllil J:Ze1111.hd in :i'OHMI of --) si..u of OalUorni&, l lsa. OOWlty of Be.n lllq<>,) (5Hl) On tbi■ 17th h1 of llpTll U1n,tni:i !hLrAncl &nd 'hrmtJ' i'in bdore IN, De LiaJ.• 1', llOG&rTUI a llo•n hblto 1n ai:4 for .. u CO!Ultf •• 3tete, nailliri.g th.r-111, 4uJ.1 oo..ainioned an4 ewom, ptra0na111 app.,.re4 Johll llnnll: a.n4...lv'tll• ll, frank, huabJ,Ud • w1t1 GoWll to .111, to be tl>I pu10n1 4aaor1b•4 1n 11.lld. w110" n•111•• an 11lbeor1bed to ti,, within l.ll1t.rwiient. anil lMl1:no•leilged to .1111 tlllt tb.1y ,uouud th•, ... ,, In lf11DIU Whanof, I hAT• benlllltc Ht II~ ball'I 11Jl4 ll.ft1u4 rq Of:UoiaJ. 6■■l. U ri1 oUin, in ,,,1l Oo1mt1 cf $IQ! Pi■FO, St&h of Oaltfomia, the 4•• IQl4 y■&T in tn1, 01rtUh•h f1r1t abQ1'1 •rit~D, ... ' R■oo:,4e4 at R•~1.11at of So ,nt7 Cc, 1ene 1'H e:.,o .. __ .. IHI l.i■lt :P. ){cJ'U1'il:I Uot&rJ Pu.bl1o 1'I an4 fer 111, CC\lll.tf 0r ~IQI Pheeo, stat• of Cal1fcn,.1a, .I.pr 26 1925 .. , 9 c'olOGk A. w.. Jobn II:, ttrr7, Co1111t7 R•ol)l'hr 87 N, C, l'auona :,, !" .. • "' .. .. "' ,c . • • • • ~ ... --r 0 a. • ~ Order 73722008565 Page 2 ol 2 Requested By: Andrew Wickersheim , Printed· 11/3012022 8:02 AM Doc 1088-188 RECBCK DEEDBCK RECORDING REQUESTED BY Ttcor TIiie -SD Commen:ial First-Citizens Bank & Trust Company DAC 20 PO Box 26592 Raleigh, NC 27611-6592 WHEN RECORDED MAIL TO: FITiit-Cltizens Bank & Trust Company PO Box 26592 -DAC20 Raleigh, NC 27611-6592 SEND TAX NOTICES TO: HHA DEVELOPMENT LLC 725 ARBUCKLE PL DOC# 2022-0439763 11111111111111111111111 mi 11111 mu m111111111111111111111111 Nov 17, 2022 08:00 AM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES: $140.00 (SB2 Atkins: $75.00) PAGES: 18 CARLSBAD, CA 92008 FOR RECORDER'S USE ONLY Title Order No. 00926051-017-ZWl 1~111mm111~IRlll~~llil~lllllli!lllllllllllllllllllll!lllillll~llllll!!lllllllllllll~~lll~llllllllll!IIIUIIMl~~II! oooooos1901ossa2e41oas11142022000000000000001 DEED OF TRUST THIS IS A CONSTRUCTION TRUST DEED PURSUANT TO CALIFORNIA CIVIL CODE§ 8174(a) THIS DEED OF TRUST is dated November 14, 2022, among HHA DEVELOPMENT LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, WHOSE ADDRESS IS 725 ARBUCKLE PL., CARLSBAD CA 92008 ("Trustor"); First-Citizens Bank & Trust Company, whose address Is DAC 20, PO Box 26592, Raleigh, NC 27611-6592 {niferred to below sometimes as "Lender" and sometimes as "Beneficiary"); and Neuse, Incorporated, whose address Is 100 East Tryon Road, Raleigh, NC 27603 (referred to below as "Trustee"). CONVEYANCE AND GRANT. For valuable consideration, Trustor Irrevocably grants, transfers and assigns to Trustee In trust, with power of sale, for the benefit of Lender as Beneficiary, all of Trustor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, water rights and ditch rights {including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oll, gas, geothermal and similar matters, (the "Real Property") located In SAN DIEGO County, State of California: See the exhibit or other description document which Is" attached to this Deed of Trust and made a part of this Deed of Trust as If fully set forth herein. -EXHH:IIT Pt' The Real Property or its address Is commonly known as 725 ARBUCKLE PL, CARLSBAD, CA 92008. Trustor presently assigns to Lender (also known as Beneficiary In this Deed of Trust) all of Truster's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. This is an absolute assignment of Rents made in connection with an obligation secured by real property pursuant to California Civil Code Section 2938. ln addition, Trustor grants to Lender a Uniform Commercial Code security interest in the Persona! Property and Rents. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THe RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (8) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF THE TRUSTOR UNDER THE NOTE, THE RELATED Order. 73722008565 Page 1 of 18 Requested By: Andrew Wickersheim , Printed 1113012D22 8:02 AM Doc: 2D22-439763 TOR 11-17-2022 DEED OF TRUST (Continued) Page 2 DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS ALSO GIVEN TO SECURE ANY ANO ALL OF TRUSTOR'S OBLIGATIONS UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT BETWEEN TRUSTOR ANO LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT, OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN, SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN ANO ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Truster shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Truster's obligations under the Note, this Deed of Trust, and the Related Documents. CONSTRUCTION MORTGAGE. This Deed of Trust is a "construction mortgage" for the purposes of Sections 9.334 and 2A-309 of the Uniform Commercial Coda, as those sections have been adopted by the State of California. POSSESSION AND MAINTENANCE OF THE PROPERTY. Truster agrees that Truster's possession and use of the Property shall be governed by the fo!lowing provisions: Possession and Use. Until the occurrence of an Event of Default, Truster may (1) remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Truster shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessaf)' to preserve its value. Compliance With Environmental Laws. Truster represents and warrants to Lender that (1) During the period of Truster's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Truster has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as prev:ousJy disclosed to and acknowledged by Lender in writing, (a) neither Truster nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store. treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state. and local laws, regulations and ordinances, including without limltatlon all Environmental Laws. Truster authorizes lender and its agents to enter upon the Property to make such inspections and tests, at Truster's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Truster or to any other person. The representations and warranties contained herein are based on Truster's due diligence in investigating the Property for Hazardous Substances. Truster hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Truster becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, !asses, liabilities, damages, penaltles, and expenses which Lander may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Truster's ownership or interest in the Property, whether or not the same was or should have been known to Truster. The provisions of this section of the Deed of Trust, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Order: 73722008565 Page 2 of 18 Requested By Andrew Wickersheim , Printed: 11130/2022 8:02 AM Doc: 2022-439763 TDR 11-17-2022 DEED OF TRUST (Continued) Page 3 Nuisance, Waste. Truster shall not cause, conduct or permit any nuisance nor commtt, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Truster will not remove, or grant to any other party the right to remove, any timber, minerals (including all and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvement&. Truster shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Truster to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Truster's compliance with the terms and conditions of this Deed of Trust. Compliance with Govemmental Requirements. Truster shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authar\tles applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Truster may contest in goad faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Truster has notified Lender In writing prior to doing so and so long as, In Lender's sole opinion, Lender's Interests in the Property are not jeopardized. Lender may require Truster to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Truster agrees neither to abandon or leave unattended the Property. Truster shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. Construction Loan. If some or al! of the proceeds of the loan creating the Indebtedness are to be used to construct or corrplete construction of any lmproverrents on the Property, the Improvements shall be completed no later than the maturity date of the Note (or such earlier date as Lender may reasonably establish) and Truster shall pay !n full all costs and expenses In connection with the work. Lender will disburse loan proceeds under such terms and conditions as Lender may deem reasonably necessary to insure that the interest created by thls Deed of Trust shall have priority over all possible liens, Including those of material suppliers and workmen. Lender may require, among other things, that disbursement requests be supported by receipted bills, expense affidavits, waivers of liens, construction progress reports, and such other documentation as Lender may reasonably request. DUE ON SALE -CONSENT BY LENDER. Lender may, at Lender's option, declare Immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in ~he Real Property; whether legal, beneficlal or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract. contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest In or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. lf any Truster Is a corporation, partnership or limited liability company, transfer also includes any restructuring of the legal entity (whether by merger, dlvision or otherwise) or any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Truster. However, this option shall not be exercised by Lender If such exercise is prohibited by applicable law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Truster shall pay when due (and in all events at least ten (10) days prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levJed against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Truster shall maintain the Property free of all liens having Order: 73722008565 Page 3 of 18 Requested By Andrew Wickersheim , Printed: 11130/2022 8:02 AM Doc: 2022-439763 TOR 11-17-2022 DEED OF TRUST (Continued) Page 4 priority over or equal to the interest of Lender under this Deed of Trust, except for the lfen of taxes and assessments not due and except as otherwise provided in this Deed of Trust. Right to Contest Truster may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized If a lien arises or is filed as a result of nonpayment, Truster shall within fifteen (15) days after the lien arises or, if a lien is fi!ed, within fifteen (15) days after Truster has notice of the filing, secure the discharge of the Hen, or If requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Truster shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Trustor shall name lender as an additional obligee under any surety ~and furnished in the contest proceedings. Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate govemmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Truster shall notify Lender at !east fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, If any mechanic's lien, materialmen's lien, or other Uen could be asserted on account of the work, services, or materials. Truster will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Truster can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of th(s Deed of Trust. Maintenance of Insurance. Truster shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Truster shall also procure and maintain comprehensive general liability Insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Truster shall maintain such other insurance, including but not limited to hazard, business Interruption, and boiler insurance, as Lender may reasonably require. Notwithstanding the foregoing, in no event shall Truster be required to provide hazard insurance In excess of the replacement value of the improvements on the Rea! Property. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Truster, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at !east ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Truster or any other person. Should the Real Property be located in an area designated by the Administrator of the Federal Emergency Management Agency as a special flood hazard area, Trustor agrees to obtain and maintain flood insurance, !f availab!e, within 45 days after notice is given by Lender that the Property ls located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Flood insurance may be purchased under the National Flood Insurance Program, from private insurers providing "private flood insurance" as defined by applicable federal flood insurance statutes and regulations, or from another flood insurance provider that is both acceptable to Lender in its sole discretion and permitted by applicable federal flood insurance statutes and regulations. Application of Proceeds. Truster shall promptly notify Lender of any Joss or damage to the Property. Lender may make proof of loss lf Truster fails to do so within fifteen (15) days of the casualty. If in Lender's sole judgment Lender's security interest in the Property has been impaired, Lender may, at Order: 73722008565 Page 4 of 18 Requested By: Andrew Wickersheim , Printed· 11130/2022 8:02 AM Doc: 2022-439763 TOR 11-17-2022 DEED DF TRUST (Continued) Page 5 Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any l!en affecting the Property, or the restoration and repair of the Property. If the proceeds are to be applied to restoration and repair, Truster shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Truster from the proceeds for the reasonable cost of repair or restoration if Truster is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, If any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after peyment in full of the Indebtedness, such proceeds shall be paid to Trustor as Truster's interests may appear. Trustor's Report on Insurance. Upon request of Lender, however not more than once a year, Truster shall furnish to Lender a report on eadl existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value; and {5) the expiration date of the policy. Truster shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property, LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Truster fails to comply with any provision of this Deed of Trust or any Related Documents, including but not llmited to Truster's failure to discharge or pay when due any amounts Truster Is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Truster's behalf may (but shall not be obligated to) take any action that Lender deetTS appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures lncun-ed or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date Incurred or paid by Lender to the date of repayment by Trustor. All such expenses will become a part of the Indebtedness and, at Lender's option, Will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the tem, of any applicable insurance policy; or (2) the rerralning term of the Note; or (C) be treated as a balloon payment Which will be due and payable at the Note's maturity. The Deed of Trust also Will secure payment of these amounts. Such right shal! be ln addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Truster warrants that: {a) Truster holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title Insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and (b) Truster has the full right, power, and authority to execute and del!ver this Deed of Trust to Lender. Defense of Title. Subject to the exception in the paragraph above, Truster warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Truster's tltle or the interest of Trustee or Lender under this Deed of Trust, Truster shall defend the action at Truster's expense. Truster may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Truster will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Truster warrants that the Property and Truster's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All ~epresentatlons, warranties, and agreements made by Order: 73722008565 Page 5 of 18 Requested By· Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439753 TOR 11-17-2022 --------------- DEED OF TRUST (Continued) Page 6 Truster in this Deed of Trust shall survive the execution and delivery of this Deed of Trust. shall be continuing in nature, and shall remain in full force and effect until such time as Truster's Indebtedness shall be paid In fulL CONDEMNATION. The following provisions relating to eminent domain and inverse condemnation proceedings are a part of this Deed of Trust: Proceedings, If any eminent domain or inverse condemnation proceeding is commenced affecting the Property, Truster shall promptly notify Lander In writing, and Truster shall promptly take such steps as may be necessary to pursue or defend the action and obtain the award. Truster may be the nominal party In any such proceeding, but Lender shall be entltled, at Its election, to participate in the proceeding and to be represented in the proceeding by oounsel of its own choice, and Trustor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Applicatlon of Net Proceeds. If any award Is rrade or settlement entered into in any condemnation proceedings affecting all or any part of the Property or by any proceeding or purdlase in lieu of condemnation, Lender may at its election, and to the extent permitted by law, require that all or any portion of the award or settlement be applied to the Indebtedness and to the repayment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnatlon proceedings. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust: Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Truster shall reimburse Lender for all taxes, as described below, together with aU expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applles: (1) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Truster which Truster is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note; and (4) a specific tax on a!I or any portion of the Indebtedness or on payments of principal and interest made by Truster. Subsequent Taxes. If any tax to which this section applies Is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Truster either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lende,-. SECURITY AGREEMENT; FINANCING STATEMENTS. The followlng provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust: Security Agreement. This Instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, ancl lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from tlme to time. Security Interest. Upon request by Lender, Trustor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. Truster shall reimburse Lender for al! ex:penses incurred in perfecting or continuing this security interest. Upon default, Truster shall not remove, sever or detach the Personal Property from the Property. Upon default, Truster sha!I assemble any Personal Property not affixed to the Property In a manner and at a place reasonably Order. 73722008565 Page 6 of 18 Requested By: Andrew Wickersheim , Printed: 1113012022 8:02 AM Doc: 2022-439763 TOR 11-17-2022 DEED OF TRUST (Continued) Paga 7 convenient to Truster and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses, The mailing addresses of Truster {debtor) and Lender (secured party) from which information concerning the security Interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Lender, Truster w!ll make, execute and deliver, or wll! cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and In such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, Instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Truster's obligations under the Note, this Deed of Trust, and the Related Documents, and (2) the !iens and security interests created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Truster. Unless prohibited by law or Lender agrees to the contrary ln writing, Truster shall reimburse Lender for an costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-In-Fact. If Truster fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Truster and at Truster's expense. For such purposes, Truster hereby Irrevocably appoints Lender as Truster's attorney-In-fact for the purpose of making, executing, delivering, filing, recording, and doing alt other things as may be necessary or desirable, in Lender's sole opinion, to acrompl!sh the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Truster pays all the Indebtedness when due, and otherwise performs all the obligations Imposed upon Truster under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Truster suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents ard the Personal Property. Lender may charge Truster a reasonable reconveyance fee at the time of reconveyance. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust: Payment Default. Truster falls to make any payment when due under the Indebtedness. Other Defaults. Trustor falls to comply with or to perform any other term, obligation, covenant or condition contained in this Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained ln any other agreement between Lender and Truster. Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note or in any of the Related Documents. Default on Other Payments. Failure of Truster within the time required by this Deed of Trust to make any payment for taxes or lnsurance, or any other payment necessary to prevent flling of or to effect discharge of any lien. Default Jn Favor of Third Parties. Should Truster default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Trustor's property or Truster's ability to repay the Indebtedness or Truster's ability to perform Truster's obligations under this Deed of Trust or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Truster or on Truster's betialf under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Order: 73722008565 Page 7 of 18 Requested By: Andrew Wickersheim , Printed. 11130/2022 8:02 AM Doc· 2022-439763 TOR 11-17-2022 DEED DF TRUST (Continued) Page 8 Defective Collateralizatlon, This Deed of Trust or any of the Related Documents ceases lo be in full force and effect (including fallure of any collateral document to create a valid and perfected security interest or llen) at any time and for any reason. Death or Insolvency. The dissolution of Truster's (regardless of whether election lo continue !s made), any member withdraws from the limited liability company, or any other termlnation of Truster's existence as a going business or the death of any member, the insolvency of Truster, the appointment of a receiver for any part of Truster's property, any assignment far the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Truster. Creditor or Forfeiture Proceedings, Commencement of foreclosure or forfeiture proceedings, whether by judicia! proceeding, se!f~help, repossession or any other method, by any creditor of Truster or by any governmental agency against any property securing the Indebtedness. This fncludes a garnishment of any of Truster's accounts, inc!uding deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Truster as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Truster gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, In its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Truster under the terms of any other agreement between Truster and Lender that Is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Truster to Lender, whether existing now or tater. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes Incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Truster's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired, RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may exercise any one or more of the following rights and remadies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Truster under this Deed of Trust, after Truster's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies, Foraclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the Property, which notice Trustee shall cause to be flied for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and a!1 documents evidencing expenditures secured hereby. After the lapse of such lime as may then be required by law following the recordation of the notice of default, and notlce of sale having been given as then required by law, Trustee, without demand on Truster, shall sell the Property at the lime and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash In lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sa!e by public announcement at the time fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser lts deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof, Any person, including Truster, Trustee or Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection Order 73722008565 Page 8 of 18 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc· 2022-439763 TDR 11-17-2022 DEED OF TRUST (Continued) Page 9 with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then serured hereby; and the remainder, if any, to the person or persons legal!y entitled thereto. Judicial Foreclosure. With respect to all or any part of the Real Property, Lender shalt have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. UCC Remedies, With respect to all or any part of the Personal Property, Lender shall have alt the rights arid remedies of a secured party under the Uniform Commercial Code, includlng without l!mitatlon the right to recover any deficiency in the manner and to the fu!I extent provided by Ca!lfomla law. Collect Rents. Lender shall have the right, without notice to Truster to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. lf the Rents are collected by Lender, then Truster irrevocably designates Lender as Truster's attorney-in-fact to endorse instruments received in payment thereof in the name of Truster and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender In response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disquallfy a person from serving as a receiver. Tenancy at Sufferance. If Truster remains in possession of the Property after the Property fs sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Truster, Truster shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either ( 1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the derrand of Lender. Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law or in equity. Notice of Sale. Lender shall give Truster reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least ten {10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Sale of the Property. To the extent permitted by applicable law, Truster hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Attorneys' Fees; Expenses. If Lender Institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that ln Lender's opinion are necessary at any time for the protection of lts interest or the enforcement of its rights shall become a part of the Indebtedness payable on derrand and shall bear interest at the Note rate from the date of the expenditure until repaid. Order: 73722008565 Page 9 of 18 Requested By: Andrew Wickersheim , Printed: 11130/2022 8:02 AM Doc: 2022-439763 TOR 11-17-2022 DEED OF TRUST (Continued) Page 10 Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings {including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated posHudgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title Insurance, and fees for the Trustee, to the extent permitted by applicable !aw. Truster also will pay any court costs, in addition lo all other sums provided by !aw. Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Truster: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other !rust deed or lien, or of any action or proceeding !n which Truster, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet al! qualifications required for Trustee under applicable !aw. In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the fuH extent provided by applicable law. Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of SAN DIEGO County, State of California. The instrument shall contain, in addition to alt other matters required by state law, the names of the original Lender, Trustee, and Truster, the book and page where this Deed of Trust is recorded, and the name and address of the successor trustee, and the instrument shall be executed and acknowledged by Lender or Its successors in interest. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, ls made a public record as provided by law. NOTICES. Any notice required to be given under this Deed of Trust shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mall, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Truster requests that copies of any notices of default and sale be directed to Truster's address shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to ct,ange the party's address. For notice purposes, Truster agrees to keep Lender informed at all times of Truster's current address. Unless otherwise provided or required by law, if there is more than one Truster, any notice given by Lender to any Truster is deemed to be notice given to all Trustors. STATEMENT OF OBLIGATION FEE. Lender may collect a fee, not to exceed the maximum amount permitted by law. for furnishing the statement of obligation as prov!ded by Section 2943 of the Civil Code of California. Order: 73722008565 Page 10 of 18 Requested By: Andrew Wickersheim , Printed: 11130/2022 8:02 AM Doc: 2022-439763 TOR 11-17-2022 DEED OF TRUST (Continued) Page 11 TRUSTOR'S ADDITIONAL WAIVERS. To the extent permitted by applicable law, Trustor also expressly waives all benefits, claims, rights and defenses Truster may have or acquire that are based on: (A) any statutory or common law provision limiting the liability of or requiring the discharge or exoneration of a guarantor or surety; (8) the law of suretyship or impairment of collateral, including any benefits, claims, rights or defenses Guarantor may have or acquire pursuant to sections 3-419 and 3-605 of the Uniform Commercial Code as adopted and amended from time to time by the various states; (C) any statutory or common law provision that releases, discharges, or limits the liability of a remaining obllgor following the release of a joint obllgor; (D) homestead or exemption laws and any rights thereunder with respect to any collateral taken as security for the Indebtedness; (E) any ~one action.~ "antl•deficiency" or other statutory or common law provision limiting the right of Lender to obtain a judgment against or to otherwise proceed against any person or entity obligated for payment of the Indebtedness (including Truster, if that is the case), whether before or after the foreclosure, sale or other disposition of any collateral taken as security for the !ndebtedness; and (F) any legal or equitable doctrine or principle of marshalling. Lender shall not be required to sell or dispose of collateral in inverse order of alienation or !n any other particular order. Without affecting or lessening Lender's rights under this Instrument, Lender may do or not do any of the following with respect to the Indebtedness or Note without Truster's knowledge, consent or joinder: (A) grant extensions of time for payment, (B) grant renewals, (C) permit modifications of payment terms or other terms or conditions, {D) permit assumptions of the Indebtedness or Note, (E) release one or more borrowers or guarantors from liability, and (F) exchange or release any collateral or other security. RIGHT TO CURE. Prior to accelerating the Indebtedness secured by this Instrument, Lender shall give such notice and opportunity to cure as may be required by the Note or Credit Agreement secured by this Instrument. The provisions of this section shall not supersede or Umit the application of any controlling provisions of state law concerning notice of default, the right to cure, or the rlght to reinstate, and nothing in this instrument shall be deemed a waiver of those provisions; provided, however, that the provisions of the Note or Credit Agreement and any such state law requirements shall run concurrently. MODIFICATIONS AND EXTENSIONS. The terms of any Note, Credit Agreement or other instrument evidencing the Indebtedness or any other obligation secured by this instrument may be changed from time to time by agreement between the holder(s) thereof and the parties obllgated thereon as maker(s). Such changes may Include, without llmltatlon, the renewal, extension, modification, amendment, refinancing, restatement and/or Increase of the obligation. For example, the holder(s) and maker(s) may agree to (a) increase or decrease the Interest rate, (b) convert the obUgetion to or from a closed-end or an open.and obligation, (c) convert the obl\gatlon to or from a fixed Interest rate obllgatlon or an adjustable Interest rate obligation, (d) Increase or decrease the payment amount, (e) change the payment schedule, (f) extend or shorten the time during which future advances may be made, (g) advance and/or re-advance loan proceeds, (h) amortize a balloon payment, (i) extend or shorten the maturity date, 0) increase the principal amount, face amount, and/or credit limit of the instrument evidencing the obligation, and/or (k) any combination of the foregoing, To the extent permitted by law, the obligation as so changed from time to time and all future advances and re.advances relating thereto shall be and continue to be secured by this instrument with a priority as of the date this Instrument is recorded, regardless of whether any record of such change ls flied or recorded or when funds are advanced or re-advanced. FUTURE ADVANCES. This instrument secures not only existing Indebtednesses and advances made contemporaneously with the execution of this Instrument, but also future advances, whether obllgatory, optional, or both, and whether made under open•end credit agreements or otherwise, to the same extent as if such future advances were made contemporaneously with the execution of this instrument, even If no advance is made at the time of the execution of this Instrument and even if no indebtedness Is outstanding at the time any advance is made. Any advances (whether obligatory, optional, or both) made by Lender under the terms of any Note, Credit Agreement or other instrument or obligation secured by this instrument, and any modification, amendment, extension, or renewal thereof, together with interest thereon, shall be secured by this Instrument with a priority as of the date this instrument is recorded. ADDITIONAL COLLATERAL; SECURITY AGREEMENT. Truster hereby grants and conveys to Lender a Uniform Commercial Code security interest in the following additlonal collateral (collactive!y, the 0 Additional Collateral"), Order: 73722008565 Page 11 of 18 Requested By. Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022•439763 TOR 11-17-2022 DEED DF TRUST (Continued) Page 12 whether now owned or hereafter acquired by Truster: (a) all Personal Property, (b) all Rents, (c) all building materials, supplies, inventory, equipment, fixtures, furnishings and/or other goods (but excluding any household goods) intended for use, used, or usable in the construction, repair, renovation, operation or maintenance of improvements constructed or to be constructed on the Real Property, (d) all construction, engineering, and architectural contracts and all plans, drawings and specifications relating to the construction, repair or renovation of improvements on the Real Property, and (e) all attachments, accessories and accessions to any of the foregoing and all replacements of and proceeds from the foregoing, This instrument shall constitute a Security Agreement as to the Additional Collateral, and Lender shall have all of the rights with respect thereto of a secured party under the Uniform Commercial Code as enacted and amended from time to time in the state fn which the Real Property is located. Lender is authorized to file at Trustor's expense such financing statements and other filings as Lender shall deem appropriate to perfect and continue Lender's security interest in the Additional Collateral. Trustor shall reimburse Lender for all expenses incurred In perfecting or continuing this security interest. Upon default, Truster shall not remove, sever or detach any Additional Collateral from the Real Property, and Truster shall assemble all Additional Collateral not affixed to the Property in a manner and at a place reasonably convenient to Truster and Lender and make lt available to Lender within three days after receipt of written demand from Lender to the extent permitted by applicable Jaw. The mailing addresses of Truster (debtor) and Lender (secured party) from which information concerning the security interest granted by this instrument may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of Trust. This provision is in addition to (and does not supersede) any other provision of this instnJment granting Lender a security interest in pernonal property. INFORMATION ABOUT OTHER LIENS. Lender is authorized to obtain such information about other liens or claims of lien on the Rea! Property as Lender may reasonably request from the each creditor or other person or entity that has, claims to have, or asserts a lien on the Real Property. The Information requested may include, but Is not limited to, the nature of the lien or claim of lien, the circumstances under which the lien or claim of lien arose, and the amount required to satisfy the lien or claim of lien. The creditors or other persons or entities that have, claim to have, or assert a lien on the Real Property are authorized and directed to promptly provide to Lender the Information requested by Lender. This provision applies whether the lien or claim of lien is superior or subordinate in priority to the lien of this instrument. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Trustor's residence, Trustor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Truster's previous fiscal year In such form and detail as Lender shall require. "Net operating income" shall rrean a!J cash receipts from the Property less all cash expenditures ITBde in connection with the operation of the Property. Caption Headings. Caption headings In this Deed of Trust are for convenience purposes only and are not to be used to Interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender ln any capacity, without the written consent of Lender. Governing Law. This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by fedaral law, the laws of the State of California without regard to Its conflicts of law provisions, This Deed of Trust has been accepted by Lender In the State of California. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a Order: 73722008565 Page 12 of 18 Requested By· Andrew Wickersheim , Printed: 11130/2022 8:02 AM Doc: 2022-439763 TOR 11-17-2022 DEED OF TRUST (Continued) Page 13 provision of this Deed of Trust shall not prejudice or constitute a waiver of Lender's r!ght otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. No prior waiver by Lender, nor any course of dealing between Lender and Truster, shall constitute a waiver of any of Lender's rights or of any of Truster's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severabillty. lf a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becorrns legal, valid a,d enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required by law, the Illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality, validity or enforceability of any other provision of this Deed of Trust. Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Trustor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Truster, Lender, without notice to Truster, may deal with Truster's successors with reference to this Deed of Trust and the Indebtedness by wey of forbearance or extension without releasing Truster from the ob!igations of this Deed of Trust or liability under the Indebtedness. Time Is of the Essence. Time is of the essence In the performance of this Deed of Trust. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Deed of Trust. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: Beneficiary. The word "Beneficiary" means First-Citizens Bank & Trust Company, and its successors and assigns. Borrower. The word "Borrower~ means HHA DEVELOPMENT LLC and includes all co-signers and co-makers signing the Note and al\ their successors and assigns. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Truster, Lender, and Trustee, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Environmental Laws. The words ~Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, Including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (•SARA"), the Hazardous Materials Transportation Act. 49 U.S.C. Section 1801, et seq,, the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq .. Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto Event of Default. The words "Event of Default" mean any of the events of default set forth in this Deed of Trust in the events of default section of this Deed of Trust. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty• means the guaranty from Guarantor to Lender, including without !imitation a guaranty of a!I or part of the Note. Order. 73722008565 Page 13 of 18 Requested By. Andrew Wickersheim , Printed. 11/30/2022 8:02 AM Doc: 2022-439763 TOR 11-17-2022 DEED OF TRUST (Continued) Page 14 Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without !imitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Envlronmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with al! renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Truster's obligations or expenses incurred by Trustee or Lender to enforce Truster's obligations under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. Lender. The word "lender" means First-Citizens Bank & Trust Company, its successors and assigns. Note. The word "Note" means the promissory note dated November 14, 2022, in the original prlnclpal amount of $1,738,318.00 from Truster to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Personal Property. The words "Personal Property" mean an equipment, fixtures, and other articles of persona/ property now or hereafter owned by Trustor, and now or hereafter attached or affixed to the Real Property: together with au accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with a\l proceeds (including without limltation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. The words "Persona! Property" also include all tangible and intangible items obtained or owned by, or in the possession of Truster that are directly or indirectly related to the acquisition, development, design, construction, permitting, marketing, or habitation of the Real Property or the Improvements to be constructed on the Real Property, whether heretofore or hereafter issued, prepared, or executed, Including without limitation all permits, licenses, authorizations and approvals, trademarks and tradenames, and any and all land use entitlements, development rights, sewer capacity, approvals, density allocations and other rights or approvals relating to or authorizing the development or occupancy of the Property, plus all utility or other deposits, reimbursement rights, studies, tests, contracts, plans and specifications, relating to the Property and Improvements. Property, The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the rea! property, interests and rights, as further described 1n this Deed of Trust Related Documents. The words "Related Documentsn mean all promissory notes, credit agreements, loan agreements, security agreements, mortgages, deeds of trust, security deeds. collateral mortgages, and alt other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness; except that the words do not mean any guaranty or environmental agreement, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means an present and future leases, rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property together with the cash proceeds of the Rents. Trustee. The word "Trustee" means Neuse, Incorporated, whose address is 100 East Tryon Road, Raleigh, NC 27603 and any substitute or successor trustees, Order: 73722008565 Page 14 of 18 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439763 TDR 11-17-2022 DEED OF TRUST (Continued) Truator. The word "Truster" means HHA DEVELOPMENT LLC. Page 15 TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND TRUSTOR AGREES TO ITS TERMS. TRUSTOR: HHA DEVELOPMENT LLC a.,:4,:-v ,._ . • By· ~ • ANGELA ;LEIN, Manager of HHA DEVELOPMENT LLC 1 Order: 73722008565 Page 15 of 18 Requested By: Andrew Wickersheim , Printed: 11/3012022 8:02 AM Doc: 2022-439763 TDR 11-17-2022 DEED OF TRUST (Continued) CERTIFICATE OF ACKNOWLEDGMENT Page 16 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document STATE OF ( J,/ ihJ111/(\ COUNTY OF ~£<J.a..01u.J_J2.=(l'?,"'·~q{)1'----- 0n ___ .-'-"/ /,_,/"-'-, 5""------' 20 2.2-befo,e me, I I ss I C/4,6/1;,.,\. ¼fee s;._uar No!;~ 1?,t,(;c (here insert narre and title clt~e offl personally appeared ANGELA KLEIN, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capaclty(ies), and that by hls/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL lY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h•~_x a~ offlclal seal. Signature _ _,_{/i:t_""'..:,,'-'--------------(Seal) Order 73722008565 Page 16 of 18 Requested By: Andrew Wickersheim , Printed. 11/30/2022 8·02 AM Doc: 2022-439763 TDR 11-17-2022 DEED OF TRUST (Continued) (DO NOT RECORD) REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in ful!) Page 17 To:----------------~ Trustee The undersigned is the !egal owner and holder of a!I Indebtedness secured by this Deed of Trust All sums secured by this Deed of Trust have been fully paid and satisfied, You are hereby directed, upon payment to you of any sums owing to you under the terms of this Deed of Trust or pursuant to any applicable statute, to cancel the Note secured by this Deed of Trust (which is delivered to you together with this Deed of Trust), and to reconvey, without warranty, to the parties designated by the terms of this Deed of Trust, the estate now held by you under this Deed of Trust. Please mail the reconveyance and Related Documents to: Date: ________________ _ Beneficiary: ___________ _ By:------------ Its: ___________ _ LaserPro, Ver. 22.2.10.018 Copr. Finastra USA Corporation 1997, 2022. All Rights Reserved. -CA F:\LPL\CFI\LPL\G01.FC TR-6550547 PR-463 -Order: 73722008565 Page 17 of 18 Requested By. Andrew Wickersheim . Printed: 11/30/2022 8:02 AM Doc: 2022-439763 TOR 11-17-2022 EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TD HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ALL THAT PORTION OF LOT 47 IN SEASIDE LANDS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1722, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 28, 1921, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 47, WHICH IS SOUTH 55' 27' WEST 200.00 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT; THENCE SOUTH 55' 27' WEST 50.00 FEET; THENCE NORTH 34' 33' WEST 120.5 FEET; THENCE NORTH 55' 27' EAST 50.00 FEET; THENCE SOUTH 34' 33' EAST 120.50 FEET TO THE POINT OF BEGINNING. APN: 203-110-20-00 • Order: 73722008565 Page 18 of 18 Requested By. Andrew Wickersheim , Printed: 11/30/2022 8.02 AM Doc: 2022-439763 TOR 11-17-2022 RECORDING REQUESTED BY Ticor TIiie • SD Cornrn8l'Clal First-Cltlz.ens Bank & Trust Company OAC 20 PO Box 26592 Ralelgh, NC 27611 •6592 WHEN RECORDED MAIL TO: First-Citizens Bank & Trust Company PO Box 26592 -DAC20 Raleigh, NC 27611--6592 SEND TAX NOTICES TO: HHA DEVELOPMENT LLC 725 ARBUCKLE PL CARLSBAD1 CA 92008 Title Order No, 00926051-017-ZWl DOC# 2022-0439764 111111111111 11111 111111111111111 111111111111111 IIIII IIIII IIIII IIII IIII Nov 17, 2022 08:00 AM OFFICIAL RECORDS Ernest J. Oronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES: $113.00 (SB2 Atkins: $75.00) PAGES:9 FOR RECORDER'S USE ONLY llllll!ililllllll!lll~llllll~llllll!iillllill~illl!l~llllll!lll!~llllllllll!llllll!l!ll~l~lllilllllll!.llllll!lllllllllllll 000000910010598284106511142022000000000000001 ASSIGNMENT OF RENTS THIS ASSIGNMENT OF RENTS dated November 14, 2022, is made and executed between HHA DEVELOPMENT LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, WHOSE ADDRESS IS 725 ARBUCKLE PL., CARLSBAD CA 92008 (referred to below as "Grantor") and First-Citizens Bank & Trust Company, whose address is DAC 20, PO Box 26592, Raleigh, NC 27611 ~6592 (referred to below as "Lender"). ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing security interest In, and conveys to Lender all of Grantor's right, title, and Interest in and to the Rents from the following described Property located In SAN DIEGO County, State of California: See the exhibit or other description document which is attached to this Assignment and made a part of this Assignment as If fully set forth herein. £',.,'Hf8!'r ·,.\' The Property or its address Is commonly known as 725 ARBUCKLE PL, CARLSBAD, CA 92008. This Is an absolute assignment of Rents made in connection with an obligation secured by property pursuant to Californla Clvll Code section 2938. THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS ANO (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT, AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Documents, Granter shall pay to Lender atl amounts secured by this Assignment as they become due, and shall strictly perform al! of Grantor's obilgations under this Assignment. Unless and until Lender exercises its right to collect the Rents as provided below and so long as there is no default under this Assignment, Grantor may remain in possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding. Order: 73722008565 Page 1 of 9 Requested By: Andrew Wickersheim , Printed 11/30/2022 8:02 AM Doc: 2022-439764 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 2 GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: Ownership. Grantor is entitled to receive the Rents free and clear of all rights, loans, Hens, encumbrances, and claims except as disclosed to and accepted by Lender in writing. Right to Assign. Granter has the full right, power and authority to enter into this Assignment and to assign and convey the Rents to Lender. No Prior Assignment. Granter has not previously assigned or conveyed the Rents to any other person by any instrument now in force. No Further Transfer. Granter will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Rents except as provided in this Assignment LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time, and even though no default shall have occurred under this Assignment, to collect and receive the Rents. For this purpose, Lender is hereby given and granted the following rights, powers and authority: Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing all Rents to be paid directly to Lender or Lender's agent. Enter the Property. Lender may enter upon and take possession of the Property; demand, collect and receive from the tenants or from any other persons liable therefor, all of the Rents; institute and carry on all legal proceedings necessary for the protection of the Property, including such proceedings as may be necessary to recover possession of the Property: collect the Rents and remove any tenanl or tenants or other persons from the Property. Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same in repair; to pay the costs thereof and of all services of all employees, including their equipment, and of all continuing costs and expenses of maintaining the Property in proper repair and condition, and also to pay a\l ta:i-es, assessments and water utilit!es, and the premiums on fire and other insurance effected by Lender on the Property. Compllance with Laws. Lender may do any and all things to execute and comply with the laws of the State of California and also all other laws, rules, orders, ordinances and requirements of all other governmental agencies affecting the Property. Lease the Property. Lender may rent or tease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem appropriate. Employ Agents. Lender may engage such agen~ or agents as Lender may deem appropriate, either in Lender's name or in Grantor's name, to rent and manage the Property, Including the cot!ection and application of Rents. Other Acts. Lender may do all such other things' and acts with respect to the Property as Lender may deem appropriate and may act e:i-clusively and solely in the place and stead of Granter and to have all of the powers of Granter for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things, and the fact that Lender shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account and Lender may pay such costs and expenses from the Rents. Lender, in its sole discretion, shall determine the application of any and all Rents received by it; however, any such Rents received by Lender which are not applied to such costs and expenses shalt be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become a part of the Indebtedness secured by this Assignment, and shall be payable on demand, with interest at the Note rate from date of e:i-penditure until paid. 1 Order: 73722008565 Page 2 of 9 Requested By. Andrew Wickersheim , Printed: 11/30/2022 8·02 AM Doc: 2022-439764 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 3 FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Granter under this Assignment, the Note, and the Related Documents, Lender shall execute and deliver to Granter a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Property. Any termination fee required by law shall be paid by Granter, if permitted by appicable law. LENDER'S EXPENDITURES. If any action or proceeding is corrmenced that would materially affect Lender's interest in the Property or if Granter fails to comply with any provision of this Assignment or any Related Documents, including but not lfmited to Grantor's failure to discharge or pay when due any amounts Granter is required to discharge or pay Under this Assignment or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to} take any act!on that Lender deefl""6 appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any tlme levied or placed on the Rents or the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Larder to the date of repayment by Granter. All such expenses Will become a part of the Indebtedness and, at Lender's option, wit! (A) be payable on demand; (8) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Assignment also will secure payment of these amounts. Such right shall be in additlon to all other rights and remedies to which Lender may be entiUed upon the occurrence of any Event of Default. DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Assignment: Payment Default. Granter fails to make any payment when due under the Indebtedness. Other Defaults. Granter falls to comply with or to perform any other term, obligation, covenant or condition contained in this Assignment or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained In any other agreement between Lender and Granter. Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Default In Favor of Third Parties. Any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor's or Grantor's property or ability to perform their respective obligations under this Assignment or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Granter or on Grantor's behalf under this Assignment or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateral!utlon. This Assignment or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether e!ectfon to continue is made), any member withdraws from the limited llabi!ity company, or any other termination of Grantor's existence as a going business or the death of any member, the Insolvency of Granter, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or aga!nst Granter. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self~help, repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event -Order: 73722008565 Page 3 of 9 Requested By. Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439764 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 4 of Default shall not apply if there is a good faith dispute by Granter as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Granter gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in lts sole discretion, as being an adequate reserve or bond for the dispute. Property Damage or Loss, The Property is lost, stolen, substantially damaged, sold, or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. RIGHTS ANO REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option without notice to Granter to declare the entire Indebtedness immediately due and payable, including any prepayment fee that Granter would be required to pay. Collect Rents. Lender shall have the right, without notice to Granter, to take possession of the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. ln furtherance of this right, Lender shaU have all the rights provided for in the Lender's Right to Receive and Collect Rents Section, above. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney~in+fact to endorse instruments received ln payment thereof in the name of Granter and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shall have all olher rights and remedies provided in lhis Assignment or the Note or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election lo make expenditures or to take action to perform an obliget!on of Granter under this Assignment, after Grantor's fallure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Attorneys' Fees; Expenses. If Lender lnstiMes any suit or action to enforce any of the terms of this Assignment. Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by !aw, all reasonable expenses Lerder incurs that in Lender's opinion are necessary at any time for the protection of Its Interest or the enforcement of Its rights shall become a part of the Indebtedness payable on derrend and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, Including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or Order: 73722008565 Page 4 of 9 Requested By: Andrew Wickersheim , Printed: 11130/2022 6:02 AM Doc: 2022-439764 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 5 vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent pennitted by applicable law. Granter also will pay any court costs, in addition to all other sums provided by law. RIGHT TO CURE. Prior to accelerating the Indebtedness secured by this instrument, Lender shall give such notice and opportunity lo cure as may be required by the Note or Credit Agreement secured by this instrument. The provislons of this section shall not supersede or limit the application of any controlling provisions of state law concerning notice of default, the right to cure, or the right to reinstate, and nothing in this instrument shall be deemed a waiver of those provisions; provided, however, that the provisions of the Note or Credit Agreement and any such state law requirements shall run concurrently. GRANTOR'S ADDITIONAL WAIVERS. To the extent permitted by applicable law, Granter also expressly waives all benefits, claims, rights and defenses Granter may have or acquire that are based on: (A) any statutory or common law provision limiting the liability of or requiring the discharge or exoneration of a guarantor or surety; (B) suretyship or impairment of collateral, including any benefits, claims, rights or defenses Guarantor may have or acquire pursuant to sections 3-419 and 3-605 of the Uniform Commercial Code as adopted and amended from time to time by the various states; (C) any statutory or common law provision that releases, discharges, or limits the liability of a remaining obliger fo!lowtng the release of a joint obliger; {D) homestead or exemption laws and any rights thereunder with respect to any collateral taken as security for the Indebtedness; (E) any "one action,'' "antl-deficiencyn or other statutory or common law provision limiting the right of Lender to obtain a judgment against or to otherwise proceed against any person or entity obligated for payment of the Indebtedness (including Granter, if that is the case}, whether before or after the foreclosure, sale or other disposition of any collateral taken as security for the Indebtedness; and (F) any legal or equitable doctrine or principle of marshalling. Lender shall not be required to sell or dispose of collateral in inverse order of alienation or in any other particular order. Without affecting or lessening Lender's rights under this instrument, Lender may do or not do any of the following with respect to the Indebtedness or Note without Grantor's knowledge, consent or joinder: (A) grant extensions of time for payment, (B) grant renewals, (C) permit modifications of payment terms or other terms or conditions, (0) permit assumptions of the Indebtedness or Note, (E) release one or more borrowers or guarantors from liability, and (F) exchange or release any collateral or other security. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: Amendments. This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Caption Headings. Caption headings in this Assignment are for convenience purposes only and are not to be used to interpret or define the provisions of this Assignment. Governing Law. This Assignment will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Assignment has been accepted by Lender In the State of Callfornla. Merger. There shall be no merger of the interest or estate created by this Assignment with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Interpretation, (1) ln al! cases where there is more than one Borrower or Grantor, then all words used in this Assignment !n the singular shall be deemed to have been used in the plural where the context and constructlon so require. (2) lf more than one person signs this Assignment as "Grantor," the obligations of each Granter are joint and several. This means that !f Lender brings a lawsuit, Lender may sue any one or more of the Granters. If Borrower and Granter are not the same person, Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Assignment are for convenience purposes only, They are not to be used to interpret or define the Order: 73722008565 Page 5 of 9 Requested By: Andrew Wickersheim Printed: 11/30/2022 8.02 AM Doc· 2022-439764 AOR 11-17-2022 l provisions of this Assignment. ASSIGNMENT OF RENTS (Continued) Page 6 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver Is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligat!ons as to any future transactions. Whenever the consent of Lender is required under this Assignment, the granting of such consent by Lender in any Instance shal! not constltute continuing consent to subsequent Instances where such consent Is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Any notice required to be given under this Assignment shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimtle (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Assignment. Any party may change its address for notices under this Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Granter agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Granter, any notice given by Lender to any Granter is deemed to be notice given to all Granters. Powers of Attorney. The various agencies and powers of attorney conveyed on Lender under this Assignment are granted for purposes of security and may not be revoked by Granter until such time as the same are renounced by Lender. Severablllty. If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not rrake the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becorres legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Assignment. Unless otherwise required by law, the illegality, invalidity, or unenforceabfl!ty of any provision of this Ass(gnment shall not affect the legality, valJdlty or enforceability of any other provision of this Assignment. Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of Grantor's interest, this Assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Granter, Lender, without notice to Granter, may deal with Grantor's successors with reference to this Assignment and the Indebtedness by way of forbearance or extension without releaslng Granter from the obligations of this Assignment or liability under the Indebtedness. Time ts of the Essence. Time is of the essence in the performance of this Assignment. Waiver of Right of Redemption, NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, GRANTOR HEREBY WA!VES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERlY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Assignment. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the slngular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Assignment shall have the meanings attributed to such terms in the Uniform Commercial Code: Order: 73722008565 Page 6 of 9 Requested By. Andrew Wickersheim , Printed 11/30/2022 8.02 AM Doc: 2022-439764 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 7 Assignment. The word "Assignment" means this ASSIGNMENT OF RENTS, as this ASSIGNMENT OF RENTS may be amended or modified from time to time, together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time. Borrower. The word "Borrower" means HHA DEVELOPMENT LLC. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Assignment in the default section of this Assignment. Granter. The word "Granter" means HHA DEVELOPMENT LLC. Guarantor. The word "Guarantor~ means any guarantor, surety, or accommodation party of any or au of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. Lender. The word "Lender" means First-Citizens Bank & Trust Company, Its successors and assigns. Note. The word "Note" means the promissory note dated November 14, 2022, In the orlglnal prfnclpal amount of $1,738,318.00 from Granter to Lender. together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Property. The word "Property" means all of Grantor's right, title and Interest in and to all the Property as described in the ~Assignment" sect!on of this Assignment. Related Documents. The words ~Related Oocumen:s" mean all promissory notes. credit agreements, loan agreements, security agreements, mortgages, deeds of trust. security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness; except that the words do not mean any guaranty or environmental agreement, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word QRents" means all of Grantor's present and future rights, title and Interest In, to and under any and all present and future leases, including, without limitation, all rents, revenue, income, issues, royalties, bonuses, accounts receivable, cash or security deposits, advance rentals, profits and proceeds from the Property, and other payments and benefits derived or to be derived from such leases of every kind and nature, whether due now or later, including without limitation Grantor's right to enforce such leases and to receive and collect payment and proceeds thereunder. THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER, HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON NOVEMBER 14, 2022. GRANTOR: HHA DEVELOPMENT LLC By·~'~ • ANGE;LEIN, Manager of HHA DEVELOPMENT LLC l Ocd"' 73722008565 Page 7 of 9 Requested By: Andrew Wickersheim , Printed: 11130/2022 8.02 AM Doc. 2022-439764 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) CERTIFICATE OF ACKNOWLEDGMENT Page 8 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. ) ss I COUNTY OF _::~=;i_,_1)--'L-"j ~~r'---- / I µb , 20~ before me, On C64U$fe:: fu,~ N~bk, (here Insert narre and title of tfu; ) personally appeared ANGELA KLEIN, who proved to me on the basis of satisfactory evidence to be the person{s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s}, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL1Y OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand~I seal. Signature _____ ___::,:._ __________ _ (Seal) LaserPro, Ver. 22.2.10.018 Copr. Finaslra USA Corporation 1997, 2022. All Rights Reserved. -CA F:\LPL\CFI\LPL\G14.FC TR-6550547 PR-463 l Order: 73722008565 Page 8 of 9 Requested By. Andrew Wickersheim , Printed. 11/30/2022 8:02 AM Doc. 2022-439764 AOR 11-17-2022 ' EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ALL THAT PORTION OF LOT 47 IN SEASIDE LANDS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1722, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 28, 1921, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 47, WHICH IS SOUTH 55' 27' WEST 200.00 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT; THENCE SOUTH 55' 27' WEST 50,00 FEET; THENCE NORTH 34' 33' WEST 120.5 FEET; THENCE NORTH 55' 27' EAST 50.00 FEET; THENCE SOUTH 34' 33' EAST 120.50 FEET TO THE POINT OF BEGINNING. APN: 203-110-20-00 1 Order: 73722008565 Page 9 of 9 Requested By: Andrew Wickersheim , Printed· 11/30/2022 8:02 AM Doc: 2022-439764 AOR 11-17-2022 RECORDING REQUESTED BY: Ticer Title • SD Commercial AND WHEN RECORDED MAIL TO: First-Citizens Bank & Trust Company P.O. Box 26592 -DAC20 Raleigh, NC 27611-6592 Title Order No. 00926051-995-ZW1 DEED OF TRUST DOC# 2022-0439765 111111111111 lllll 111111111111111 1111111111 mll 1111 11111 IHI 11111111 Nov 17, 2022 08:00 AM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES: $68.00 (SB2 Atkins: $0.00) PAGES: 19 (Please fill in document tltle(s) on this line) 1 0 Exempt from fee per GC27388.l due to being recorded !n connection with concurrent transfer that Is subject to the imposltion of documentary transfer tax, or, 2 D Exempt from fee per GC27388,l due to being recorded In connection with a transfer that was subject to documentary transfer tax which was paid on document recorded previously on _______ (date•) as document number ___________ of Offic!al Records, or, 3 Ill Exempt from fee per GC27388.1 due to the maximum fees being paid on documents tn this transaction, or, 4 O Exempt from fee perGC27388.1 due to the maximum fees having been paid on documents in the transactlon(s) recorded previously on __________ (date•) as document number(s) ______________________ ofOfflc!al Records, or, 5 D Exempt from fee per GC27388.1, document transfers real property that ls a residential dwell!ng to an owner-occupier, or, document Is recorded In connection with concurrent transfer that Is a resldential dwelling to an owner-occupier, or, 6 D Exempt from fee per GC27388.1 due to It being recorded in connection with a transfer of real property that Is a resldentfal dwelling to an owner-occupier. The recorded document transferring the dwe!llng to the owner-occupier was recorded on __________ (date*) as document number(s) 7 □ Exempt from fee per GC27388.1 due to being executed or recorded by the federal govemment In accordance with the Uniform Federal Lien Registration Act, by the state, or any county, municipality or other political subdivision of the state, or, 8 D Exempt from the fee per GC27388.1 (a) (1); Not related to real property, or, 9 O Exempt from fee under GC27388.1 for the followlng reasons: TH 15 PAGE ADDED TO PROVIDE SENAlE Blll2 EXEMPTU,i lNFOIIMAlDII (Addltlona 1 recording feeapplles) Rev 5/18 "'The Prior Recording Reference must have been recorded within the last 60 days and is subject to review Order: 73722008565 Page 1 of 19 Requested By-Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc 2022-439765 TDR 11-17-2022 First-Citizens Bank & Trust Company DAC20 PO Box28592 Raleigh, NC 27611-6592 WHEN RECORDED MAIL TO: First-Citizens Bank & Trust Company PO Box 26592 ~ DAC20 Ralelgh, NC 27611-6592 SEND TAX NOTICES TO: HHA DEVELOPMENT LLC 725 ARBUCKLE PL. CARLSBAD, CA 92008 FOR RECORDER'S USE ONLY llli!llll~i~~llllil~llllllllllllllllllllll~l~OOllmlll;~1wn1~11 000000910010598293108511142022000000000000001 DEED OF TRUST THIS IS A CONSTRUCTION TRUST DEED PURSUANT TO CALIFORNIA CIVIL CODE§ 8174(a) THIS DEED OF TRUST la dated November 14, 2022, among HHA DEVELOPMENT LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, WHOSE ADDRESS IS 725 ARBUCKLE PL., CARLSBAD CA 9200S ("Truotor"); First-Citizens Bank & Trust Company, whose address la OAC 20, PO Box 26592, Rale1gh, NC 27611-8592 (referred to below somet1mes as "'Lender" and sometimes as "Beneficiary"); and Neuse, Incorporated, whose address Is 100 East Tryon Road, Raleigh, NC 27603 (referred to below as "Trustee"). CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants, transfers and assigns to Trustee In trust, with power of sale, for the benefit of Lender as Beneficiary, all of Trustor's right, title, and interest In and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, water rights and ditch rights (including stock In utilities with ditch or irrigation rights); and all other rights, royalties, and profits relatlng to the real property, Including without limitation atl minerals, oi~ gas, geothermal and simllar matters, (the "'Real Property") located In SAN DIEGO County, State of C<fomla: See the exhibit or other description document which Is attached to this Deed of Trust and made a part of this Deed of Trust u If fully set forth herein. :otHfeIT W . The Real Property or its address Is commonly known as 725 ARBUCKLE PL, CARLSBAD, CA 92008. Trustor presently assigns to Lender (also known as Beneficiary In this Deed of Trust) an of Truster's right, title, and Interest In and to all present and future leases of the Property and all Rents from the Property. This Is an absolute assignment of Rents made in connection with an obllgatlon secured by real property pursuant to California avil Code Section 2938. In addition, Truster grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS ANO THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF THE TRUSTOR UNDER THE NOTE, THE RELATED l Order: 73722008565 Doc. 2022-439765 TDR 11-17-2022 THSOEEO OF TRUST IS SECOND AND SUBORDINATE TO A DEED OF TRUSTffECOADED CONOIJRRENTI.Y HEREWITH Page 2 of 19 Requested By Andrew Wickersheim , Printed: 11/30/2022 8:02 AM DEED OF TRUST (Continued) Page 2 DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS Al.SO GIVEN TO SECURE ANY AND ALL OF TRUSTOR'S OBLIGATIONS UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT BETWEEN TRUSTOR AND LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT, OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN, SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOVVING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Truster shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strlctly and in a timely manner perform all of Trustor's obligations under the Note, this Deed of Trust, and the Related Documents. CONSTRUCTION MORTGAGE, This Deed of Trust Is a ~construction mortgage" for the purposes of Sections 9-334 and 2A-309 of the Uniform Commercial Code, as those sections have been adopted by the State of California. POSSESSION AND MAINTENANCE OF THE PROPERTY. Truster agrees that Trustor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Trustor may (1) remain In possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Truster shall maintain the Property In tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its vaJue. Compliance With Envlronmental Laws. Truster represents and warrants to Lender that: (1) During the period of Truster's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Truster has no knowledge of, or reason to believe that there has been, except as previously dlsclosed to and acknowledged by Lender In writing, (a) any breach or violation of any Envtronmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender In writing, (a) neither Truster nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, Including without limitation all Environmental Laws. Truster authorizes Lender and Its agents to enter upon the Property to make such Inspections and tests, at Truster's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Truster or to any other person. The representations and warranties contained herein are based on Truster's due dillgence In investigating the Property for Hazardous Substances. Trustor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Truster becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Truster's ownership or interest in the Property, whether or not the same was or should have been known to Truster. The provisions of this section of the Deed of Trust, Including the obllgatlon to Indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any Interest In the Property, whether by foreclosure or otherwise. Order. 73722008565 Page 3 of 19 Requested By: Andrew Wickersheim , Printed. 11/30/2022 8:02 AM Doc: 2022-439765 TOR 11-17-2022 DEED OF TRUST {Continued} Page 3 Nuisance, Waste. Truster shall not cause, conduct or permit any nutsance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Truster will not remove, or grant to any other party the right to remove, any timber, minerals (lncludlng oil and gas), coal, clay. scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Truster shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Truster to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable tlmes to attend to Lender's interests and to inspect the Reel Property for purposes of Truster's compliance with the terms and conditions of this Deed of Trust. Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and regulations, now or hereafter In effect, of all governmental authorities appllcable to the use or occupancy of the Property, including without !Imitation, the Americans With Disabilities Act. Truster may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Truster has notified Lender In wrttlng prior to doing so and so long as, In Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Truster to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Truster agrees neither to abandon or leave unattended the Property. Truster shall do all other acts, In addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. Construction Loan. If some or all of the proceeds of the loan aeating the Indebtedness are to be used to construct or complete construc:llon of any Improvements on the Property, the Improvements shall be completed no later than the maturity date of the Note (or such ear1ier date as Lender may reasonably establish) and Truster shall pay In full all costs and expenses in connection with the work. Lander will disburse loan proceeds under such terms and conditions as Lender may deem reasonably neces.sary to Insure that the interest aeated by this Deed of Trust shall have priority r:Ner all possible liens, Including those of material suppliers and workmen. Lender may require. arrong other things, that disbursement requests be supported by receipted bills, expense affidavits, waivers of llens, construction progress reports, and such other documentation as Lender may reasonably request. DUE ON SALE • CONSENT BY LENDER. Lender may, at Lender's option, declare Immediately due and payable all sums secured by thls Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A ~sale or transfer" means the conveyance of Real Properly or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary: whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold lnterest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial Interest In or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Trustor ls a corporation, partnership or limited llabillty company, transfer also Includes any restructuring of the legal entity (whether by merger, division or otherwise) or any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership Interests or limited llabillty company interests, as the case may be, of such Truster. However, this option shall not be exercised by Lender If such exercise is prohibited by appllcable law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Truster shall pay when due (and In all events at least ten (10) days prior to delinquency) all taxes, special taxes, assessments, charges (Including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for seivlces rendered or material furnished to the Property. Truster shall maintain the Property free of all liens having '. Order 73722008565 Page 4 of 19 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc· 2022-439765TDR11-17-2022 DEED OF TRUST (Continued) Page 4 priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due, except for the Existing Indebtedness referred to below, and except as otherwise provided ln this Deed of Trust Right to Contest. Truster may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property Is not jeopardized. If a lien arises or Is filed as a result of nonpayment, Truster shall within fifteen (15) days after the lien arises or, if a lien is flied, within fifteen (15) days after Truster has notice of the filing, secure the discharge of the llen, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender In an amount sufficient to discharge the Hen plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional obUgee under any surety bond furnished in the contest proceedings. Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notlc• of Construction. Trustor shall notify Lender at least fifteen (15) days before any work ls commenced, any services are furnished, or any materials are supplied to the Property, If any mechanic's lien, materlalmen's llen, or other llen could be asserted on account of the work, services, or materials. Truster will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Truster can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The fol1owlng provisions relating to Insuring the Property are a part of this Deed of Trust. Maintenance of Insurance. Truster shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full Insurable value covering all Improvements on the Real Property in an amount sufficient to avok:I application of any coinsurance clause, and wlth a standard mortgagee clause in favor of Lender. Truster shall also procure and maintain comprehensive general llabl\lty insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional Insureds in such liability insurance pollcles. Addltlonally, Truster shall maintain such other Insurance, including but not limlted to hazard, business Interruption, and boiler insurance, as Lender may reasonably require. Notwithstanding the foregoing, In no event shall Truster be required to provide hazard Insurance in excess of the replacement value of the Improvements on the Real Property. Pollcles shell be written In form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Trustor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of Insurance In form satisfactory to Lender, Including stipulations that coverages WIii not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall Include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any other person. Should the Real Property be located In an area designated by the Admlnlstrator of the Federal Emergency Management Agency as a special flood hazard area, Truster agrees to obtain and maintain flood insurance. if available, within 45 days aft.er notice is given by Lender that the Property ls located in a special flood hazard area, for the full unpaid prlnclpal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy llmits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Flood Insurance may be purchased under the National Flood Insurance Program, from private insurers providing "private flood insurance" as defined by applicable federal flood insurance statutes and regulations, or from another flood insurance provider that ls both acceptable to Lender in Its sole discretion end permitted by appllcable federal flood insurance statutes and regulations. Application of Proceeds. Trustor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss If Truster fails to do so within fifteen (15) days of the casualty. If ln I Order: 73722008565 Page 5 of 19 Requested By Andrew Wickersheim , Printed: 11/30'2022 8:02 AM Doc: 2022-439765 TDR 11-17-2022 DEED OF TRUST (Continued} Paga 5 Lender's sole judgment Lender's security interest in the Property has been impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If the proceeds are to be applied to restoration and repair, Truster shall repair or replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Truster from the proceeds for the reasonable cost of repair or restoration if Truster Is not In default under this Deed of Trust Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, If any, shall be applled to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Trustor as Truster's interests may appear. Compliance with Exl1tlng lndebtednes1. During the period in which any Existing Indebtedness described below is In effect, compliance with the Insurance provisions contained in the Instrument evidencing such Existing Indebtedness shall constitute compliance with the insurance provisions under this Deed of Trust, to the extent compliance with the terms of this Deed of Trust would constitute a duplication of Insurance requirement. If any proceeds from the Insurance become payable on loss, the provlsions in this Deed of Trust for division of proceeds shall apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness. Trustor's Report on Insurance. Upon request of Lender, however not more than once a year, Trustor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks Insured; (3) the amount of the policy; (4) the property insured. the then current replacement value of such property, and the manner of determining that value; and {5) the expiration date of the policy. Trustor shall, upon request of Lender, have an Independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If 'ElnY action or proceeding is corrmenced that would materially affect Lenders Interest in the Property or If Trustor falls to compty with any provision of this Deed of Trust or any Related Documents, including but not limited to Truster's failure to oomply with any obligation to maintain Existing Indebtedness In good standing as required below, or to discharge or pay when due any amounts Trustor Is required to dfscharge or pay under this Deed of Trust or any Related Documents, Lender on Truster's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, 8l'lCl.lrTDl"8 and other claims, at any time levied or placed on the Property and paying all costs for Insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purpoees will then bear Interest at the rate ct,a-ged under the Note from the date Incurred or paid by l.Bnder to the date of repayment. by Trustor. All such e>¢)8l"IS8S will become a part of the Indebtedness and, at L..ende(s option, will (A) be payable on demand; (B) be added to the belance of the Note and be apportioned among and be payable with any Installment payments to become due during either (1) the term of any applicable Insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due n payable at the Note's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be In adcition to all other rights and rerredies to which Lender may be entitled upon the occurrence of any Event of Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Tltle. Truster warrants that (a) Trustor holds good and marketable title of record to the Property In fee simple, free and dear of all liens and encumbrances other than those set forth In the Real Property description or In the Existing Indebtedness section below or in any title insurance policy, title report, or final title opinion issued In favor of, and accepted by, Lender In connection with this Deed of Trust, and (b) Truster has the full right, power, and authority to execute and deliver this Deed of Trust to Lender. Defense of Title. Subject to the exception in the paragraph above, Trus'tor warrants and will forever defend the title to the Property against the lawful daims of all persons. In the event any action Qr proceeding is 1 Order· 73722008565 Page 6 of 19 Requested By. Andrew Wickersheim , Printed· 11/3012022 8:02 AM Doc: 2022-439765 TDR 11-17-2022 DEED OF TRUST (Continued) Page 6 commenced that questions Trustor's title or the interest of Trustee or Lender under this Deed of Trust, Truster shall defend the action at Truster's expense. Truster may be the nominal party in such proceeding, but Lender shall be entitled to participate In the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Truster wm deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Truster warrants that the Property and Truster's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Truster in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain In full force and effect untll such time as Truster's Indebtedness shall be paid in full. EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Deed of Trust: Existing Lien. The lien of this Deed of Trust securing the Indebtedness may be secondary and inferior to an existing lien. Truster expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any default on such Indebtedness, any default under the Instruments evidencing such Indebtedness, or any default under any security documents for such Indebtedness. No Modification. Truster shall not enter into any agreement with the holder of any mortgage, deed of trust, or other security agreement which has priority over this Deed of Trust by which that agreement is modified, amended, extended, or renewed without the prior written consent of Lender. Truster shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender. CONDEMNATION. The following provisions relating to eminent domain and inverse condemnation proceedings are a part of this Deed of Trust: Proceedings. If any eminent domain or Inverse rondemnation proceeding Is comnenoed affecting the Property, Trustor shall promptly notify Lender in writing, and Truster shall promptly take such steps as rrey be necessary to pursue or defend the action and obtain the award. Truster may be the nominal party in any such proceeding, but Lender shall be entitled, at Its election, to participate in the proceeding and to be represented in the proceeding by counsel of Its own choice, and Trustor will deliver or cause to be delivered to Lender such Instruments a,d documentation es may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If any award is made or settlement entered into In any condemnation proceedings affecting all or any part of the Property or by any proceeding or purchase In lieu of condemnation, L.erder may at its election, and to the extent permitted by law, require that all or any portion of the award or settlement be applied to the Indebtedness and to the repayment of all reasonable costs, expenses, and attorneys' fees Incurred by Trustee or Lender in oonnection with the condemnation proceedings. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORmES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust: Current Taxes, Fees and Charges. Upon request by Lender, Truster shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Truster shall reimburse Lender for all taxes, as described below, together with alt expenses incurred In recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon thls type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust: (2) a specific Order. 73722008565 Page 7 of 19 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Dae: 2022~439765 TOR 11-17-2022 DEED OF TRUST (Continued) Page 7 tax on Truster which Truster is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and Interest made by Trustor. Subsequent Taxes. If art/ tax to which this sectton applies is enacted subsequent: to the date of this Deed of Trust, this event shall have the sarre effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (1) pays the tax before It becomes delinquent, or (2) contests the tax as provided abao.fe in the Taxes and Liens section and deposi1s with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commerclal Code as amended from time to time. Security Interest. Upon request by Lender, Truster shall take whatever action Is requested by Lender to perfect and continue Lender's security interest In the Rents and Personal Property. Truster shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Truster shall not remove, sever or detach the Personal Property from the Property. Upon default, Truster shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Truster and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. AddrnIn. The mailing addresses of Truster (debtor) and Lender (secured party) from which lnformation concerning the security Interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of thls Deed of Trust. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The followlng provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further A1Iurancea. At any time, and from time to time, upon request of Lender, Trustor will rreke, execute and deliver, or wlll cause to be made, exec:utec:I or delivered, to Lender or to Lender's deslgnee, and when requested by Lender, cause to be flied, recorded, refiled, or rerecorded, aa the case rrey be, at such times end in such offices and places as Lender may deem appropiate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, oontinuatlon statements, Instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable In order to effectuate, complete, perfect, continue, or preserve (1) Trustor's obllgatlons under the Note, this Deed of Trust, and the Related Oocumants, and (2) the Hens end security interests created by this Deed of Trust on the Property, whether now owned or hereafter acquired by Trustor. U"'lless prohibited by law or Lender agrees to the contrary in writing, Trustor shall reirrouf'S8 Lender for all costs and expenses Incurred in oonnectlon with the matters referred to In this paragraph. Attorney-in-Fact If Trustor falls to do any of the things referred to in the preceding paragraph, Lender may do so for and In the name of Trusto. and at Trustor's expense. For such purposes, Trustor hereby Irrevocably appoints Lender as Truster's attorney-In-fact for the purpose of making, executing, delivering, filing, recording, and doing ell other things as may be necessaiy or deslrable, in Lender's sole opinion, to accomptlsh the matters referred to ln the precedlr1a1 pa-agraph. FULL PERFORMANCE. If Trustor pays all the lndebtecness when due, and otherwise performs all the obligations Imposed upon Trustor under this Deed of Trust, lBrder shall execute and deliver to Trustee a request for full reconveyance and shall exerute and deliver to Trustor SUtable statements of termination of any financing statement on file evidencing Lender's security Interest in the Rerts and the Personal Property. un:ler may charge Trustor a reasonable reconveyance fee at the time Of reconveyance. Order: 73722008565 Page 8 of 19 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8·02 AM Doc· 2022-439765 TDR 11-17-2022 DEED OF TRUST (Continued) Page 8 EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust: Payment Default Truster fails to make any payment when due under the Indebtedness. Other Defaults. Truster falls to comply with or to perform any other term, obllgation, covenant or condition contained ln this Deed of Trust or In any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Truster. Compliance Default. Fa!lure to comply with any other term, obligation, covenant or condition contained In this Deed of Trust, the Note or In any of the Related Documents. Default on Other Payments. Failure of Truster within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any llen. Default in Favor of Third Parties, Should Trustor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Truster's property or Truster's ability to repay the Indebtedness or Truster's ability to perfonn Trustor's obllgatlons under this Deed of Trust or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Truster or on Truster's behalf under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collaterallzatlon. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security Interest or lien) at any time and for any reason. Death or Insolvency. The dissolution of Truster's (regardless of whether election to continue is made), any member withdraws from the limited llablllty company, or any other termination of Truster's existence as a going business or the death of any member, the insolvency of Trustor, the appointment of a receiver for any part of Trustor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self•help, repossession or any other method, by any creditor of Truster or by any governmental agency against any property securing the Indebtedness. This Includes a garnishment of any of Trustor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Truster as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and If Truster gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, In an amount determined by Lender, In its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Truster and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Truster to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or !!ability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Truster's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Existing Indebtedness. The payment of any installment of principal or any Interest on the Existing Indebtedness is not made within the time required by the promissory note evidencing such indebtedness, or I Ocdec 73722008565 Page 9 of 19 Requested By: Andrew Wickersheim , Printed. 11130/2022 8 02 AM Doc: 2022-439765 TOR 11-17-2022 ' DEED OF TRUST (Continued) Page 9 a default occurs under the instrument securing such indebtedness and is not cured during any applicable grace period In such Instrument, or any suit or other action Is commenced to foreclose any existing lien on the Property. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may exercise any one or rrora of the following rights aid remedies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to pertonn an obligation of Truster under this Deed of Trust, after Truster's failure to perform, shall not affect Lender's right to declare a default and exercise Its remedies. Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trust.a& this Deed of Trust, the Note, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law followlng the recordatlon of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by It In the notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement et such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in such dead of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, Including Trustor, Trustee or Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, Including cost of evidence of title in connectlon with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued Interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. Judicial Foreclosure. With respect to all or any part of the Real Property, Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provlded by Callfomla law. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have ell the rights and remedies of a secured party under the Uniform Commercial Code, including without llmitatlon the right to recover any deficiency in the manner and to the full extent provided by catlfomia law. Collect Rents. Lender shall have the right, without notice to Truster to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs. against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Truster Irrevocably designates Lender as Trustor's attorney-In-fact to endorse Instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obllgatrons for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise Its rights under this subparagraph either In person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if l Ocdec. 73722008565 Page 10 of 19 Requested By. Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439765 TOR 11-17-2022 DEED OF TRUST (Continued) Page 10 permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantlal amount. Employment by Lender shall not disqualify a person from seiving as a receiver. Tenancy at Sufferance. If Trustor rerretns In possession of the Property after the Property Is sold as provided a00\18 or Lender otherwise becomes entitled to posse sslon of the Property upon default of Truster, Truster shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender"s option, either (1) pay a reas0i"l8ble rental for the use of the Property, or (2) vacate the Property irnrnedlately upon the demmcl of Lender. Other Remedies. Trustee or Lender shall have any other right or remedy provided In this Deed of Trust or the Note or available at law or in equity. Notice of Sale. Lender shall give Truster reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other Intended disposition of the Personal Property Is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sate or disposition, Any sale of the Personal Property may be made In conjunction with any sale of the Real Property. Sala of the Property. To the extent permitted by applicable law, Trustor hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portlon of the Property. Attorneys' Fus; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Larder shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial 800 upon any appeal. Vllhether or not any court action Is involved, and to the extent not prohibited by law, all reaaoneble expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of Its interest or the enforcement of Its rights shall become a part of the lnc:lebtedne8S payable on derrend and shall bear interest at the Note rate from the date of the expenditure until repaid. ecpenses covered by this paragraph indude. without limltation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, Including attorneys' fees and experses for bankruptcy proceedngs (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching recordS. obtaining title reports (induding foreclosure reports), surveyors' reports, and appraisal fees, tltle Insurance, and fees for the Trustee, to the extent permitted by applicable law. Truster also will pay any court costs, in addition to all other sums provided by law. Rights of Trustee. Trustee shall have al1 of the rights and duties of Lender as set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers end obllgatlons of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Truster: (a} Join In preparing and filing a map or plat of the Real Property, Including the dedication of streets or other rights to the public; (b) Join in granting any easement or creating any restriction on the Real Property; and (c) join In any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. Obllgatlons to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Truster, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. ln addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, end Lender shall have the right to foreclose by judicial foreclosure, In either case in accordance with and to the full extent provided by applicable law. Order 73722008565 Page 11 of 19 Requested By. Andrew Wickersheim , Printed. 11130/2022 8:02 AM Doc: 2022-439765 TOR 11-17-2022 DEED OF TRUST (Continued) Page 11 Succeaaor Trustee. Lender, at Lender's option, may from tlme to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an Instrument executed and acknowledged by Lender and recorded In the office of the recorder of SAN DIEGO County, State of California. The instrument shall contain, in addition to all other matters required by state law, the names of the original Lender, Trustee, and Truster, the book and page where this Deed of Trust is recorded, and the name and address of the successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors In interest. The successor trustee, without conveyance of the Property, shall succeed to all the tlt!e, power, and duties conferred upon the Trustee in this Deed of Trust and by appllcable law. This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, Is made a public record as provided by law. NOTICES. Any notice required to be given under this Deed of Trust shall be given In writing, and shall be effective when actually delivered, when actually received by telefacslmDe (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, If malled, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Truster requests that copies of any notices of default and sate be directed to Truster's address shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change Its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice Is to change the party's address. For notrce purposes, Trustor agrees to keep Lender informed at all times of Truster's current address. Unless otherwise provided or required by law, if there is more than one Truster, any notice given by Lender to any Truster is deemed to be notice given to all Trustors. STATEMENT OF OBLIGATION FEE. Lender may collect a fee, not to exceed the maximum amount permitted by law, for fumlshing the statement of obligation as provided by Section 2943 of the Civil Code of California. TRUSTOR'S ADDITIONAL WAIVERS. To the extent permitted by applicable law, Truster also expressly waives all benefits, claims, rights and defenses Truster may have or acquire that are based on: (A) any statutory or common law provision limiting the liability of or requiring the discharge or exoneration of a guarantor or surety; (B) the law of suretyship or impainnent of collateral, including any benefits, claims, rights or defenses Guarantor may have or acquire pursuant to sections 3-419 and 3-605 of the Uniform Commercial Code as adopted and amended from time to time by the various states; (C) any statutory or common law provision that releases, discharges, or limtts the liability of a remaining obliger following the release of a jolnt obliger; (0) homestead or exemption laws and any rights thereunder with respect to any collateral taken as security for the Indebtedness; (E) any ~one action," "anti-deficiency" or other statutory or common law provision limiting the right of Lender to obtain a judgment against or to otherwise proceed against any person or entity obllgated for payment of the Indebtedness (Including Truster, If that is the case), whether before or after the foreclosure, sale or other disposition of any collateral taken as security for the Indebtedness; and (F) any legal or equitable doctrine or principle of marshalling. Lender shall not be required to sell or dispose of collateral in inverse order of alienation or in any other particular order. Without affecting or lessening Lender's rights under this Instrument, Lender may do or not do any of the following with respect to the Indebtedness or Note without Truster's knowledge, consent or jolnder: (A) grant extensions of time for payment, (B) grant renewals, (C) permit modifications of payment terms or other terms or conditions, (D) permit assumptions of the Indebtedness or Note, (E) release one or more borrowers or guarantors from liability, and (F) exchange or release any collateral or other security. RIGHT TO CURE. Prior to accelerating the Indebtedness secured by this Instrument, Lender shall give such notice and opportunity to cure as may be required by the Note or Credit Agreement secured by this instrument. The provisions of this section shall not supersede or limit the application of any controlling provisions of state law concerning notice of default, the right to cure, or the right to reinstate, and nothing in this Instrument shall be deemed a waiver of those provisions; provided, however, that the provisions of the Note or Credit Agreement and any such state law requirements shall run concurrently. l Order· 73722008565 Page 12 of 19 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439765 TOR 11-17-2022 DEED OF TRUST (Continued) Page 12 MODIFICATIONS AND EXTENSIONS. The tenn1 of any Note, Credit Agreement or other Instrument evidencing the lndebtadnass or any other obligation aacured by this instrument may be changed from time to time by agreement between the holder{•) thereof and the parties obligated thereon u maker(s). Such changes may include, without llmitatlon. the renewal, extension. modification, amendment, refinancing, restatement and/or Increase of the obligation. For example, the hotdar(s) and maker(s) may agree to (a) lnC1'8888 or decrease the Interest rate, (b) convert the obligation to or from a cloud-end or an open-end obllgatlon, (c) convert the obligation to or from a fixed Interest rate obligation or an adjustable interest rate obllgatlon, {d) Increase or decrease the payment amount. (e) change the payment schedule, (f) extend or shorten the time during which future advances may be made, (g) advance and/or re-advance loan proceed&, (h) amortize a balloon payment, (I) extend or shorten the maturity date, 0) lncruse the principal amount. face amount, and/or credit llmlt of the instrument evidencing the obligation, and/or (k) any combination of the foregoing. To the extent pennltted by law, the obligation as so changed from tbne to time and all future advances and re-advances relating thereto shall be and continue to be secured by this Instrument with a priority as of the date thla Instrument la rec;orded, regardless of whether any record of such change Is filed or recorded or when funds are advanced or re-advanced. FUTURE ADVANCES. This Instrument secures not only existing indebtednesses and advances made contemporaneously with the execution of this instrument. but else future advances, whether obligatory, optional, or both, and whether made under open~end credit agreements or otherwise, to the same extent as if such future advances were made contemporaneously with the execution of this Instrument, even if no advance is made at the time of the execution of this instrument and even if no indebtedness is outstanding at the time any advance is made. Any advances (whether obligatory, optional, or both) made by Lender under the terms of any Note, Credit Agreement or other Instrument or obligation secured by this Instrument, and any modification, amendment, extension, or renewal thereof, together with Interest thereon, shall be secured by this instrument with a priority as of the date this Instrument is recorded. ADDITIONAL COLLATERAL; SECURITY AGREEMENT. Truster hereby grants and conveys to Lender a Uniform Commercial Code security Interest in the following additional collatera! (collectlvely, the •Addltlonal CollateralR), whether now owned or hereafter acquired by Truster: (a) all Personal Property, (b) an Rents, (c) all building materials, supplies, Inventory, equipment, fixtures, furnishings and/or other goods (but excluding any household goods) Intended for use, used, or usable In the construction, repair, renovation, operation or maintenance of Improvements constructed or to be constructed on the Real Property, (d) all construction, engineering, and architectural contracts and all plans, drawings and specifications relating to the construction, repair or renovation of improvements on the Real Property, and (e) all attachments, accessories and accessions to any of the foregoing and all replacements of and proceeds from the foregoing. This instrument shall constitute a Security Agreement as to the Addltlonal Collatera!, and Lender shall have all of the rights wlth respect thereto of a secured party under the Unifonn Commercial Code as enacted and amended from time to time In the state In which the Real Property is located. lender 1s authorized to file at Truster's expense such financing statements and other filings as Lender shall deem appropriate to perfect and continue Lender's security interest In the Additional Collateral. Truster shall reimburse Lender for all expenses Incurred in perfecting or continuing this security interest. Upon default, Truster shall not remove, sever or detach any AddiUonal Collateral from the Real Property. and Truster shall assemble all Additional Collateral not affixed to the Property in a manner and at a place reasonably convenient to Truster and Lender and make It available to Lender within three days after receipt of written demand from Lender to the extent permitted by applicable law. 'The mailing addresses of Trustor (debtor) and Lender (secured party) from which fnformatlon concerning the security Interest granted by this instrument may be obtained (each as required by the Uniform Commerclal Code) ere as stated on the first page of this Deed of Trust. This provision Is In addition to (and does not supersede) any other provision of this Instrument granting Lender a security Interest In personal property. INFORMATION ABOUT OTHER LIENS. Lender Is authorized to obtain such infonnatlon about other liens or claims of llen on the Real Property as Lender may reasonably request from the each creditor or other person or entity that has, clalms to have, or asserts a lien on the Real Property. The Information requested may include, but is not limited to, the nature of the lien or claim of Uen, the circumstances under which the Hen or claim of lien arose, and the amount required to satisfy the lien or claim of lien. The creditors or other persons or entitles l o,aec, 73722008565 Page 13 of 19 Requested By: Andrew Wickersheim , Printed: 11130/2022 8·02 AM Doc: 2022-439765 TOR 11-17-2022 DEED OF TRUST (Continued) Page 13 that have, claim to have, or assert a lien on the Reel Property are authorized and directed to promptly provide to Lender the information requested by Lender. This provision applies whether the lien or claim of lien Is superior or subordinate in priority to the lien of this instrument. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth In th!s Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property Is used for pllp068S other than Trustor's residence, Trustor shall furnish to Lender, upon request, a certified statement of net operatlng inoome received from the Property during Trustor's previous fiscal year In such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures rrede in connection with the operation of the Property. Caption Headings, Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to Interpret or define the provisions of this Deed of Trust Merger. There shall be no merger of the Interest or estate created by this Deed of Trust with any other interest or estate In the Property at any time held by or for the benefit of Lender In any capacity, without the written consent of Lender. Governing Law. Thie Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Callfomia without regard to Ila conflicts of law provisions. Thia Dead of Trust has been accepted by Lender In the State of California. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given In writing and signed by Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right or any other right. A waiver by Lander of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of thts Deed of Trust. No prior waiver by Lender, nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of Lender's rights or of any of Truster's obllgatlons as to any future transactions. Whenever the consent of Lender Is required under this Deed of Trust, the granting of such consent by Lender In any instance shall not constitute continuing consent to subsequent Instances where such consent Is required and In all cases such consent may be granted or withheld in the sole discretion of Lender. Saverablltty. If a court of competent jurisdiction finds any provision of this Deed of Trust to be Illegal, Invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, Invalid, or unenforceable as to any other circumstance. Jf feasible, the offending provision shall be considered rrodlfied so that it becorres legal. valid and enforceable. If the offending provision cannot be so modified, It shall be considered deleted from this Deed of Trust. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality, validity or enforceability of any other provision of this Deed of Trust. Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Truster's Interest, this Deed of Trust shall be binding upon and Inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Trustor, Lender, without notice to Truster, may deal with Truster's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Truster from the obligations of this Deed of Trust or liabillty under the Indebtedness. Time ls of the Essence. Tlme Is of the essence in the perfonnenca of this Deed of Trust. DEFINITIONS. The following capitalized words and terms shall have the followlng meanings when used ln thts Deed of Trust. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts L Order. 73722D08565 Page 14 of 19 Requested By: Andrew Wickersheim , Printed: 1113012D22 8:02 AM Doc: 2D22-439765 TOR 11-17-2022 DEED OF TRUST (Continued) Page 14 In lawful money of the United States of America. Words and terms used in the singular shall Include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms In the Uniform Commercial Code: Beneficiary. The word neeneficiaryn means First-Citizens Bank & Trust Company, and its successors and asslgns. Borrower. The word "Borrower'' means HHA DEVELOPMENT LLC and Includes all coMslgners and co~makers signing the Note and all their successors and assigns. Deed of Trust. The words "Deed of Trust• mean this Deed of Trust among Truster, Lender, and Trustee, and includes without limitation all assignment and security Interest provisions relating to the Personal Property and Rents. Envlronmental Lawa. The words ~Environmental Laws~ mean any and an state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Llablllty Act of 1980, as emended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Supertund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (nSARA~), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other appUcable state or federal laws, rules, or regulations adopted pursuant thereto. Event of OefauH. The words "Event o1 Default" mean any of the events of default set forth In this Deed of Trust in the events of default section of this Deed of Trust. Existing Indebtedness. The words ~Existing Indebtedness" mean the Indebtedness described ln the Existing Liens provision of this Deed of Trust. Guarantor. The word 9 Guarantorn means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, Including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words •Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemlcal or Infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when Improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also Includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "lmprovementsw means all existing and future Improvements, bulldlngs, structures, mobile homes affixed on the Real Property, facllities, additions, replacements and other construction on the Real Property, Indebtedness. The word glndebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolldatlons of end substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Truster's obligations or expenses incurred by Trustee or Lender to enforce Truster's obligations under this Deed of Trust, together with Interest on such amounts as provided In this Deed of Trust. Lender. The word "Lender" means First~Cltizens Bank & Trust Company, Its successors and assigns. Note. The word "NoteH means the promissory note dated November 14, 2022, in the original prlnclpal amount of $765,545.00 from Trustor to Lender, together with all renewals of, extensions of, modifications l Order. 73722008565 Page 15 of 19 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc· 2022-439765 TDR 11-17-2022 DEED OF TRUST (Continued) of, reflnancings of, consolidations of, and substitutions for the promissory note or agreement. Page 15 Personal Property. The words •Personal Property• mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Truster, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (Including without limitation alt Insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. The words "Personal Property• also include all tangible and Intangible items obtained or owned by, or In the possession of Truster that are directly or lndlrectly related to the acquisition, development, design, construction, permitting, marketing, or habitation of the Real Property or the Improvements to be constructed on the Real Property, whether heretofore or hereafter issued, prepared, or executed, Including without !Imitation all permits, licenses, authorizations and approvals, trademarks and tradenames, and any and all land use entitlements, development rights, sewer capacity, approvals, density allocations and other rights or approvals relatlng to or authorizing the development or occupancy of the Property, plus all utlllty or other deposits, reimbursement rights, studies, tests, contracts, plans and specifications, relating to the Property end Improvements. Property. The word •Propertyn means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, Interests and rights, as further described in this Oaed of Trust. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed In connection with the Indebtedness; except that the words do not mean any guaranty or environmental agreement, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future leases, rents, revenues, Income, Issues, royalties, profits, and other benefits derived from the Property together with the cash proceeds of the Rents. Trustee. The word nTrustee• means Neuse, Incorporated, whose address is 100 East Tryon Road, Rale!gh, NC 27603 and any substitute or successor trustees. Trustor. The word nTrustor~ means HHA DEVELOPMENT LLC. TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND TRUSTOR AGREES TO ITS TERMS. TRUSTOR: HHA DEVELOPMENT LLC ~--. KLEIN, Manager of HHA DEVELOPMENT LLC 1 Order: 73722008565 Page 16 of 19 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439765 TOR 11-17-2022 DEED OF TRUST (Continued) CERTIFICATE OF ACKNOWLEDGMENT Page 16 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate ls attached, and not the truthfulness, accuracy or validity of that document. STATE OF C:J!ifur!J;O ~ )~ COUNTY OF ~•l 0•~ ) on ___ 11+'/1-=::>----~• 20 :Z:Z.. before me, C~;)s6m J& Sm,~ N,i®L l'u(,/,e, 1 {here insert narre and title bf the ~) personally app8El'8d ANGELA KLEIN, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same ln his/her/their authorized capacity(les). and that by his/her/their signature{s) on the lnstrumei:,t the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of Cellfomla that the foregoing paragraph Is true and correct. WITNESS my handx seal. Signature ___ r;Qk_sc___,-=,J------------ a CHRl5TIAH PtTER SAUU .. Notary Public • Callfornt1 I 5111 01910 CQU!lty j Col!lffllulontll!69'!i1 I • 0 0 ;v com;, !:P!es }:'U0.203; (Seal} Order: 73722008565 Page 17 of 19 Requested By: Andrew Wickersheim , Printed· 11/30/2022 8:02 AM Doc: 2022-439765 TDR 11-17-2022 DEED OF TRUST (Continued) (DO NOT RECORD) REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) Page 17 To: ----------------~Trustee The undersigned Is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust have been fully pakl and satisfied. You are hereby directed, upon payment to you of any sums owing to you under the terms of this Deed of Trust or pursuant to any applicable statute, to cancel the Note secured by this Deed of Trust (which is delivered to you together with thls Deed of Trust), and to reconvey, without warranty, to the parties designated by the terms of this Deed of Trust, the estate now held by you under this Deed of Trust. Please mall the reconveyance and Related Documents to; Date: _______________ _ Beneficiary: __________ _ By: ________ _ Its: __________ _ LasarPro, Ver. 22.2.10.018 Copr. Flnastra USA Corporation 1997, 2022. All Rights Reserved. -CA F:\LPL\CFI\LPL\G01.FC TR-6550549 PR-463 Order: 73722008565 Page 18 of 19 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439765 TOR 11-17-2022 EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ALL THAT PORTION OF LOT 47 IN SEASIDE LANDS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1722, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 28, 1921, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 47, WHICH IS SOUTH 55° 27' WEST 200.00 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT; THENCE SOUTH 55° 27' WEST 50.00 FEET; THENCE NORTH 34° 33' WEST 120.5 FEET; THENCE NORTH 55° 27' EAST 50.00 FEET; THENCE SOUTH 34° 33' EAST 120.50 FEET TO THE POINT OF BEGINNING. APN: 203-110-20-00 Order: 73722008565 Page 19 of 19 Requested By. Andrew Wickersheim , Printed: 11/3012022 8:02 AM Doc. 2022-439765 TOR 11-17-2022 ------·---------------- RECORDING REQUESTED BY: DOC# 2022-0439766 I 11111111111 1111111111111111111 lllll lllll lllll lllll 111111111111111111 Ticor Title -SD Commercial Nov 17, 2022 08:00 AM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., AND WHEN RECORDED MAIL TO: SAN DIEGO COUNTY RECORDER FEES: $44.00 (SB2 Atkins: $0.00) PAGES: 11 First-Citizens Bank & Trust Company P.O. Box 26592 -DAC20 Raleigh, NC 27611-6592 Tltle Order No. 00926051--995-ZW1 ASSIGNMENT OF RENTS (Please fill In document tltle{s) on this line) 1 0 Exempt from fee per GC27388.l due to being recorded In connection with concurrent transfer that is subject to the Imposition of documentary transfer tax, or, 2 0 Exempt from fee per GC27388.1 due to being recorded In connection with a transfer that was subject to documentary transfer tax which was paid on document recorded previously on _______ (date•) as document number of Official Records, or, 3 Ill Exempt from fee per GC27388.1 due to the maximum fees being paid on documents in this transaction, or, 4 D Exempt from fee per GC27388.1 due to the maximum fees having been paid on documents In the transaction(s} recorded previously on __________ (date*) as document number(s) ______________________ of Official Records, or, S O Exempt from fee per GC27388.1, document transfers real property that Is a resldentlal dwetllng to an owner-occupier, or, document Is recorded Jn connection w!th concurrent transfer that Is a resJdentJal dwelling to an owner-occupier, or, 6 D Exempt from fee per GC27388.l due to lt being recorded in connection with a transfer of real property that ls a residential dwelling to an owner-occupier. The recorded document transferring the dwelllng to the owner-occupier was recorded on __________ (date•) as document number{s) 7 D Exempt from fee per GC27388.1 due to being executed or recorded by the federal government In accordance with the Uniform Federal Lien Registration Act, by the state, or any county, municipality or other politlca! subdivision of the state, or, 8 D Exempt from the fee per GC 27388.1 (a) (l); Not related to real property, or, 9 D Exempt from fee under GC27388.1 for the following reasons; THIS PAGE ADDED TO PROVIDE SENATE8lll2EXEMPTIONINfQPM6.1TON {Additional record lngfeeapplles) Rev 5/18 ~he Prior Recording Reference must have been recorded within the lart 60 days and is subject to review Order: 73722008565 Page 1 of 11 Requested By: Andrew Wickersheim , Printed: 11/30(2022 8:02 AM Doc: 2022-439766 AOR 11-17-2022 First-Citizens Bank & Trust Company DAC20 PO Box 28592 Raleigh, NC 27611-.6592 WHEN RECORDED MAIL TO: First-Citizens Bank & Trust Company PO Box 28592 -OAC20 Raleigh, NC 27611-8592 SEND TAX NOTICES TO, HHA DEVELOPMENT LLC 725 ARBUCKLE PL. CARLSBAD, CA 92008 FOR RECORDER'S USE ONLY 000000910010598293106511142022000000000000001 ASSIGNMENT OF RENTS THIS ASSIGNMENT OF RENTS dated November 14, 2022, is made and executed between HHA DEVELOPMENT LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, WHOSE ADDRESS IS 725 ARBUCKLE PL., CARLSBAD CA 92008 (referred to below as •Grantor"') and First-Citizens Bank & Trust Company, whose address Is DAC 20, PO Box 26592, Raleigh, NC 27611-6592 (referred to below as "'Lender"). ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing eecurity interest in, and conveys to Lender all of Grantor's right. title, and interest In and to the Rents from the following described Property located In SAN DIEGO County, State of Caltfomia: See the exhibit or other description document which is attached to this Assignment and made a part of this Assignment as if fully set forth herein. ~m-m3n "A' The Property or Its addrns Is commonly known as 725 ARBUCKLE PL, CARLSBAD, CA 92008. This is an abeoluts assignment of Rents made in connection with an obllgatlon secured by property pursuant to Callfomla Clvll Code section 2938. THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF lliE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT, AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided In this Assignment or any Related Documents, Grantor shall pay to Lender all amounts secured by this Assignment as they become due, and shall strlctly perform all of Grantor's obligations under this Assignment. Unless and until Lender exercises Its right to collect the Rents as provided below and so long as there is no default under this Asslgnment, Grantor may remain in possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding. I Order: 73722008565 Page 2 of 11 Requested By. Andrew Wickersheim , Printed: 11/30/2022 8·02 AM Doc. 2022-439766 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 2 GRANTOR'S REPRESENTATIONS AND WARRANTIES. Granter warrants that: Ownership. Grantor Is entitled to receive the Rents free and clear of all rights, loans, liens, encumbrances, and clalms except as disclosed to and accepted by Lender in writing. Right to Assign. Grantor hes the full right, power and authority to enter into this Assignment and to assign and convey the Rents to Lender. No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any lnstrument now in force. No Further Transfer. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights In the Rents except as provided In this Assignment. LENDER'S RIGHT TO RECEIVE AND COUECT RENTS. Lender shell have the right et any time, and even though no default shall have occurred under this Assignment, to collect and receive the Rents. For this purpose, Lender Is hereby given and granted the following rights, powers and authority: Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing all Rents to be paid dlrectly to Lender or Lender's agent. Enter the Property. Lender may enter upon and take possession of the Property; demand, collect and receive from the tenants or from any other persons liable therefor, all of the Rents; institute and carry on all legal proceedings necessary for the protection of the Property, including such proceedings as may be necessary to recover possession of the Property; collect the Rents and remove any tenant or tenants or other persons from the Property. Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same In repair, to pay the costs thereof end of all services of all employees, including their equipment, and of all continuing costs and expenses of maintaining the Property in proper repair and condition, and also to pay all taxes, assessments and water utlllties, and the premiums on fire and other Insurance effected by Lender on the Property. Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of California and also all other laws, rules, orders, ordinances and requirements of all other governmental agencies affecting the Property. Leasa the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem approprlate. Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate, either In Lender's name or ln Grantor's name, to rent and manage the Property, including the collection and application of Rents. Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem approprlate and may act exclusively and solely in the place and stead of Grantor and to have a!I of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things, and the fact that Lender shell have pertormed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses incurred by Lender In connection with the Property shell be for Grantor's account and Lender may pay such costs and expenses from the Rents. Lender, In lts sole disaetlon, shall determine the applfcatlon of any and all Rents received by it; however, any such Rents received by Lender which are not applied to such oosts and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become e part of the lndebtedn88S secured by this Assignment, end shall be payable on demand, with interest at the Note rate from date of expenditure until paid. L Order: 73722008565 Page 3 of 11 Requested By: Andrew Wickersheim , Printed: 11/3012022 8:02 AM Doc: 2022-439766 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 3 EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Assignment: Existing Lien. The lien of this Assignment securing the Indebtedness may be secondary and Inferior to an existing lien. Granter expressly covenants and agrees to pay, or see to the payment of, the ExisUng Indebtedness and to prevent any default on such indebtedness, any default under the Instruments evidencing such indebtedness, or any default under any security documents for such Indebtedness. No Modification. Granter shall not enter into any agreement with the holder of any mortgage, deed of trust, or other security agreement which has priority over this Assignment by which that agreement is modified, amended, extended, or renewed without the prior written consent of Lender. Granter shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender. FULL PERFORMANCE. If Grantor pays all of the Indebtedness v.hen due and otherwise performs all the obligations irrposed upon Grantor under this Assignment, the Note, and the Related Documants, Lender shall execute and deltver to Grantor a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file fMdenclng Lender's security Interest In the Rents and the Property. Any termination fee required by law shall be paid by Grantor, if permitted by applicable law. LENDER'S EXPENDITURES. If any action or proceeding Is corrmenced that would rreterial1y affect Lsnder's Interest In the Property or If Granter fails to comply with any provision of this Assignment or any Related Documents, Including but not llmited to Grantor's failure to discharge or pay when due any amounts Grantor Is required to discharge or pay under this Assignment or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, Including but not limited to discharging or paying all taxes, liens, security interests, enruni:lr'arceS and other dalms, at any time levied or placed on the Rents or the Property and paying all oosts for insuring, maintaining and preserving the Property. All such expenditures Incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by lender to the date of repayment by Granter. All such expet ises will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned amcng en:! be payable with any installment payments to become due during either (1) the tenn of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Assignment also will secure payment of these amounts. SUch right shall be ln addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default. DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Assignment: Payment Default. Granter fails to make any payment when due under the Indebtedness. Other Defaults. Granter fails to comply with or to perlorm any other term, obligation, covenant or condition contained In this Assignment or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Granter. Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or Insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Default In Favor or Third Parties. Any guarantor or Granter defaults under any Joan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, In favor of any other creditor or person that may materially affect any of any guarantor"s or Grantor's property or ability to perform their respective obligations under this Assignment or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Granter or on Grantor's behalf under thls Assignment or the Related Documents ls false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. l Order: 73722008565 Page 4 of 11 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439766 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 4 Defective Collaterallzatlon. This Assignment or any of the Related Documents ceases to be !n full force and effect (includlng failure of any coHateral document to create a valid and perfected security interest or llen) at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue Is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of Granter, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout. or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Granter. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judtclal proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property securing the Indebtedness. This Includes a garnishment of any of Grantor's accounts, including deposit accounts, w!th Lender. However, this Event of Default shall not apply if there is a good faith dispute by Granter as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Granter gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount detennlned by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or dlsputes the validity of, or llability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Existing Indebtedness. The payment of any installment of principal or any interest on the Existing Indebtedness is not made within the time required by the promissory note evidencing such Indebtedness, or a default occurs under the instrument securing such indebtedness and Is not cured during any applicable grace period In such instrument, or any suit or other action is commenced to foreclose any existing lien on the Property. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option without notice to Granter to declare the entire Indebtedness immediately due and payable, including any prepayment fee that Granter would be required to pay. Collect Rents. Lender shall have the right, without notice to Granter, to take possession of the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right. Lender shalt have all the rights provided for In the Lender's Right to Receive and Collect Rents Section, above. lf the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Granter and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise Its rights under this subparagraph either In person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent l Order: 73722008565 Page 5 of 11 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439766 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page s value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shaU have all other rights and remedies provided in this Assignment or U,e Note or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to maKe expenditures or to take action to perfonn an obllgation of Granter under this Assignment, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Attorneys' FHs; Expenaas. If Lender institutes any suit or action to enforce any of the tenns of this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. ""11ether or not any court action is involved, end to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its Interest or the enforcement of its rights shall become a part of the Indebtedness payable on derrend ard shall bear interest at the Note rate from the date of the expenditure until repaid. 8cpenses covered by this paragraph Include, without limitation, however subject to any llmlts under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, end arry anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), suiveyors• reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by eppllcable law. Granter also will pay any court costs, in addition to all other sums provided by law. RIGHT TO CURE. Prior to accelerating the Indebtedness secured by this instrument, Lender shall give such notice and opportunity to cure as may be required by the Note or Credit Agreement secured by this instrument. The provisions of this section shall not supersede or limit the application of any controlling provisions of state law concerning nottce of default, the right to cure, or the right to reinstate, and nothing in this Instrument shall be deemed a waiver of those provisions; provided, however, that the provisions of the Note or Credit Agreement and any such state law requirements shall run concurrently. GRANTOR'S ADDITIONAL WAIVERS. To the extent permitted by applicable Jaw, Grantor also expressly waives all benefits, clalms, rights and defenses Granter may have or acquire that are based on: (A) any statutory or common law provision llmitlng the Jiabillty of or requiring the discharge or exoneration of a guarantor or surety; {B) suretyship or Impairment of collateral, including any benefits, claims, rights or defenses Guarantor may have or acquire pursuant to sections 3-419 and 3-605 of the Uniform Commercial Code as adopted and amended from time to time by the various states; (C) any statutory or common law provision that releases, discharges, or limits the liability of a remaining obliger following the release of a joint obliger; (D) homestead or exemption laws and any rights thereunder with respect to any collateral taken as security for the Indebtedness; (E) any ·one actfon,ff "anti-deficiency• or other statutory or common law provision limiting the right of Lender to obtain a judgment against or to otherwise proceed against any person or entity obligated for payment of the Indebtedness {including Grantor, If that Is the case), whether before or after the foreclosure, sale or other disposition of any collateral taken as security for the Indebtedness: and (F) any legal or equitable doctrine or principle of marshalling. Lender shall not be required to sell or dispose of collateral ln Inverse order of allenatlon or In any other particular order. Without affecting or lessening Lender's rights under this instrument, Lender may do or not do any of the following with respect to the Indebtedness or Note without Grantor's knowledge, consent or joinder: (A) grant extensions of time for payment, (B) grant renewals, (C) permit modlfications of payment terms or other terms or conditions, (D) permit assumptions of the Indebtedness or Note, {E) release one or more borrowers or guarantors from liability, and (F) exchange or release any collateral or other security. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: Amendments. This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Assignment. No alteration of Order: 73722008565 Page 6 of 11 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022"439766 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 6 or amendment to this Assignment shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Caption Headings. Caption headings In this Assignment are for convenience purposes only and are not to be used to Interpret or define the provisions of this Assignment. Governing Law. This Assignment wlll be governed by federal law appUcable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to fte conflicts of law provisions. This Assignment has been accepted by Lender In the State of Callfornla. Merger. There shall be no merger of the interest or estate created by this Assignment with any other Interest or estate in the Property at any time held by or for the benefit of Lender In any capacity, without the written consent of Lender. Interpretation. (1) In all cases where there rs more than one Borrower or Granter, then all words used in this Assignment in the singular shall be deemed to have been used In the plural where the context and construction so require. (2) If more than one person signs this Assignment as "Granter," the obligations of each Granter are joint and several. This means that if Lender brings a lawsult, Lender may sue any one or more of the Granters. If Borrower and Granter are not the same person, Lender need not sue Borrower first, and that Borrower need not ba Joined in any lawsuit. {3) The names given to paragraphs or sections In this Assignment are for convenience purposes only. They are not to be used to Interpret or define the provisions of this Assignment. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment No prior waiver by Lender, nor any course of dealing between Lender and Granter, shall constitute a waiver of any of Lender's rights or of any of Grantor's obllgatfons as to any future transactions. Whenever the consent of Lender is required under this Assignment, the granting of such consent by Lender In any instance shall not constitute conUnuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld ln the sole discretion of Lender. Notices, Any notice required to be given under this Assignment shall be given In writing, and shall be effective when actually d8'1vered, when actually received by tetefacsimlle (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if malled, when deposited in the United States mall, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Assignment. Any party may change Its address for notices under thls Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Granter agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, If there is more than one Granter, any notice given by Lender to any Granter is deemed to be notice given to all Granters. Powers of Attorney. The various agencies and powers of attorney conveyed on Lender under this Assignment are granted for purposes of security and may not be revoked by Grantor until such time as the same are renounced by Lender. Severablllty. If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision Illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be oonsidered modified so that it becorna8 legal, valki and enforceable. If the offending provision cannot be so modified, It shall be considered deleted from this Assignment. Unless otherWlse required by law, the Illegality, Invalidity, or unenforceabi!lty of any provislon of this Assignment shaft not affect the legality, validity or enforceability of any other provision of this Assignment. Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of Grantor's l Order. 7372200B565 Page 7 of 11 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439766 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 7 interest, this Assignment shall be binding upon and Inure to the benefit of the parties, their successors and assigns. If ownership of the Property beoomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Assignment and the Indebtedness by way of forbearance or extension without releasing Granter from the obligations of this Assignment or Jlablllty under the Indebtedness. Time Is of the Essence. Time Is of the essence in the performance of this Assignment. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT. DEFINITIONS. The following capltalized words and terms shall have the following meanings when used in this Assignment. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined In this Assignment shall have the meanings attributed to such terms In the Uniform Commercial Code: Assignment. The word "Assignment" means this ASSIGNMENT OF RENTS, as this ASSIGNMENT OF RENTS may be amended or modified from time to time, together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time. Borrower. The word "Borrower" means HHA DEVELOPMENT LLC. Event of Default. The words "Event of Default• mean any of the events of default set forth in this Assignment In the default section of this Assignment. Existing Indebtedness. The words •existing Indebtedness• mean the Indebtedness described !n the Existing Liens provision of this Assignment. Grantor. The word "Grantor" means HHA DEVELOPMENT LLC. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word NGuarantyn means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obUgatlons under this Assignment, together with Interest on such amounts as provided in this Assignment. Lender. The word "Lender'' means First-Citizens Bank & Trust Company, Its successors and assigns. Note. The word nNote~ means the promissory note dated November 14, 2022, In the original principal amount of $765,545.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, reflnanclngs of, consolldatlons of, and substitutions for the promissory note or agreement. Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Assignment" section of this Assignment. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and alt other instruments, agreements and documents, whether now or hereafter existing, executed ln connection L Order. 73722008565 Page 8 of 11 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439766 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) Page 8 with the Indebtedness; except that the words do not mean any guaranty or environmental agreement, whether now or hereafter existing, executed in comectlon with the Indebtedness. Rents. The word "Rents" means all of Grantor's present and future rights, title and Interest In, to and under any and all present and future leases, including, without limitation, all rents, revenue, Income, issues, royalties, bonuses, accounta receivable, cash or security deposits, advance rentals, profits and proceeds from the Property, and other payments end benefits derived or to be derived from such leases of every kind and nature, whether due now or later, Including without limitation Grantor's right to enforce such leases end to receive and collect payment and proceeds thereunder. THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER, HAS CAUSED THIS ASSIGNMENT TO SE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON NOVEMBER 14, 2022. GRANTOR: HHA DEVELOPMENT LLC By·~~ • Am0 ;LEIN, Manager of HHA DEVELOPMENT LLC "Order. 73722008565 Page 9 of 11 Requested By: Andrew Wickersheim , Printed: 11/3012022 8:02 AM Doc· 2022-439766 AOR 11-17-2022 ASSIGNMENT OF RENTS (Continued) CERTIFICATE OF ACKNOWLEDGMENT Paga 9 A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. COUNTY OF _fu~~•\.._D=~~ ........... ----- ) ss ) / 1U'5 . 20 2:z. I On befo,e me, Cl1rts/Jo!),Pe.rer: £;,.IBlijllbJri.;:; !161i<: (here insert narre arw:t ti e of officer) personally appeared ANGELA KLEIN, who proved to me on the basis of satisfactory evidence to be the person(s) whose neme(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same In his/her/their authorized c:apacity(les), and that by his/her/their signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. J certify under PENAL TY OF PERJURY under the laws of the State of Callfomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature---+->(&=,-e.-------- ~···········-1 .. CHRISTIAN l'ETER SAUER -Hotiry Public• C.llfornl• I kn 01ffG Coilnty Commlulo,HI 23!69', - llty Comm. lqilrt5 lolly 10, 2025 (Seal) LaserPro, Ver. 22.2.10.018 Copr. Finastra USA Corporation 1997, 2022. All Rights Reserved. ~ CA F:ILPL\CFI\LPL\G14.FC TR-6550549 PR-463 l Order: 73722008565 Page 10 of 11 Requested By: Andrew Wickersheim , Printed 11/30/2022 8 02 AM Doc. 2022-439766 AOR 11-17-2022 EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ALL THAT PORTION OF LOT 47 IN SEASIDE LANDS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1722, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 28, 1921, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 47, WHICH IS SOUTH 55" 27' WEST 200.00 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT; THENCE SOUTH 55° 27' WEST 50.00 FEET; THENCE NORTH 34° 33' WEST 120.5 FEET; THENCE NORTH 55" 27' EAST 50.00 FEET; THENCE SOUTH 34° 33' EAST 120.50 FEET TO THE POINT OF BEGINNING. APN: 203-110-20-00 Order· 73722008565 Page 11 of 11 Requested By: Andrew Wickersheim , Printed: 11/30/2022 8:02 AM Doc: 2022-439766 AOR 11-17-2022