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AMEND 2017-0002; K1 SPEED INDOOR KART RACING; Conditional Use Permit (CUP)
------------~r" ·---------------' Ccicyof Carlsbad LAND USE REVIEW APPLICATION P-1 Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov APPLICATIONS APPLIED FOR: (CHECK BOXES) Development Permits D Coastal Development Permit D Minor D Conditional Use Permit Allll.,N0"'4'Al'T" 0 Minor D Extension D Day Care (Large) D Environmental Impact Assessment D Habitat Management Permit D Hillside Development Permit D Minor D Minor D Nonconforming Construction Permit D Planned Development Permit D Minor D Residential D Non-Residential D Planning Commission Determination D Reasonable Accommodation D Site Development Plan D Special Use Permit D Minor D Tentative Parcel Map (Minor Subdivision) D Tentative Tract Map (Major Subdivision) D Variance 0 Minor (FOR DEPT. USE ONLY) Legislative Permits (FOR DEPT. USE ONLY) ~v U> l1--0002, D General Plan Amendment D Local Coastal Program Amendment D Master Plan D Specific Plan D Zone Change D Amendment D Amendment D Zone Code Amendment South Carlsbad Coastal Review Area Permits D Review Permit D Administrative D Minor D Major Village Review Area Permits D Review Permit D Administrative D Minor D Major B NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS MUST BE SUBMITTED PRIOR TO 3:30 P.M. A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION MUST BE SUBMITTED PRIOR TO 4:00 P.M. ASSESSOR PARCEL NO(S).: 213-061-01 --------------------------------PROJECT NAME: K1 Speed Beer & Wine License BRIEF DESCRIPTION OF PROJECT: Modification to existing CUP to allow the onsite sale and consumnption of beer and wine. Wf t,i,\ DO'l, PROJECT VALUE (SITE IMPROVEMENTS) $0 LOCATION oF PROJECT: 6212 Corte del Abeta ON THE: BETWEEN P-1 northeast (NORTH, SOUTH, EAST, WEST) Corte del Nagai (NAME OF STREET) ESTIMATED COMPLETION DATE 4/1 /17 SIDE OF AND Page 1 of 6 STREET ADDRESS Corte del Abeta (NAME OF STREET) Palomar Airport Road (NAME OF STREET) Revised 09/16 ~~~ --ro 6% ~: co-to~uoi- OWNER NAME (Print): Stokes Family Properties, LP MAILING ADDRESS: 50855 Washington St. #C-220 CITY, STATE, ZIP: La Quinta, CA 92253 TELEPHONE: (760) 250-8485 --'---"''------------EM A IL ADDRESS: scott-stokes@dc.rr.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS SET FORTH HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR PURPOSES OF THIS APPLICATION. f:W; .5rf' COMM \~I.,. APPLICANT NAME (Print): David Dang lard MAILING ADDRESS: 17221 Von Karman Ave. CITY, STATE, ZIP: Irvine, CA 92614 TELEPHONE: (760) 858) 254-0722 EMAIL ADDRESS: david@k1speed.com I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. /. .r. Ii DATE APPLICANT'S REPRESENTATIVE (Print): Paul J. Klukas -PLANNING SYSTEMS MAILING ADDRESS: 1530 Faraday Ave. #100 CITY, STATE, ZIP: Carlsbad, CA 92008 TELEPHONE: (760) 931-0780 x104 EMAIL ADDRESS: I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFOR TION IS TRUE AND CORRECT TO THE BEST OF MY KN OGE. D IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND BIND ANY SUCCESSORS IN INTEREST. ,,,,. ~ s~ Co1111,1,11512'tA-L tiJVtf"S,M~~ l,..L(.. I rrs '->f' C'~R SIGNATURE FOR CITY USE ONLY P-1 Page 2 of 6 FEB 13 2017 CITY OF CARLSBAD PLA!'-!~ING DIVISION DATE STAMP APPLICATION RECEIVED RECEIVED BY: Revised 09/16 Ccityof Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 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 municipality, 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 the applicant and property owner must be provided below. 1. 2. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If 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 t~ii) O<.,StJSA.t>J f)A.N <o/A,vy Corp/Part K-:::z.. .)1:?eG_j:) ,,~Ne Title cc;2:r0 · Title 42U!S?~T '(' C G:,o v Address 0ZZI j/t?IV .k',1/2../l?-ftV· Address ~v1iv6 e~ 9 2 6 1 'f OWNER (Not the owner's agent) 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-profit, 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_· _ ......... t.J--1--(A _______ _ S"rot<e~ FAMILY Pt2.1>~,-,t£S', LF Corp/Part R~ S'FP CoMf\i\e'2.C::..\A-L ~E.RnES.. L.LC. P-1(A) Title ___________ _ Address ---------- Title Sc.on:: Sro "--eS I ""!!\ iJ A-Co £.a.,. ,.,.c. Gf Address 5"og~r WAtC:0&4 To,-1 Sr ._ C 'L"l.-o LA Q\.,dl\.lTfl CA 'l2'2-S" 3 I Page 1 of 2 Revised 07/10 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit organization 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 Profit/Trust.________ Non Profit/Trust. _________ _ 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 rx!. No If yes, please indicate person(s): __________ _ NOTE: Attach additional sheets if necessary. Print or type name of owner Print or type name of applicant Signature of owner/applicant's agent if applicable/date p~ \J t,. l . K&.-U "4-.r j f''-fi NN1Alf J'f r,EM S Print or type name of owner/applicant's agent P-1(A) Page 2 of 2 Revised 07/10 Ccicyof Carlsbad PROJECT DESCRIPTION P-1(8) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov PRoJEcT NAME: K 1 Speed Beer & Wine Permit APPLICANT NAME: K1 Speed Inc. 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: Kl Speed is in the process of applying for local and state licenses to serve beer and wine (no hard alcohol) in their 35 karting centers throughout the country. They will be remodeling their concession area cafes to be proposing upgraded and healthier food and beverages in order to keep up with the demands of their modem corporate clientele, who request a more comfortable atmosphere, including couches, cooked food, cheese plates and wine. Kl Speed has had three years of experience with this more contemporary approach in their two Illinois facilities, with great success. Thus, Kl Speed is requesting approval of a conditional use permit amendment eliminate condition no. 15 of PC Reso. No. 5626 which prohibits the sale or catering of alcohol onsite. Elimination of this condition would allow the sale and consumption of beer and wine in their existing facility located at 6212 Corte del Abeto in Carlsbad. It is Kl Speed's experience in their Illinois facilities that the sale of beer and wine will be only a small portion of Kl Speed's business. They maintain sufficient control over the sale of beer and wine that the surrounding neighborhood businesses will not be negatively affected in any way. It is expected that people working in the vicinity will not even notice the change. As a precaution to ensure the welfare of our customers, Kl Speed implements a business operational program which ensures that onsite drinking does not take place prior to kart racing. This program involves the following procedures; upon entering the facility, adult customers 21 years of age will be fitted with a plastic bracelet allowing them to race. Upon completion of their racing, the bracelet will be cut and removed, thus allowing them to purchase beer or wine. Adults without bracelets will not be able to race. This process has been implemented in the Illinois facilities with great success. Kl Speed has maintained the best safety record with the highest liability insurance rating available for businesses of their type in their Illinois facilities as well as their facilities throughout the country. Further, Kl Speed will not advertise or promote beer or wine on the interior or exterior of their buildings. Beer and wine will simply be an additional beverage on the menu. And while karting is still by far their primary entertainment activity, the concession area menu will be upgraded to include at least eight (8) meals, appetizers and sandwich food items cooked on the premises, all of which is intended to provide a relaxing atmosphere for socializing of friends after the high-adrenaline competing in kart racing has been completed, or for non-driving associates, parents or guardians to relax and enjoy while friends or children are racing. P-1(8) Page 1 of 1 Revised 07/10 Kl Speed opened their first Kl Speed facility [in Carlsbad] in 2004. They have opened an average of 2.5 facilities each year since. Kl Speed is now in 14 states and expanding into Canada, Mexico, Italy and Japan. This new program of introducing an upgraded concession area environment and menu is the first modification to their business model since 2004. They believe it is an important evolution in allowing Kl Speed to stay competitive with the expanding indoor entertainment industry, most of which serve beer, wine and a select menu of appetizers. No other change to the look, design, operations, hours, or overall ambiance of the existing Kl Speed is proposed. Kl Speed believes that this proposed minor change will improve the entertainment experience of their customers. They believe that this upgrade to their business model will benefit the community. Ccicyof Carlsbad HAZARDOUS WASTE AND SUBSTANCES STATEMENT P-1(C) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 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): Ii] 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 !!! contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT Name:K1 Speed Inc. Address: 17221 Von Karman Ave. Irvine, CA 92614 Phone Number: (949) 250-0424 PROPERTY OWNER N Stokes Family Properties, LP ame: __________ _ Add 50855 Washington St. #C-220 ress: _________ _ La Quinta, CA 92253 Phone Number: (760) 250-8485 AddressofSite:6212 Corte del Abeta, Carlsbad, CA 92011 Local Agency (City and County): Carlsbad, San Diego County Assessor's book, page, and parcel number:_2_1_3_-_O_6_1_-_O_1 ______________ _ specifylist(s):CALEPA, NPL, CERCLIS, LUST, SWIS, HAZNET Regulatory Identification Number:_N_I_A ____________________ _ Date of List: Database review 2/3/17 '7 t)trll/v)<)0'~ ",4-, t Nf Applicant Signature/Date Property Owner 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 of 2 Revised 02/13 ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed: ___________ (To be completed by City) Application Number(s): ________________________ _ General Information 1. Name of project: K1 Speed Beer & Wine Permit 2. Name of developer or project sponsor: _K_1_S_p_e_e_d_ln_c_. ___________ _ 3. Address: 17221 Von Karman Ave. City, State, Zip Code: Irvine, CA 92614 Phone Number: (949) 250-0242 Paul J. Klukas Name of person to be contacted concerning this project: ____________ _ Address: 1530 Faraday Ave. #100 City, State, Zip Code: Carlsbad, CA 92008 Phone Number: (760) 931-0780 x104 4. Address of Project: 6212 Corte Del Abeta Assessor's Parcel Number: 213-061 -0 1 5. 6. 7. 8. 9. --------------------- 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: State of California ABC License Existing General Plan Land Use Designation: _P_I ______________ _ Existing zoning district: _P_-_M ____________________ _ Existing land use(s): K1 Speed building and parking lot Proposed use of site (Project for which this form is filed): No change proposed Project Description 10. Site size: _4_.2_a_c_r_e_s ______________________ _ 11. 12: 13. 14. P-1(0) Proposed Building square footage: _N_o_c_h_a_n_g_e ______________ _ Number of floors of construction: N construction proposed Amount of off-street parking provided: _1_5_2_(n_o_c_h_a_n_g_e_) __________ _ Associated projects: _N_o_n_e _____________________ _ Page 2 of 4 Revised 07/10 15. If residential, include the number of units and schedule of unit sizes: _________ _ N/A 16. If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: ____________________ _ N/A 17. If industrial, indicate type, estimated employment per shift, and loading facilities: _____ _ N/A 18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: ________ _ N/A 19. If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: Modification to CUP to eliminate condition prohibiting alcohol sales P-1(0) Page 3 of 4 Revised 07/10 Are the following items applicable to the project or its effects? Discuss all items checked yes (attach additional sheets as necessary). Yes No 20. Change in existing features of any bays, tidelands, beaches, or hills, or substantial □ 0 alteration of ground contours. 21. Change in scenic views or vistas from existing residential areas or public lands or □ 0 roads. 22. Change in pattern, scale or character of general area of project. □ 0 23. Significant amounts of solid waste or litter. □ 0 24. Change in dust, ash, smoke, fumes or odors in vicinity. □ 0 25. Change in ocean, bay, lake, stream or ground water quality or quantity, or □ 0 alteration of existing drainage patterns. 26. Substantial change in existing noise or vibration levels in the vicinity. □ 0 27. Site on filled land or on slope of 10 percent or more. □ 0 28. Use of disposal of potentially hazardous materials, such as toxic substances, □ 0 flammables or explosives. 29. Substantial change in demand for municipal services (police, fire, water, sewage, □ 0 etc.). 30. Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.). □ 0 31. Relationship to a larger project or series of projects. □ 0 Environmental Setting Attach sheets that include a response to the following questions: 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, and that the facts, statements, and information presented are true and correct to the best of my kno~e and belief. Date: "2.-/ 3 { I ? Signature: ~ ? ~ For: l<-l t; ft ca 3-1-J c. -A-,e,.; f P-1(0) Page 4 of 4 Revised 07/10 Kl Speed Beer & Wine Permit Sheet to accompany EIA 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. The project is an existing indoor entertainment business in an industrial building with parking lot and landscaping. 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, ets.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height,frontage, setback, rear yard etc.). Surrounding properties are developed with industrial buildings with parking lots and landscaping. Figure l -Photo of Southwest Corner -Main Entry Figure 2 -Photo of West Side of Building • Figure 3 -Photo of Rear (North) Side of Building Figure 4 -Photo of East Side of Building Ccicyof Carlsbad TIME LIMITS ON DISCRETIONARY PROJECTS P-1(E) PLEASE NOTE: Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Time limits on the processing of discretionary projects established by state law do not start until 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. If 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 requirement or whether all requirements are necessary for your particular application) please call (760) 60~2-4610. S -Z..'3.1'?-Applicant ignature: Staff Signature: Date: To be stapled with receipt to the application P-1(E) Page 1 of 1 Revised 07/10 Title Search Package Reference Number: 38406994 February 03, 2017 Report Date: The information detailed in this report is current as of January 27, 2017. Current Owner(s): Stokes Family Properties Limited Partnership 6212 Corte Del Abeta Property Address: City/State/Zip: Carisbad, CA 92011 County: San Diego Parcel ID: 213-061-01-00 Property Tax Summary 1. Property Taxes assessed as follows: Tax Year: Total Annual Tax: Taxes Due: First Installment: Penalty Amount (if Delinquent): 2016-2017 $79,345.26 Semi-Annually $39,672.63 $3,967.26 December 10, 2016 Paid Due Date: Status: Second Installment: Penalty Amount (if Delinquent): $39,672.63 $3,977.26 Due Date: Status: Assessed Land Value: Assessed Improvement: Exemptions: Assessed Value: April 10, 2017 Open $2,472,687.00 $4,915,937.00 $ $7,388,624.00 Current Ownership Details The infonnation provided below is an abstract. Please review the recorded documents for more infonnation. 2. The only deed(s) affecting said land, which recorded within the time frame listed above, (are) as follows: Document Type: Grantor: Grantee: Recorded: Instrument: Document Type: Grantor: Quitclaim Deed K1 Speed Inc Mcroskey Trust Revocable Trust December 1, 2004 2004-1132788 Grant Deed Mcroskey Family Trust Revocable Trust Disclaimer: The information contained in this Top Sheet and the associated Title Search Report has been taken from available recorded document records and is made available for your use and information. The information should be reviewed by you. NextAce Corporation assumes no liability for any errors or omissions in the information presented. 3. Grantee: Recorded: Instrument: Document Type: Grantor: Grantee: Recorded: Instrument: Stokes Scott C AND Christina N husband and wife community property December 1, 2004 2004-1132789 Grant Deed Stokes Scott C AND Christina N Stokes Family Properties Limited Partnership December 9, 2004 2004-1158352 Liens/Encumbrances The infonnation provided below is an abstract. Please review the recorded documents for more infonnation. Document Type: Grantor: Grantee: Amount: Recorded: Instrument: Document Type: Recorded: Instrument: Deed of Trust Stokes Family Properties LP Limited Partnership Capital Bk $3,700,000.00 June 5, 2012 2012-0326434 Subordination Agreement May 19, 2005 2005-0424697 Judgments/Involuntary Liens The infonnation provided below is an abstract. Please review the recorded documents for more infonnation. None Found of Record Disclaimer: The information contained in this Top Sheet and the associated Title Search Report has been taken from available recorded document records and is made available for your use and information. The information should be reviewed by you. NextAce Corporation assumes no liability for any errors or omissions in the information presented. NextAce --•·¥------·-- Order Number: 38406994 APN: 213-061-01-00 Legal: CARLSBAD TCT#S0-34 0 10062 LOT 3 6212 CORTE DEL ABETO , CARLSBAD IType I Doc# I Date Easement -General 101840 04.30.1975 Starter 832878 06.04.1981 Agreement 234736 07.24.1981 "Release 362002 06.04.2001 Ref: 234736 Easement -General 252845 08.10.1981 Starter 621482 08.15.1981 Starter 621482 08.15.1981 Grant Deed 279989 09.01.1981 Trust Deed 279990 09.01.1981 Easement -General 325011 10.14.1981 Starter 1131971 04.20.1985 Starter 903526 06.26.1985 Agreement 411349 11.01.1985 "Release 30052 01.19.1989 Ref: 411349 Grant Deed 415603 11.05.1985 Grant Deed 415604 11.05.1985 I Pa rty 1 C C & F PALOMAR PROPERTIES INC BIRTCHER BUSINESS CENTER CORP PALOM* BIRTCHER BUSINESS CENTER MITSUI FUDOSAN U SA INC ETAL MITSUI FUDOSAN U S A INC PALOMAR PROPERTY ASSCS MITSUI FUDOSAN U SA INC PALOMAR PROPERTY ASSCS CITY OF CARLSBAD PALOMAR PROPERTY ASSCS LINCOLN, LAJOLLA CORAL POINTE I Party 2 PACIFIC TEL & TEL CO CITY CARLSBAD CITY OF CARLSBAD SD GAS & ELEC CO PALOMAR PROPERTY ASSCS BANK OF CALIF Date: 02.03.2017 04:04 Plant Date: 01.27.2017 I Remarks COSTA REAL MUNICIPAL WATER DIST CITY CARLSBAD PALOMAR PROPERTY ASSOC LINCOLN, LAJOLLA CORAL POINTE MCROSKEY, JOHN W Easement -General 452411 12.02.1985 PALOMAR PROPERTY ASSCS COSTA REAL MUNICIPAL WATER DIST Release 4924 01.06.1986 CALIF SANSOME CORP PALAMAR PROPERTY ASSCS Mechanics Lien 49602 02.06.1986 FESTIN FOODS CORP ETAL GRAYBAR ELEC CO INC Easement -General 55204 02.11.1986 MCROSKEY, JOHN W SD GAS & ELEC CO "Release 456066 08.12.1987 MARTIN, LARRY Ref: 55204 MARTIN, ZELMA Release 110429 03.21.1986 GRAYBAR ELEC CO INC MITSUI FUDSON U S A INC Release 110429 03.21.1986 GRAYBAR ELEC CO INC MITSUI FUDSON U S A INC Agreement 699370 12.21.1987 HUGHES AIRCRAFT CO CITY CARLSBAD "Release 666438 12.27.1988 HUGHES AIRCRAFT CO Ref: 699370 Release 665311 12.27.1988 OAK SYSTEMS INC Notice of Completion 497391 09.14.1989 HUGHES AIRCRAFT CO Financing Statement 642413 12.03.1990 REPUBLIC TOOL & MANUFACTURING CORP "Release 22353 01.15.1992 REPUBLIC TOOL & MANUFACTURING CORP Ref: 642413 Waiver 654076 12.07.1990 MCROSKEY, JOHN W Map 3873674 01.23.1991 Trust Deed 564921 11.01.1991 MCROSKEY, CATHERINE CITY NATIONAL BANK $2,000,000.00 MCROSKEY, JOHN W "Release 825495 12.23.1992 CHICAGO TITLE INSURANCE MCROSKEY, JOHN W ETAL Ref: 564921 Subordination 564922 11.01.1991 REPUBLIC TOOL & MANUFACTURING CORP MCROSKEY, JOHN W ETAL Financing Statement 654336 12.17.1991 REPUBLIC TOOL & MANUFACTURING CORP "Release 750083 11.20.1992 REPUBLIC TOOL & MANUFACTURING CORP Ref: 654336 Waiver 654337 12.17.1991 MCROSKEY, JOHN W Starter 939178 10.26.1992 Financing Statement 750084 11.20.1992 REPUBLIC TOOL & MANUFACTURING CORP Grant Deed 827850 12.28.1992 MCROSKEY, JOHN W MCROSKEY, JOHN W ETAL Notice of Completion 472151 08.01.1994 INTEGRATED CAPITAL TECHNOLOGIES INC MCROSKEY, PETER K Easement -General 452818 10.09.1995 HUGHES AIRCRAFT CO TPD REALTY CORP Financing Statement 75024 02.08.1999 SCOTTS-SIERRA HORTICULTURAL PRODUCTS INC Financing Statement 75025 02.08.1999 HYPONEX CORP Financing Statement 75026 02.08.1999 REPUBLIC TOOL & MANUFACTURING CO Financing Statement 161031 03.12.1999 SCOTTS CO Open Order 23048742 08.29.2002 MCROSKEY FAMILY REVOCABLE TRUST 09-15-82 MCROSKEY, CATHERINE MCROSKEY, JOHN W Notice 1509380 12.26.2003 MCROSKEY REVOCABLE TRUST Kl SPEED INC MCROSKEY, JOHN W Notice 8211 01.06.2004 MCROSKEY FAMILY REVOCABLE TRUST Starter 1846422 01.26.2004 Notice 691372 07.23.2004 MCROSKEY FAMILY REVOCABLE TRUST CITY CARLSBAD Grant Deed 976003 10.14.2004 MCROSKEY, JOHN W MCROSKEY FAMILY REVOCABLE TRUST MCROSKEY, JOHN W Covenant and 1115565 11.24.2004 MCROSKEY FAMILY REVOCABLE TRUST Agreement MCROSKEY, JOHN W Quitclaim Deed 1132788 12.01.2004 Kl SPEED INC MCROSKEY TRUST Grant Deed 1132789 12.01.2004 MCROSKEY FAMILY TRUST STOKES SCOTT C & CHRI STINA N 6902.SF Grant Deed 1158352 12.09.2004 STOKES SCOTT C & CHRISTINA N STOKES FAMILY PROPERTIES Open Order 53010214 04.15.2005 STOKES FAMILY PROPERTIES STOKES, CHRISTINA N STOKES, SCOTT C Trust Deed 424696 05.19.2005 STOKES FAMILY PROPERTIES THE BANK OF HEMET $3,000,000.00 FIRST AMERICAN TITLE A Release 23518 01.11.2007 STOKES FAMILY PROPERTIES Ref: 424696 Subordination 4 24697 05.19.2005 THE BANK OF HEMET STOKES FAMILY PROPERTIES Open Order 602084745 11.08.2006 STOKES FAMILY ENTERPRISES STOKES FAMILY PROPERTIES LP STOKES, CHRISTINA STOKES, SCOTT Trust Deed 914275 12.27.2006 STOKES FAMILY PROPERTIES WASHINGTON MUTUAL BANK $3,600,000.00 CA RECONVEYANCE CO A Assignment 669710 10.18.2007 STOKES FAMILY PROPERTIES Ref: 914275 "Release Open Order Open Order Open Order Trust Deed End of Rep_ort 430676 Ref: 914275 111040134 930023806 9305569 326434 07.24.2012 06.27.2011 12.29.2011 04.26.2012 06.05.2012 THE REGISTERED HOLDERS OF WAMU COMMERCIAL MORTGAGE SECURillES TRUST 2007-SL3, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-SL3 U.S. BANK, NATIONAL ASSOCIATION THE REGISTERED HOLDERS OF WAMU COMMERCIAL MORTGAGE SECURITIES TRUST 2007-SL3, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-SL3 U.S. BANK, NATIONAL ASSOCIATION STOKES FAMILY PROPERTIES, LP $3,700,000.00 The information contained in this Chain and the associated report has been taken from available recorded document records and is made available for your use and information. The information should be reviewed and approved by you prior to delivery to your customer. NextAce Corporation assumes no liability for any errors or omissions in the information presented. .. ,,__ __ _ Kecordmg Kequested Hf First American Title National Comm'l Services RECORDING REQUESTED BY First American Title Insurance Company National Commercial Services AND WHEN RECORDED MAIL TO: John W. McRoskey P.O. Box 1243 Rancho Santa Fe, CA 92067 A.P.N.: 213-061-01-00 DOC# . .-12004-1132788 I 11111111111111111111111111111111111111111 lllll lllll 111111111111111111 DEC 01. 2004 3:18 PM OFFl□AL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE GREGORY J SMITH, COUNTY RECORDER FEES: 3rnO OC: AFNF PAGES: 4 110111 nme11101111111n11111111i~~l~~~1•1111 File No.: NCS-124520-CBD (mf) Quitclaim Deed Document Title tJO\ \ T (Y( l.f+otvtr'tJ1t+0·- ~0lf\~ m. abovv SEPARATE PAGE PURSUANT TO GOVT CODE 27361.6 '• \. Recording requested by: When recorded mail to: 28940 QUITCLAIM DEED John W. McRoskey, Trustee of The McRoskey Revocable Trust Established September 15, 1982 John W. McRoskey, Trustee of The McRoskey Revocable Trust Established September 15, 1982 P.O. Box 1243 Rancho Santa Fe, CA 92067 For good and valuable consideration, the receipt and adequacy of which are acknowledged, Kl Speed, Inc. ("Transferor") does remise, release, and forever quitclaim to John W. McRoskey, Trustee of The McRoskey Revocable Trust Established September 15, 1982 ("Transferee") all right, title, and interest Transferor has in the real property located in the City of Carlsbad, County of San Diego, California, as more particularly described in Exhibit A, attached hereto and incorporated herein by reference. Executed as of December 4, 2003. KI Speed, Inc. By:~ Name: ~.,,.,.tS44:1;> Title: /~.Ew;Jh~NL. ,, Acknowledgment: State of California ) Countyof5~ Ol~ DOCUMENTARY TAANSIBI '00( $ JZ{ Tr-~t"ftlr T~ rr~ or C0ncvmnt-De~~. On l 2-t.t-o3before me. 1V1-t G A,J,J 1/rL-otv b J)Av\O b(....IU~V2-1>A-t0G,.,{_A~ , personally appeared ~sonally known to me (or proved to me on the basis of satisfactory evi ence) to be the person'£ whose name<J Cislare subscribed to the w1 m instrument and ac~e ge to met a e et ey executed thl'~me:,.·n ~/their authorized capacity(ic£), and that by~er/their signature( on the instrument the person , or the entity upon behalf of which the pl~on(f acted, executed the instrument. WITNESS my hand and official seal. Signal~~~ (Seal) JUUEMNTALONE § COMM, .,347150 NOTNIY~ -a:=~·-· ,. ' • "26941 Exhibit "A " Lot 3 of carlsbad Tract No. 80·34, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 10062, filed In the Office of the County Recorder of San Diego County on Aprtl 15, 1981. 28942 NOTARY SEAL CERTIFICATION (Government Code 27361.7) I CERTIFY UNDER PENAL TY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: Name of the Notary:~\/ h--v f\ Y\ (\ Ta \ol'~ Commission Number: l'bL\ 7 IS--0 Date Commission Expires}\.Jcn--tt\ 6\ 2.oo\:) County Where Bond is Filed:_9' __ "0 ___ ~_~_-e....,.'°----------- Manufacturer or Vendor Number: ~O Tb ----------------(located on both sides of the notary seal border) Signature:~~ ~ Place of Execution:_---=S=a...._n =D=iec..119=0 ______ Date: / '-t-I I? I I 2 oe>'-( Rec. FGnn 1R10.1 (Rev. ~11,0:,1 2694.3 t<.ecorctmg Kequesteel liy: ; First American Title • National Comm'I Services DOC# 2004-1132789 RECORDING REQUESTED BY First American Title Insurance company National Commercial Services I 11111111111111111111111111111111111111111 lllll lllll 111111111111111111 AND WHEN RECORDED MAIL TO: Scott C. Stokes and Christina N. Stokes 45751 Edgehill Drive Palm Desert, CA 92260 DEC01, 2004 3:18 PM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE GREGORY J. SMITH, COUNTY RECORDER FEES: 6913.50 QC: oc PAGES: 2 ' \ 111111 lmUlll 111111111u1111mu1111111111101111111111111 2004-'\ '\32789 A.P.N.: 213-061-01-00 File No.: NCS-124520-CBD (mf) GRANT DEED The Undersigned Grantor(s) Dedare(s): DOCUMENTARY TRANSFER TAX $6,902.50; CTTY TRANSFER TAX $0.00; [ x ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or enOJmbrances remaining at time of sale, [ ] unincorporated area; [ x ] City of carlsbad, and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, John W. McRoskey, Trustee of the McRoskey Family Revocable Trust dated September 15, 1982 hereby GRANTS to Scott c. Stokes and Christina N. Stokes, husband and wife as community property the following described property in the City of Cartsbad, County of San Diego, State of California: Lot 3 of Carlsbad Tract No. 80-34, In the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 10062, filed In the Office of the County Recorder of San Diego County on April 15, 1981. Dated: -=12...,1..,.0 ... 1 ... 1=20 __ 0 __ 4 ______ _ John W. McRoskey, Trustee of the McRoskey Family Revocable Trust dated September 15, 1982 Mail Tax Statements To: SAME AS ABOVE •·-A:P.N:: 213·061-01-00 STATE OF COUNlY OF CaPirwvM ~ ~~Di Grant Deed -continued } } ss. } ... '"'\• 26944 .......i File No.:NCS-124520-CBD (mf) Date: 12/01/2004 On --11~~-J::~~~~:ft::-,U~----;-~~riiT-:==================::::3:---~ before me, personally appeared personally known to me (or proved to me n 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 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. WITNESS my hand and official seal. My Commission Expires: n )(}14,yft ~ '.)..Q 2/XY1-' Notary Name:.~.......,....:..u,"""'a....::;:;.......,'--""~~'-'-- Notary Registration Page 2 of 2 This area for official notanal seal ... ~ RECORDING REQUESTED BY STEWART TITLE DOC._, 2004-l l 58352 1111111111111111111111111111111111111111111111111111111111111111111111 DEC 09, 2004 8:00 AM OFFICIAL RECORDS RECORDING REQUESTED BY: t/ Fidelity National Title Company 3'112 SAN DIEGO COUNTY RECORDER'S OFFICE GREGORY J. SMITH. COUNTY RECORDER FEES: 31.00 WHEN RECORDED MAIL TO: DC: AFNF PAGES: 2 ~ ~ Stokes Family Properties, LP 2004-1158352 I 1nm 11110111111111111 um 1111 um 111101111111 Ulll 11110111111101 0 U 45751 Edgehill Drive \ ~Palm Desert, CA 92260 MAIL TAX STATEMENTS TO: Stokes Family Properties, LP 45751 Edgehill Drive Palm Desert, CA 92260 APN: 213-061--01-00 TRA: 09018 g.,1=---r SPACE ABOVE nus LINE FOR RECORDER'S USE (CONVEYANCE GIVEN FOR NO VALUE. R&T CODE 11911) DOCUMENTARY TRANSFER TAX $-0- -Computed on the consideration or value of property conveyed; OR _ Computed on the consideration or value less liens or encumbrances Signature of ~~t determining tax -Firm Name remaining at time of sale. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Scott C. Stokes and Christina N. Stokes, Husband and Wife as Community Property hereby GRANT(S) to FIDEUTY NATIONAL TITLE INSURANCE COMPANY AAS REC0R0E0 THIS INSTRUMENT BY REQUEST~ ANACCOMMODATION ONLY AND 1\6.S NOT EXAMINED IT FOR REGULARllY AND SUFflCIENCY OR~ TO ITS EFFECT UPON THE TITLE TO ANY REAL PROPERTY THAT W.Y BE DESCRIBED THERF.IN. Stokes Family Properties, LP, a California Limited Partnership the following described real propeny in the City of Carlsbad, County of San Diego, State of California, described as: SEE A TT ACHED EXHIBIT" A" Dated December 6, 2004 BY: _c=Y""'-r_,~c9J....-=-- Sco~ BY: --~----..c------Christina N. Stokes STATE OF CALIFORNIA } COUNTY OF Riverside } Lil.JOit 'f fi:'RhAN, l\k,TPtR:( Puf!>Ue.. On Wt:SNfel?.-l, f ~~ • before me,,Scott C. Stokes and Christina N. Stokes, personally appeared ,,.,.-personally known to me (or pro~ on the basis of satisfactory evidence) to be the person(s) whose name(s) jsfare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in ~their authorized capacity(ies), and that by hWh€r/their signature(s) on the Instrument the person(s) or the entity upon behalfof which the person(s) acted, executed the instrument EXHIBIT "A" 3713 Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: Lot 3 of Carlsbad Tract No. 80-34, in the City of Carlsbad, County of San Diego, State of California, according to Map thereofNo. 10062, filed in the Office of the County Recorder of San Diego County on April 15, 1981. APN: 213-061-01-00 RECORDED AT THc RE=1EST OF c•t1CAGO TITLE CO. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: The Bank of Hemet 3715 Sunnyside Drive 4 .In A.~ P.Q..Box 20109 J.. ';I u ':I Riverside, CA 92516-0109 ATTN: Commercial Lending Group UNRECORDED LEASE oGJ # 2005-0424697 11111111111111111111111111111111 lllll lllll 1111111111111111111111111111 MAY 19. 2005 2:07 PM OFFICIAL RECORDS 5./.1.1-l DIEGO courHY RECORC•EA"S OFFICE GREGORY J. SMITH. COUmYRECORDER FEE';: 33.00 WAYS: 2 F'AGES: 7 111111011111111111110111111101110111 DIii 11111 HIii HIii UIII HIii 011 IUI (Space Above For Recorder's Use Only) SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT NOTICE: THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION, NON-DISTURBANCE ANO ATTORNMENT AGREEMENT is made·tb,is 27th day ofApril, 2005, by and between THE BANK OF HEMET, a California corporation, having its principal office at 3715 Sunnyside Drive, Riverside, CA 92516-0109 • ("Lerider''),'Stokes Family Properties, LP, whose address for notice under California Civil Code Section 2938 is 45751 Edgehill Drive: Palm Desert, CA 92260 ("Landlord'1 and , having its principal office at K1 Speed, Inc. f'Tenant"}. . . . ' RECITALS •. • A. As security for a loan made or to be made by Lender (the "Loan"), Lender is, or will become the owner and holder of a certain Deed of Trust (as such deed of trust may be amen(Jed, and any and all increases, renewals, modifications, consolidations, replacements, combinations, supplements, substitutions, and extensions thereof now or hereafter made being hereinafter collectively referred to as the "Deed of Trust"), and an Absolute Assignment of Rents and Leases (as the same may be modified, amended or replaced, the "Assignment of Rents"), each executed by Landlord covering premises commonly known as 6212 Corte Del Abeto: Car1sbad, CA. and more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Premises"). B. Tenant has entered into a lease with Landlord, incorporated herein by this reference, dated November 10, 2003, for the Premises, as amended (a true and complete copy of which lease and amendments having been delivered to Lender), which lease, as the same may be renewed, modified or extended and all rights and options of Tenant (including any right of first refusal to acquire the Premises and all options to extend or renew) incidental or related to the Lease, are collectiv~ly referred to as the "Lease." BOH 113 31403.2F 1 9/11/97 ..: ... 14046 ... ~ j :' > ~~::=.·· _.• ....... ~ , · -~. ~ ! : .. · .... i C. Landlord, Lender and Tenant mutually desire the subordination of the Lease to , .. :·,'.;:t,{1~~~ of Trust and the Assignment of Rents and the recognition of the Lease by Lender · · , ; '. \)~~~\'!~-?·~e terms and conditions set forth in this Agreement. • . .'·1~ii~~fi\f--~,t-•i\;.,\NOW, TI:tEREF~RE. in consideration of the mutual covenants and agreements herein · · ·:•; \1 :l;~i ~ed. and inten~ng to be legally bound hereby, Lender and Tenant covenant and agree to • ,... .,. .r..!i' •• -.:.a.. ch othe. . foll · .• ~ .. f. u,.n,u, ea r as ows. . ~;;i:;i,,( -.,: , .... ,. . ' ► _'.::\}•i;j 1' :!,,."!,; •, . :_ fh~~.,l {:'i;i·Subordination: _.The.Lease shall be and is hereby made subject and subordinate to all iii}~f~ tr~r~~J~~~o~ ;a~.,~~s,ions of the Deed of Trust an~ the Assignment of Ren~s. to all .-~,~~'!!, -:..1.•·~):ices made:orto·bi:rmade and all other amounts which are secured by such instruments, all , .:.~::i :-.;: . ~e same force and effect as if the Deed of Trust and the Assignment of Rents had been ;~~V :s-,i,.« :. d, delivered and recorded prior to the execution and delivery of the Lease. :·~ 1; -~~--,, { . -~· ·:,;~\-. };~-t . ., f.,t . _.2:\·.":'·~ Non-Disturbance. So long as no default exists, nor any event has occurred, which has • . · • ... r-, ··" ~continued to exist for such period of time (after notice, if any, required by the Lease) as would · entitle the Landlord under the Lease to tem,inate the Lease or would cause, without any further action of such Landlord, the temiin·ation of the Lease, the Lease shall not be terminated, and · Tenant's use, possession or enjoyment of the Premises shall not be interfered with on account of (a) judicial or non-judicial foreclosure or any action or proceeding instituted under or in connection with the Deed of Trust, or (b) the exercise of any rights of Lender, or (c) Lender taking possession of the Premises pursuant to any provisions of the Deed of Trust or Assignment of Rents, unless the Landlord would have had such right if the Deed of Trust had not been made, except that the person acquiring the interests of the Landlord as a result of any · such action or proceeding, its successors and assigns (herein called "the Purchaser") shall not -be (w) liable for any act or omission of any prior Landlord, or (x) subject to any offsets or defenses which Tenant might have against any prior Landlord, or (y) bound by any rent or . ad~~onal rent which Tenant might have paid for more than the current month to any prior .(,Landlord, or (z) bound by any amendment or modification of the Lease made without Lender's , . :);,~i>'~9r written consent. Furth_er, after such foreclosure Tenant agrees at Purchaser's option, to , · ~:.texecute a new-lease with the Purchaser on the same terms and conditions as the Lease for : ·~:lwfi;rt would have been the remaining term of the Lease . . ;._ .. )~~3, . Attomment. If the interests of Landlord under the Lease are transferred by reason of • : .. ;tforeclosure, sale under power of sale, or other proceedings for enforcement of the Deed of •• ;· ·• -·~ 1Trust, or by reason of any proceeding in a bankruptcy action of Landlord, or by a deed in lieu of foreclosure, then at the option of Lender or another Purchaser, Tenant agrees to enter into a new lease on the same temis and conditions contained in the Lease. If for any reason a new lease is not entered into with the Purchaser, the Tenant shall nevertheless be bound to the Purchaser under all of the terms, covenants and conditions of the Lease for the balance of the Lease term remaining (arid any extensions or renewals thereof which may be effected in accordance with any option or right contained in the Lease), with the same force and effect as if the Purchaser were the Landlord under the Lease. Tenant does hereby attom to the Purchaser, including Lender if it is the Purchaser, as its Landlord, the attomment to be effective and ... I self-operative without the execution of any further instruments upon Purchaser succeeding to the interest of the Landlord under the Lease or becoming the Landlord under the new lease. 4. Condemnation and Casualty. Landlord and Tenant agree: BOH 113 . 31403.2F 2 9/11/97 14047 ----5. . (a) Lender shall be entitled to receive any separate condemnation award granted to Landlord-in respect of its interest; · 6.. . (b) in no event may the proceeds of any policy of insurance be paid to r, ,Tenant or any assignee of Tenant unless Tenant is obligated or has otherwise elected to ,;;tre~nstruct the improvements at the Premises to the condition existing prior to the insured · casualty without the express written consent of Lender, in its sole discretion; 7. (c) to preserve the value of Lender's security interest in the Premises, if the reconstruction cost exceeds twenty-five (25%) of the replacement cost of the improvements at the Premises, Lender shall be entitled to participate in adjusting the claim with the insurer, shall · ·haxe. reasonable approval rights over all plans and specifications relating to the reconstruction, arid''shall have the right to require that all proceeds be disbursed through a disbursement agent or 'o,ther agreed arrangement. 8. · Payment of Rents. Whether or not Lender acquires title to or takes possession of the Premises, and during such time as the Assignme~t of Rents remains in effect, Tenant agrees that all of the interest of Landlord under the Lease will be absolutely assigned to Lender pursuant to the Assignment of Rents as collateral for the Loan, but that Lender is granting to Landlord a license to collect all rental payments payable under the Lease unless and until Tenant is otherwise notified in writing by Lender, that a default has occurred under the Loan or the license has been revoked. Upon receipt by Tenant of such written notice from Lender, Tenant shall timely make all rental payments directly to Lender, without the need for the consent of Landlord. Tenant agrees that under the provisions of the Assignment of Rents, the Lease cannot be terminated (except as provided for in the Lease) or amended, modified or supplemented, nor may any party having liability under the Lease be released without the prior written consent of Lender. 9. Right to Cure. Tenant agrees that, notwithstanding any right which Tenant may have immediately, or after lapse of a period of time, to cure any default of Landlord under the Lease or to cancel or terminate the Lease, or to claim a partial or total eviction due to any default by Landlord, Tenant shall not exercise such right (i} until it has given written notice of such act or omission to Lender and (ii) unless such act or omission is one which is not capable of being remedied by Landlord or Lender within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when Lender shall have become entitled under the Deed of Trust to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided ~nder shall within thirty (30) days give Tenant written notice of Lender's intention and shall commence and continue to remedy such act or omission at such time as Lender shall be entitled and permitted by law to remedy same, but nothing herein contained shall obligate Lender to do so unless Lender so elects. 10. Notice. If and to the extent that the Lease shall entitle Tenant to notice of any mortgage or deed of trust, this Agreement shall constitute notice to Tenant with respect to the Deed of Trust. All notices, requests or demands hereunder must be given in writing and will be considered to be duly and properly given on personal delivery or delivery by courier to the party or an officer of the party, or if mailed, upon the first to occur of actual receipt or the expiration of three {3) days after being sent by certified mail, postage prepaid, return receipt requested, BOH 113 31403.2F 3 9/11/97 • -• I '. 14048 · ·.•.14·. SeverabUity. In case any one or more of the provisions contained in this Agreement · should be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. -.15.. Modification: Binding Agreement. This Agreement may not be modified orally or in any other manner than by an agreement in writing signed by the parties hereto or their respective .. successors in interest This Agreement shall inure to the benefit of _and be binding upon the .'; .Pai:tieS hereto, their respective heirs, representatives, successors and assigns. ,. •;:I •i.,,. ~-/· , . . .. ' •'r•~ ""•-. ••· . . "* • ·::>~~~l~if•;·:rNo FurtheriSubordination. ~her t_ha~ the su~rdination effectuated pursuant to this : ,. ,;!.~-~i:nent, Tenant·shall not subordinate its interest rn the Lease to any ground lease, deed of . ! ...... , .... ._.J , · . ···~:~ or other encumbrance without the prior written consent of Lender and any such attempted l · ~ :U\fsubordination shall be void and· invalid . . . , · ·.'. ·,:.-•~ .... t•.rr-.,:.... · . . . .. ,.,i,~~,:ii/fo~-1":.. . ' ,: .· .. ' :,}:;trj!~t¥ 'lt?.,~'3\i:,JlilS S~BO1:rol~TION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS ·. ,:~-: ~:: ··f!J .'~'JJ:;!;jR_ERSON OBLIGATED (LANDLORD) ON THE LEASE TO OBTAIN A LOAN ALL OR A , •. ·: : /}PORTION OF WHICH MAY BE EXPENDED FOR PURPOSES OTHER THAN IMPROVEMENT ··: t1~'.0F THE PREMISES. ~ .• /hr t. (•( li.,.:,.;t,~ .• \ ., ' ',:·iexecutect as of the date first written above. "LENDER" BOH 113 ' 31403.2F 4 9/11/97 . .,, ·,•: ' I • 14049 "LANDLORD" By: Stokes Family Properties, LP By: · Stokes F mily terprises, LLC, its GP Its: Manager Its /Jr&r,,lg · ALL SIGNATURES. MUST BE NOTARIZED iSTATE OF CALIFORNIA COUNTY OF Riverside ) ) ss . ) on/J1~ , 2005, b835; me,~,4,Jk~Notary Public in and for said ate, personally appearedq/19, , personally known · tctme (or proved to me on the basis of satisfactory evidence) to be the person whose name is . -: s~l]scribed to the withi_n instrument and acknowledged that he executed the same in his · : · :·_,~~~rized capacity, and that by his signature on the instrument the person, or the entity upon .\~~~If of which the person ~cted, executed the instrument. . .. WITNESS my hand and official seal. MICHEllE A. SNELLENBERGER • Commiaeion• 1326058 z j Notary Public -Cellfamla ~ ) River1ide County l 0 UV WMy::n~~"'!0:1~2:5 BOH1t3 31~.2F 5 9/11/97 ··-· -·-·--------- ·.• '. . . COUNTY OF .& ...... i~--~-~-, -a.,.::;;;.;:;...;..~=~ 14050 - : . ·: :· -~i%}f ., . ; ')~;~:;·:: .· On i:'o?r-cJS--'2005, before me, 4.±-. C ~ I a Notary . · -~-~tk;~~.ic in and for. said Stat~. personally appeared 1)4111 o i¼vbLA:11' JBA,i"Ji;.J ,Mt! personally known · ·· ~':·~i~fo1me (or proved to me·on the basis of satisfactory evidence) to be'the person whose name is · / t }.jft&aSsc:ribed to the within instrument and acknowledged that he executed the same in his ., ~ ,iJZfi~ capacity, and that by his signature on the instrument the person, or the entity upon •. ··i· :'tjijhi.ffof which the person acted, executed the instrument. • L ,. •• • ,i : -• . ·' :;t:WrrNESS my hand and official seal. STATE OF califomia COUNTY OF Riverside ) ) ss ) ~-....... .__ _ _,, ___ ..,_.~ .,.1_,, .• ,·, On May , 18 , 2005, before me, constance M. Hards , a Notary ·· Pi.ublic in and for said State, personally appeared Trish Rozhqn , personally known . to me (or p,:o,.«ad te me 8A the llesis of satisfeetery e'flidence) to be the person whose name is subscribed to the within instrument and acknowledged that ~ecuted the same in-M ~ -authorized capacity, and that by ~ature on the instrument the person, or the entity upon 't,enalf of which the person acted, executed the instrument. WITNESS my hand and official seal. BOH 113 31403.2f 6 9/11/97 • CONSTANCE M. HAROS COMM. #1395728 NOTARY PUBLIC· CALIFORNIA RJVERSIDE COUNlY M Comm. .,_ 24, 2007 : I i j --~--·•_,_, EXHIBIT A 14051 , ., , ---LOT 3 OF CARLSBAD TRACT NO. 80-34, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 10062, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON APRIL 15, 1981. APN: 213-061-01-00 l -· RECORD£0 IJ THE REQUEST C CHICAGO TITlE CO. c;'3i)l> )..) [£1)' -(,,/$0 RDAflON REQUESTED BY: Cap It 31351 Rane o Road Ste 101 San Juan Capistreno, DOC tt_,; 2012-0326434 I 11111111111111111111111111111111111111111111111111111111111111111 IIII JUN 05, 2012 8:00 AM WHEN RECORDED MAIL TO: OFFICIAL RECORDS 313 6 SAN DIEGO COUNTY RECORDER'S OFFICE Ernest J. D,onenburg, Jr., COUNTY RECORDER Capital Bank 31351 Rancho Viejo Road Ste 101 San Juan Capistrano, CA 92676 SEND TAX NOTICES TO: Stokes Family Propenles, LP 50855 Wa1hlngton Street, Suite C-220 La Quinta, CA 92253 FEES: 45.00 DA: PAGES: 10 1111111 llm 11111111111111111111111111111111 HIii 11111111111111 IHI 11m 11111m FOR RECORDER'S USE ONLY DEED OF TRUST THIS DEED OF TRUST is dated May 24, 2012, among Stokes Family Properties, LP, a California limited partnership l"Trustor"); Capital Bank, whose address is 31351 Rancho Viejo Road Ste 101, San Juan Capistrano, CA 92675 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and Chicago Title Company, whose address is 2365 Northside Drive, Suite 500, San Diego. CA 92108 (referred to below as "Trustee"), CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants, transfers and DS1i9n1 to Trustee in trust, with power of sale, for the benefit of Lender u Beneficiary, ell 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 reel property, including without limitation ell minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in San Diego County, State of California: LOT 3 OF CARLSBAD TRACT NO. 80-34, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 10062, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON APRIL 15, 1981. The Real Property or its address Is commonly known as 6212 Corte Del Abeto, Carlsbad, CA 92008. The Assessor's Parcel Number for the Real Property is 213-061-01. Trustor presently assigns to Lender (atso known as Beneficiary in this Deed of Trust) ell of Trustor's right, title, end interest in and to all present and future leases ot the Property end 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. In addition, Trustor grants to lender a Uniform Commercial Code security interest in the Personal Property end Rents. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE IAI PAYMENT OF THE INDEBTEDNESS AND 18) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF THE TRUSTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except es otherwise provided in this Deed of Trust, Trustor 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. POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor 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 11 l remain in possession and control of the Property; (21 use, operate or manage the Property; and (31 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 value. Compliance With Environmental Laws. Trustor represents and warrants to Lender that: 111 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; (21 Trustor has no knowledge of, or reason to believe that there has been, except as previously disclosed to end acknowledged by lender in writing, (a) any breach or violation of any Environmental Laws, (bl 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 (cl any actual or threatened litigation or claims of any kind by any person relating to such matter:1; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Trustor 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, 11nd local laws, regulations and ordinances. including without llmitation all Environmental laws. Trustor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Trustor's expense, as lender may deem appropriate to determine compliance of the Property -' 3137 Loan No: 1444 DEED OF TRUST (Continued) Page 2 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 Trustor or to any other person. The representations and warranties contained herein are based on Trustor's due diligence in investigating the Propeny tor Hazardous Substances. Trustor hereby 11 l releases and waives any future claims against Lender for indemnity or contribution in the event Truster becomes liable tor cleanup or other costs under any such laws; and (21 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 ot 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 Trustor's ownership or interest in the Property, whether or not the same was or should have been known to Trustor. The provisions of this section of the Deed of Trust. including the obligation to indemnify and defend, shall survive the payment ol the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition ol any interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Truster shall not c11use, conduct or permit any nuisance nor commit, permit, or suf1er any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Trustor will not remove, or grant to any other party the right to remove, any timber, minerals !including oil and gas). coal, clay. scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements, Trustor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of 11ny Improvements, Lender may require Truster to make arrangements ntisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lander's Right to Enter. Lender and Lender's agents 11nd 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 Trustor'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 applicable to the use or occupancy of the Property, Including without limitation, the Americans With Disabilities Act. Trustor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Trustor 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 Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Trustor agrees neither to abandon or leave unattended the Property. Trustor shall do all other acts, in addition to those ecta set forth above in this section, which from the character and use of the Property ere reasonably necessary to protect end preserve the Property. 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 Propeny or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, inst11Ument sale contract, land contract, contract for deed, leasehold interest with II term greeter than three 131 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 Reel Property. If any Truster is a corporation, partnership or limited liabillty company, transfer also includes any chenge In ownership of more than twenty-live percent 126%) 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 pert of this Deed of Trust: Payment. Truster shall pay when due (and in all events at least ten (101 days prior to delinquency) ell taxes, special tuxes, assessments, charges (including water and sewed, fines and impositions levied 11geinst or on account of the Property, end shall pay when due all claims for work done on or for services rendered or material furnished to the Property, Trustor shall maintain the Property free of all liens 'having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. Right to Cont81t, Trustor 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 ln tho Property is not Jeopardized, If a lien arises or is filed es a result of nonpayment, Truster shall within fifteen 1151 days after the lien arises or, if a lien is filed, within fifteen 115) days after Trustor has notice of the fillng, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an emount sufficient to discharge the Hen plus any costs and attorneys' tees, 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 shell satisfy any adverse judgment before enforcement against the Property. Trustor shell name Lender as an additional obllgee under any surety bond furnished in the contest proceedings. Evidence of Payment. Trustor shell upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental oflicial to deliver to Lender at any time e written statement of the tuxes and assessments against the Property. Notice of Construction. Trustor shell notify Lender at least fifteen 1151 days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechenic's lien, meterialmen's lien, or other lien could be asserted on account of the work. services, or materials. Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and will pey the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a pert of this Deed of Trust. Maintenance of Insurance. Truster shall procure end maintain policies of fire insurance with standard extended coverage endorsements on o replacement basis for the tutl 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. Trustor shall also --· 3138 Loan No: 1444 DEED OF TRUST (Continued) Page 3 procure end maintain comprehensive general liebillty insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Trustor 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 Trustor be required to provide hazard insurance in excess of the replacement value of the improvements on the Real Property. Policies shatl 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 will not be cancelled or diminished without at least ten (TOI 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 Reel Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard erea, Trustor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is 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. Application of Proceeds. Trustor shell promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Trustor 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 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. II the proceeds are to be applied to restoration and repair, Trustor shall repair or repiece the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor from the proceeds for the reasonable cost of repair or restoration if Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt end which Lender hes 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 payment 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, Trustor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; 121 the risks insured; (31 the amount of the policy; 14} the property insured, the then current replacement value of such property, and the manner of determining that value; and (51 the expiration date of the policy. Trustor shell, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. It any action or proceeding is commenced that would materially effect Lender's interest in the Property or if Trustor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Trustor's failure to discharge or pay when due any amounts Trustor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Trustor'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, 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 incurred or paid by Lender for such purposes will then bear interest et the rate churged 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 (Al be peyable on demend; IB) be added to the balance of the Note and be apportioned among end be payable with any installment payments to become due during either I 1 l the term of any applicable insurance policy; or (21 the remaining term of the Note; or (Cl be treated es a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust elso will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Trustor warrants that: (al Trustor holds good and marketable title of record to the Property in fee simple, tree and clear of all liens and encumbrances other than those set forth in the Reel 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) Trustor hes 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 paragreph above, Trustor 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 Trustor's title or the Interest of Trustee or Lender under this Deed of Trust, Truster shall defend the action at Trustor's expense. Trustor may be the nominal party in such proceeding, but Lender shell be entitled to participate in the proceeding end to be represented in the proceeding by counsel of Lender's own choice, end Trustor 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. Trustor warrants that the Property end Trustor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. Ail representations, warranties, and agreements made by Trustor in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shell 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 condemnetion proceedings are a part of this Deed of Trust: Proceeding,. If any eminent domain or inverse condemnetion proceeding is commenced affecting the Property, Trustor ahall promptly notify Lender in writing, and Truster shall promptly take such steps as may be necessary to pursue or defend the action end obtein the award. Trustor may be the nominal party in ony such proceeding, but Lender shall ba entitled, at its election, to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, end Truster 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. Loan No: 1444 DEED OF TRUST (Continued) 3139 Page 4 Application of Net Proceeds. If any award is made or settlement entered into in any condemnation proceedings affecting ell or any part of the Property or by any proceeding or purchase in lieu of condemnation, Lender may et Its election, and to the extent permitted by law, require that ell or eny portion of the award or settlement be applied to the Indebtedness and to the repeyment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender In connection with the condemnation proceedings. IMPOSITION OF TAXES. FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges ere a ·part of this Deed of Trust: Current Tuea, Fees end 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. Trustor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitetion all taxes, fees, documentary stamps, and other cherges for recording or registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applies: ( 1 l 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) e specific tax on Truster which Trustor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (31 a tax on this type of Deed ot Trust chargeable against the Lender or the holder of the Note; and (41 a specific tax on all or any portion of the Indebtedness or on payments of principal end 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 en 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 (11 pays the tax before it becomes delinquent, or 121 contests the tax as provided above in the Taxes end Liens section end deposits 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 e secured party under the Uniform Commercial Code es amended from time 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. Trustor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Trustor shall not remove, sever or detach the Personal Property from the Property. Upon default, Trustor shell assemble any Personal Property not affixed to the Property in a manner end at a place reasonably convenient to Trustor and Lender and make it aveilable to Lender within three 13) deys aher receipt of written demand from Lender to the e,ctent permitted by applicable law. Addresses. The mailing addresses of Truster (debtorl and Lender (secured party) from which information concerning the security interest granted by this Dead of Trust may be obtained teach es 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 assurences and attorney-in-fact ere a part of this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Lender, Truster will make, execute end deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, end 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, end other documents es may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve ( 11 Trustor's obligations under the Note, this Deed of Trust, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust as first end prior liens on the Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in writing, Trustor shell reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-In-Fact. If Trustor fells to do any of the things referred to in the preceding paregreph, Lender may do so tor and in the name of Trustor and at Truster's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-feet for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to eccomplish the metters referred to in the preceding paragraph. FULL PERFORMANCE. If Trustor pays ell the Indebtedness when due, and otherwise performs all the obligations imposed upon Trustor under this Deed of Trust, Lender shell execute end deliver to Trustee a request for full reconveyance end shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Lender may charge Trustor e reasonable reconveyance fee at the time of reconveyance .. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute en Event of Default under this Deed of Trust: Payment Default. Trustor falls to make any payment when due under the Indebtedness. Other Defauhs. Trustor fails to comply with or to perform any other term, obligation. covenant or condition contained in this Deed of Trust or in eny 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 Trustor. Compliance Default. Failure to comply with any other term, obligetion, covenant or condition contained in this Deed of Trust, the Note or in any of the Related Documents. Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or Insurance, or any other payment necessary to prevant tiling of or to effect discharge of any lien. Default in Favor of Third Parties. Should Grentor default under any loan, extension of credit, security agreement, purchase or sales Loan No: 1444 DEED OF TRUST (Continued) 3140 Page 5 11greement, or any other agreement, in favor of 11ny other creditor or person that may m11teri11lly affect any of Grantor's property or Grantor's ability to repay the Indebtedness or Grantor's ability to perform Gr11ntor's obligations under this Deed of Trust or any of the Related Documents. Falae Statements. Any warranty, representation or statement made or furnished to Lender by Trustor or on Trustor's behalf under this Deed of Trust or the Rel11ted Documents is f11lse or misleading in any m11terial respect, either now or et the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralizatlon. 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 e valid end perfected security interest or lien) at any time and for any reason. Death or Insolvency. The dissolution or termination of Trustor's existence as a going business or the death of any partner, the insolvency of Truster, the appointment of II receiver for any part of Trustor's property, any 11ssignment tor the benefit of creditors, 11ny type of creditor workout, or the commencement ot 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 Trustor or by any governmental agency against any property securing the Indebtedness. This Includes a garnishment of any of Truster's 11ccounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Trustor es to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Trustor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or II 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 Agreemont. Any breach by Truster under the terms of 11ny other agreement between Truster and Lender that is not remedied within any greco period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Trustor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of 11ny 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 financi11I condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. lnaacurity. Lender in good faith believes itself insecure. Right to Cure. If any default, other than a default in payment is curable and if Trustor has not been given e notice of a breach of the same provision of this Deed of Trust within the preceding twelve (121 months, it may be cured if Trustor, after Lender sends written notice to Truster demanding cure of such default: Ill cures the default within fifteen (15) days; or 121 if the cure requires more then fifteen 1151 days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 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 eny one or more of the following rights and remedies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit ot any other remedy, and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Truster's failure to perform, shell not affect Lender's right to declare a default and exercise its remedies. Foreclosure by Sele. 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 tor 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 Trustee this Deed ot Trust, the Note, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. After the lapse of such time es may then be required by law following the recordation of the notice of default, and notice of sale having been given es then required by law, Trustee, without demand on Truster, 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 es 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 ail or any portion of the Property by public announcement at such time end 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 l11w. Trustee shall dellver to such purchaser its deed conveying the Property so sold, but without eny covenant or warranty. express or implied. The recitals in such deed of any matters or tacts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary may purchase et such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, Including cost of evidence of title In connection with sale, Trustee shall 11pply the proceeds of &11le to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest et the amount allowed by law in effect et the date hereof; all other sums then secured hereby; and the remainder, it any, to the person or persons legally entitled thereto. Judicial Foreclosure. With respect to all or any part of the Reel Property, Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accord11nce 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 all the rights and remedies of a secured party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner end to the full extent provided by California law. Collect Rents. Lender shall have the right, without notice to Truster to take possession of and man11ge the Property and collect the Rents, including amounts past due end unp11id, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender mey require any ten11nt 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 Trustor irrevocably designates Lender es Truster's ettorney•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 Loan No: 1444 DEED OF TRUST (Continued) 3141 Page 6 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 end apply the proceeds, over end 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 emount. Employment by Lender shall not disqualify a person from serving es a receiver. Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Truster, Truster shall become II tenant et sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1 l pay II reasonable rental for the use of the Property, or (21 vacate the Property immediately upon the demand of Lender. Other Remedies. Trustee or Lender shell have any other right or remedy provided in this Deed of Trust or the Note or available et lew or in equity. Notice of Sala. 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 sele or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least ten (1 0l days before the time of the sale or disposition. Any sale of the Personal Property may be m11de in conjunction with any sale ol the Reel Property. Sale of the Property. To the extent permitted by applicable law, Truster hereby waives any and all rights to have the Property m11rshalled. 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. Attorney•' Faes: 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, end to the extent not prohibited by law, ell reasonable expenses Lender incurs that in Lender's opinion ere necessary at any time for the protection ot its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paregraph Include, without limitation. however subject to any limits under applicable law, Lender's attorneys' feea and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modily or 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 permitted by applicable law. ·Trustor also will pay any court costs, in addition to ell other sums provided by law. Rights of Trustee. Trustee shall have all of the rights and duties of Lender es set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers end 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: (al join in preparing and tiling a map or plat of the Real Property, including the dedication of streets or other rights to the public; (bl join in granting any easement or creating any restriction on the Real Property; and (cl 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 shell 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 Trustor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet ell qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shell 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 full extent provided by applicable law. Successor Trustee. Lender, at Lender's option, may from time to time appoint II successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed end 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, end Trustor, the book and page where this Deed of Trust is recorded, and the name end 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, end duties conferred upon the Trustee in this Deed of Trust end by applicable law. This procedure for substitution of Trustee shell govern to the exclusion of all other provisions for substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed end acknowledged, is made a public record as provided by law. NOTICES. Any notice required to be given under this Deed of Trust shell be given in writing, end shell be effective when actually delivered, when actually received by telefacsimile (unless otherwise reQulred b\l lawl, 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 Deed of Trust. Truster requests that copies of any notices ol default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. All copies ol notices of foreclosure from the holder of any lien which hes priority over thi11 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 Loan No: 1444 DEED OF TRUST (Continued) 3142 Page 7 address for notices under this Dead 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 notice purposes, Trustor agrees to keep Lander informed at all times of Trustor's current address. Unless otherwise provided or required by law, if there is more than one Trustor, any notice given by Lender to any Trustor is deemed to be notice given to all Trustors. STATEMENT OF OBLIGATION FEE. Lender mey collect a tee, not to exceed the maximum amount permitted by law, for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are e part of this Deed of Trust: Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding end 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 U5ed for purposes other than Truster's residence, Truster 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· shell mean all cash receipts from the Property less ell cash expenditures made 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 Lew. This Deed of Trust will be governed by federal law applicable to Lender end, to the extent not preempted by federal law, the laws of the State of California without regard to Its conflicts of law provisions. This Deed of Trust has bean accepted by Lender in the State of California. Choice of Venue. If there is a lawsuit, Trustor agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County, State of California. No Waiver by Lender. Lender shell not be deemed to have waived any rights under this Deed ol Trust unless such waiver is given in writing end signed by Lender. No delay or omission on the part of Lender in exercising any right shell operate as a waiver of such right or any other right. A waiver by Lender 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 this 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 Trustor'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 end in all cases such consent may be granted or withheld in the sole discretion of Lender. Saverablllty. If a court of competent jurisdiction finds any provision of this Dead 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. It feasible, the offending provision shall be considered modified so that it becomes legal, valid end 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 uncnforceability 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 11nd 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 Truster, 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 Trustor from the obligations 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 Capital Bank, and its successors and assigns. Borrower. The word "Borrower" means Stokes Family Properties, LP end includes all co-signers 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, end includes without limitation all assignment and security interest provisions relating to the Personal Property end Rents. Default. The word "Default" means the Default set forth in this Deed of Trust in the section titled "Default". Environmental Laws. The words "Environmental Laws· mean any and all state, federal and local statutes, regulations end 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. l"CERCLA"l, 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 end 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 sat forth in this Deed of Trust in the events of Loan No: 1444 default section of this Deed of Trust. DEED OF TRUST (Continued) 3143 Guarantor. The word "Guarantor• mesns sny guarantor, surety, or accommodation party of any or ell of the Indebtedness. Page 8 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, 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 end 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 "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. lndebtedne11. 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 Truster's obligations or expenses incurred by Trustee or Lender to enforce Trustor's obligattons under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. Lender. The word "Lender" means Capital Bank, its successors and assigns. Note. The word "Note" means the promissory note dated May 24, 2012. in the original principal amount of $3,700,000.00 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. NOTICE TO TRUSTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. 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, perts, and additions to, all replacements of, end all substitutions for, any of such property: and together with all proceeds (including without limitation all Insurance proceeds end refunds of premiums} from any sale or other disposition of the Property. Property. The word "Property" 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 Deed 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 11nd 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 "Trustee" means Chicago Title Company, whose address is 2365 Northside Drive, Suite 500, San Diego, CA 92108 end eny substitute or successor trustees. Trustor. The word "Trustor" means Stokes Family Properties, LP. TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND TRUSTOR AGREES TO ITS TERMS, INCLUDING THE VARIABLE RATE PROVISIONS OF THE NOTE SECURED BY THIS DEED OF TRUST. TRUSTOR: STOKES FAMILY PROPERTIES, LP S-TM~. LLC, General Partner of Stokes Family Properties, LP f SFP Commercial Investments. LLC , anager of SFP Commercial Investments, LLC Loan No: 1444 DEED OF TRUST (Continued) CERTIFICATE OF ACKNOWLEDGMENT STATEOF c.,~~=L~ COUNTY OF ·o~; j p )SS ) 3144 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. wrr•n:•fflcl• -~ n S~na~,.,_.,_A,...,___,6,b_·=-~""'--.;;._-----------!Seal) CERTIFICATE OF ACKNOWLEDGMENT STATE OF C C\..Q. ~Or(\\ et.., -o COUNTY OF ----'(t.......,.\,.0=-_2-(..._.})._._\_,__r.l.Q _____ _ lSS Page 9 On \\C\_ey,4 J() ,2012.. --...l..-'-""'-"'-->.~,------before me, --'-l.><~ ....... ~\V\___:_,.,...,A?1......•-,::...s"-'-ill=-\.::::;__i_) ~(\~,h..,...;\,_;l-£\.d'-.,=+-Q--:"-) ....... tJ \_,.:;..c.\ ..::.,,l ~<--' (here Insert name end title of theoWerJ personally appeared Christina Stokes, who proved to me on the basis of satisfactory evidence to be the personts) whose na~tsl isntJQ. subscribed to the within instrument and acknowledged to me thaNle/sh~y executed the same in"N$/her/iheir authorized capacitylles), end th11t b~her/fheir signature~n the instrument the person((), or the entity upon behalf of which the person~cted, eitecuted the instrument. I certify under PENAL TY OF PERJURY under the laws of the Stete of California that the foregoing paragraph is true and correct. (Seal) Loan No: 1444 DEED OF TRUST (Continued) (DO NOT RECORD) REQUEST FOR FULL RECONVEY ANCE (To be used only when obligations have been paid in full) To: _________________ , Trustee 3145 Page 10 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 paid and satisfied. You are hereby directed, upon payment to you of any sums owing to you under the terms of this Deed ot Trust or pursuant to eny applicable statute, to cancel the Note secured by this Deed of Trust (which is delivered to you together with this Deed of Trustt, 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: ________________ _ Benetlclary: _______________ _ By:----------------Its: _______________ _ LASER PRO Lending, Ver. 5.60.00.005 Copr. Harland Financial Solutions, Inc. 1997, 2012. All Rights Reserved. -CA G:\HARLAND\CFI\LPL\GOl .FC TR-717 PA-4 Order: 38406994 Name: STOKES FAM IL y PROPERTIES County: San Diego 6212 CORTE DEL ABETO , CARLSBAD I!] SSN Matched CJ Address Matched ID First, Middle, Last, Suffix Matched IType I Doc# I Date State Tax Lien 677441 10.31.2012 End of Report II First, Middle, Last Matched First, Ml, Last Matched ID Fl, Ml, Last Matched I Party 1 STATE OF CALIFORNIA I Party 2 Date: 02.03.2017 04:04 Plant Date: 01/27/2017 From Date: 02/03/2007 Soundex 75% III First, Last Matched Ill Fl, Last Matched II Last Name Matched I Remarks FAMILY FIRST PROPERTIES LLC Maint: 11/05/2012 Adr: 12122 AVENIDA CONSENTIOO SAN DIEGO, CA 921283247 921283247 The information contained in this Chain and the associated report has been taken from available recorded document records and is made available for your use and information. The information should be reviewed and approved by you prior to delivery to your customer. NextAce Corporation assumes no liability for any errors or omissions in the Information presented. 09 ~ ~ I ~ '\I TKS MAP WAS PREPAIIO FOi A~NT Pll!RlSES ()l.Y. I() L~BUTY IS ASsu.ED Fal HE ACCUlACY Of THE QI.TA SIM, ~srors PAACElS M.IY l()T CM.Y WITH LOCAi. SUOOl/500 OR llJIL!X~ OAOWJHS. g ... :-... \'--J78 50 -fuz ~ SHT 3 EB 11'.'Th ~ SAN DIEGO COUNTY ASSESSOR'S MAP BOOK 213 PAGE 08 ,, v,' ,._ ~ 13, '!;fa ('\ ,,, ln (/J 2 4.40 0'! I 9Yt i :-~ 5 \ 0 ii:·· . 410-\. z .• , .• @) 11,;a· 1-s 4. 86 AC I ~-. ~-~ ,· ~/4 J' ?, ,.. .. ~-~.,,. 3e.'" ,f · ,. '"·Tl ,r.14 ~-. • ... .:, NZ6'JO 'OJ'W A•JIJ0'•10. 8 © 3.00AC 7 @ ,-. 5.78AC ,-. ~ .,; "' ") © 12 0-Ul_ ABETO IH.ll II 0 2.61 AC 4 .13AC /j1./, ,11-~t @ 4.42 AC 10 @ IJ.,lf" "' ~ ~ .. 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