Filed by Bowne Pure Compliance





Exhibit 4.6




	 	 	 
	RECORDATION REQUESTED BY:
     
MILE HIGH BANKS
     
DTC BRANCH
     
8400 E. CRESCENT PKWY #150
     
GREENWOOD VILLAGE, CO 80111
	 	 
	 
	 	 
	WHEN RECORDED MAIL TO:
     
MILE HIGH BANKS
     
DTC BRANCH
     
8400 E. CRESCENT PKWY #150
     
GREENWOOD VILLAGE, CO 80111
	 	 
	 
	 	 
	SEND TAX NOTICES TO:
     
NETREIT, A CALIFORNIA CORPORATION
     
365 S. RANCHO SANTA FE ROAD, SUITE 300
     
SAN MARCOS, CA 92078

	 	FOR RECORDER’S USE ONLY






DEED OF TRUST




MAXIMUM PRINCIPAL AMOUNT SECURED. The Lien of this Deed of Trust shall not exceed at any one time
$6,597,500.00 except as allowed under applicable Colorado law.



THIS DEED OF TRUST is dated July 9, 2008, among NETREIT, A CALIFORNIA CORPORATION, whose address
is 365 S. RANCHO SANTA FE ROAD, SUITE 300, SAN MARCOS, CA 92078 (“Grantor”); MILE HIGH BANKS,
whose address is DTC BRANCH, 8400 E. CRESCENT PKWY #150, GREENWOOD VILLAGE, CO 80111 (referred to
below sometimes as “Lender” and sometimes as “Beneficiary”); and the Public Trustee of DENVER
COUNTY County, Colorado (referred to below as “Trustee”).



CONVEYANCE
AND GRANT. For valuable consideration, Grantor hereby irrevocably grants, transfers and
assigns to Trustee for the benefit of Lender as Beneficiary all of Grantor’s right, title, and
interest in and to the following described real property, together with all existing or
subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of
way, and appurtenances; all water, water rights and ditch rights (including stock in utilities
with ditch or irrigation rights); and all other rights, royalties, and profits relating to the
real property, including without limitation all minerals, oil, gas, geothermal and similar
matters, (the “Real Property”) located in DENVER COUNTY County, State of Colorado:




LOTS 30 THROUGH 35, INCLUSIVE, BLOCK 339, EXCEPT THE REAR 6 FEET AND THE EASTERLY 4 FEET
THEREOF, CAPITOL AVENUE SUBDIVISION, THIRD FILING, CITY AND COUNTY OF DENVER, STATE OF COLORADO



The Real Property or its address is commonly known as 727 COLORADO BOULEVARD, DENVER, CO 80206.




CROSS-COLLATERALIZATION. In addition to the Note, this Deed of Trust secures all obligations,
debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as
well as all claims by Lender against Grantor or any one or more of them, whether now existing or
hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or
otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or
contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with
others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether
recovery upon such amounts may be or hereafter may become barred by any statute of limitations,
and whether the obligation to repay such amounts may be or hereafter may become otherwise
unenforceable.



REVOLVING LINE OF CREDIT. This Deed of Trust secures the Indebtedness including, without
limitation, a revolving line of credit, which obligates Lender to make advances to Grantor so long
as Grantor complies with all the terms of the Note.



Grantor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of
Grantor’s right, title, and interest in and to all present and future leases of the Property and
all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code
security interest in the Personal Property and Rents.



THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND
PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY
AND ALL OBLIGATIONS 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 as otherwise provided in this Deed of Trust, Grantor 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 Grantor’s obligations under the Note, this Deed of Trust, and the
Related Documents.



POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor’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, Grantor may (1) remain in
possession and control of the Property; (2) use, operate or manage the Property; and (3)
collect the Rents from the Property.




Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly
perform all repairs, replacements, and maintenance necessary to preserve its value.




Compliance
With Environmental Laws. Grantor represents and warrants to
Lender that: (1) During
the period of Grantor’s ownership of the Property, there has been no use, generation,
manufacture, storage, treatment, disposal, release or threatened release of any Hazardous
Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of,
or reason to believe that there has been, except as previously disclosed to and acknowledged by
Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use,
generation, manufacture, storage, treatment, disposal, release or threatened release of any
Hazardous Substance on, under, about or from the Property by any prior owners or occupants of
the Property, or (c) any actual or threatened litigation or claims of any kind by any person
relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender
in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of
the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous
Substance on, under, about or from the Property; and (b) any such activity shall be conducted in
compliance with all applicable federal, state, and local laws, regulations and ordinances,
including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to
enter upon the Property to make such inspections and tests, at Grantor’s expense, as Lender may
deem appropriate to determine compliance of the Property with this section of the Deed of Trust.
Any inspections or tests made by Lender shall be for Lender’s purposes only and shall not be
construed to create any responsibility or liability on the part of Lender to Grantor or to any
other person. The representations and warranties contained herein are based on Grantor’s due
diligence in investigating the Property for Hazardous Substances.


 


 









 





					
	 	 	 	 	 
	 
	 	DEED OF TRUST	 	 
	Loan No: 05500412-10
	 	(Continued)
	 	Page 2







Grantor hereby (1) releases
and waives any future claims against Lender for indemnity or contribution in the event Grantor
becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify,
defend, and hold harmless Lender against any and all claims, losses, liabilities, damages,
penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting
from a breach of this section of the Deed of Trust or as a consequence of any use, generation,
manufacture, storage, disposal, release or threatened release occurring prior to Grantor’s
ownership or interest in the Property, whether or not the same was or should have been known to
Grantor. The provisions of this section of the Deed of Trust, including the obligation to
indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and
reconveyance of the lien of this Deed of Trust and shall not be affected by Lender’s
acquisition of any interest in the Property, whether by foreclosure or otherwise.




Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or
suffer any stripping of or waste on or to the Property or any portion of the Property. Without
limiting the generality of the foregoing, Grantor 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. Grantor shall not demolish or remove any Improvements from the Real
Property without Lender’s prior written consent. As a condition to the removal of any
Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace
such Improvements with Improvements of at least equal value.




Lender’s Right to Enter. Lender and Lender’s agents and representatives may enter upon the
Real Property at all reasonable times to attend to Lender’s interests and to inspect the Real
Property for purposes of Grantor’s compliance with the terms and conditions of this Deed of
Trust.




Compliance with Governmental Requirements. Grantor 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. Grantor may contest in good faith any such law, ordinance, or regulation
and withhold compliance during any proceeding, including appropriate appeals, so long as
Grantor 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 Grantor to
post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s
interest.




Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor
shall do all other acts, in addition to those acts set forth above in this section, which from
the character and use of the Property are reasonably necessary to protect and preserve the
Property.



DUE ON SALE — CONSENT BY LENDER. Lender may, at Lender’s option, declare immediately due and
payable all sums secured by this Deed of Trust upon the sale or transfer, without Lender’s prior
written consent, of all or any part of the Real Property, or any interest in the Real Property. A
“sale or transfer” means the conveyance of Real Property or any right, title or interest in the
Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether
by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold
interest with a term greater than three (3) years, lease-option contract, or by sale, assignment,
or transfer of any beneficial interest in or to any land trust holding title to the Real Property,
or by any other method of conveyance of an interest in the Real Property. If any Grantor is a
corporation, partnership or limited liability company, transfer also includes any change in
ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or
limited liability company interests, as the case may be, of such Grantor. However, this option
shall not be exercised by Lender if such exercise is prohibited by federal law or by Colorado law.



TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part
of this Deed of Trust:




Payment.
Grantor shall pay when due (and in all events prior to delinquency) all taxes, special
taxes, assessments, charges (including water and sewer), fines and impositions levied against
or on account of the Property, and shall pay when due all claims for work done on or for
services rendered or material furnished to the Property. Grantor 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 Contest. Grantor may withhold payment of any tax, assessment, or claim in connection
with a good faith dispute over the obligation to pay, so long as Lender’s interest in the
Property is not jeopardized. If a lien arises or is filed as a result
of nonpayment, Grantor
shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen
(15) days after Grantor has notice of the filing, 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 amount sufficient to discharge the lien plus any costs
and attorneys’ fees, or other charges that could accrue as a result of a foreclosure or sale
under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any
adverse judgment before enforcement against the Property. Grantor shall name Lender as an
additional obligee under any surety bond furnished in the contest proceedings.




Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of
payment of the taxes or assessments and shall authorize the appropriate governmental official
to deliver to Lender at any time a written statement of the taxes and assessments against the
Property.




Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is
commenced, any services are furnished, or any materials are supplied to the Property, if any
mechanic’s lien, materialmen’s lien, or other lien could be asserted on account of the work,
services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances
satisfactory to Lender that Grantor can and will pay the cost of such improvements.



PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of
Trust.




Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with
standard extended coverage endorsements on a replacement basis for the full insurable value
covering all Improvements on the Real Property in an amount sufficient to avoid application of
any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall
also procure and maintain comprehensive general liability insurance in such coverage amounts as
Lender may request with Trustee and Lender being named as additional insureds in such liability
insurance policies. Additionally, Grantor shall maintain such other insurance, including but
not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably
require. Policies shall be written in form, amounts, coverages and basis reasonably acceptable
to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, 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 (10) days prior written notice to Lender. Each
insurance policy also shall include an endorsement providing that coverage in favor of Lender
will not be impaired in any way by any act, omission or default of Grantor or any other person.
Should the Real Property be located in an area designated by the Director of the Federal
Emergency Management Agency as a special flood hazard area, Grantor 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. Grantor shall promptly notify Lender of any loss or damage to the
Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of
the casualty. Whether or not Lender’s security is impaired, Lender may, at Lender’s election,
receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the
Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the
Property. If Lender elects to apply the proceeds to restoration and
repair, Grantor shall
repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender.
Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the
proceeds for the reasonable cost of repair or restoration if Grantor is not in default under
this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their
receipt and which Lender has not committed to the repair or restoration of the Property shall
be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued
interest, and the remainder, if any, shall be applied to the principal balance of the
Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such
proceeds shall be paid to Grantor as Grantor’s interests may appear.


 


 









 





					
	 	 	 	 	 
	 
	 	DEED OF TRUST	 	 
	Loan No: 05500412-10
	 	(Continued)
	 	Page 3







Grantor’s Report on Insurance. Upon request of Lender, however not more than once a year,
Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) the
name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property
insured, the then current replacement value of such property, and the manner of determining
that value; and (5) the expiration date of the policy. Grantor shall, upon request of Lender,
have an independent appraiser satisfactory to Lender determine the cash value replacement cost
of the Property.



LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect
Lender’s interest in the Property or if Grantor fails to comply with any provision of this Deed of
Trust or any Related Documents, including but not limited to Grantor’s failure to discharge or pay
when due any amounts Grantor is required to discharge or pay under this Deed of Trust or any
Related Documents, Lender on Grantor’s behalf may (but shall not be obligated to) take any action
that Lender deems appropriate, including but not limited to discharging or paying all taxes,
liens, security interests, 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 at the rate
charged under the Note from the date incurred or paid by Lender to the date of repayment by
Grantor. All such expenses will become a part of the Indebtedness and, at Lender’s option, will
(A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be
payable with any installment payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment
which will be due and payable at the Note’s maturity. The Deed of Trust also 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. Grantor warrants that: (a) Grantor holds good and marketable title of record to the
Property in fee simple, free and clear of all liens and encumbrances other than those set forth
in the Real Property description or in any title insurance policy, title report, or final title
opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and
(b) Grantor has the full right, power, and authority to execute and deliver this Deed of Trust
to Lender.




Defense of Title. Subject to the exception in the paragraph above, Grantor 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 Grantor’s title or the interest of Trustee
or Lender under this Deed of Trust, Grantor shall defend the action at Grantor’s expense.
Grantor may be the nominal party in such proceeding, but Lender shall be entitled to
participate in the proceeding and to be represented in the proceeding by counsel of Lender’s
own choice, and Grantor 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. Grantor warrants that the Property and Grantor’s use of the Property
complies with all existing applicable laws, ordinances, and regulations of governmental
authorities.




Survival of Representations and Warranties. All representations, warranties, and agreements
made by Grantor in this Deed of Trust shall survive the execution and delivery of this Deed of
Trust, shall be continuing in nature, and shall remain in full force and effect until such time
as Grantor’s Indebtedness shall be paid in full.



CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this
Deed of Trust:




Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender
in writing, and Grantor shall promptly take such steps as may be necessary to defend the action
and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be
entitled to participate in the proceeding and to be represented in the proceeding by counsel of
its own choice, and Grantor 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.




Application
of Net Proceeds. If all or any part of the Property is condemned by eminent domain
proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its
election require that all or any portion of the net proceeds of the award be applied to the
Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall
mean the award after payment of all reasonable costs, expenses, and attorneys’ fees incurred by
Trustee or Lender in connection with the condemnation.



IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions
relating to governmental taxes, fees and charges are a part of this Deed of Trust:




Current Taxes, Fees and Charges. Upon request by Lender, Grantor 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. Grantor 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 limitation all taxes, fees, documentary
stamps, and other charges for recording or registering this Deed of Trust.




Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax
upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this
Deed of Trust; (2) a specific tax on Grantor which Grantor is authorized or required to deduct
from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type
of Deed of Trust chargeable against the Lender or the holder of the
Note; and (4) a specific
tax on all or any portion of the Indebtedness or on payments of principal and interest made by
Grantor.




Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date
of this Deed of Trust, this event shall have the same effect as an Event of Default, and
Lender may exercise any or all of its available remedies for an Event of Default as provided
below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the
tax as provided above in the Taxes and Liens section and deposits with Lender cash or a
sufficient corporate surety bond or other security satisfactory to Lender.



SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust
as a security agreement are a part of this Deed of Trust:




Security Agreement. This instrument shall constitute a Security Agreement to the extent any of
the Property constitutes fixtures, and Lender shall have all of the rights of a secured party
under the Uniform Commercial Code as amended from time to time.




Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by
Lender to perfect and continue Lender’s security interest in the Rents and Personal Property.
In addition to recording this Deed of Trust in the real property records, Lender may, at any
time and without further authorization from Grantor, file executed counterparts, copies or
reproductions of this Deed of Trust as a financing statement. Grantor shall reimburse Lender
for all expenses incurred in perfecting or continuing this security
interest. Upon default,
Grantor shall not remove, sever or detach the Personal Property from the Property. Upon
default, Grantor shall assemble any Personal Property not affixed to the Property in a manner
and at a place reasonably convenient to Grantor and Lender and make it available to Lender
within three (3) days after receipt of written demand from Lender to the extent permitted by
applicable law.




Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which
information concerning the security interest granted by this Deed of Trust may be obtained
(each as required by the Uniform Commercial Code) are as stated on the first page of this Deed
of Trust.


 


 









 





					
	 	 	 	 	 
	 
	 	DEED OF TRUST	 	 
	Loan No: 05500412-10
	 	(Continued)
	 	Page 4






FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and
attorney-in-fact are a part of this Deed of Trust:




Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will
make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to
Lender’s designee, and when requested by Lender, cause to be filed, recorded, refiled, or
rerecorded, as the case may be, at such times and in such offices and places as Lender may deem
appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements,
financing statements, continuation statements, instruments of further assurance, certificates,
and other documents as may, in the sole opinion of Lender, be necessary or desirable in order
to effectuate, complete, perfect, continue, or preserve (1) Grantor’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 and prior liens on the Property, whether now owned or
hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in
writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with
the matters referred to in this paragraph.




Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding
paragraph, Lender may do so for and in the name of Grantor and at Grantor’s expense. For such
purposes, Grantor hereby irrevocably appoints Lender as Grantor’s attorney-in-fact 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 accomplish the matters referred to in
the preceding paragraph.



FULL
PERFORMANCE. Upon the full performance of all the obligations under the Note and this Deed of
Trust, Trustee may, upon production of documents and fees as required under applicable law,
release this Deed of Trust, and such release shall constitute a release of the lien for all such
additional sums and expenditures made pursuant to this Deed of Trust. Lender agrees to cooperate
with Grantor in obtaining such release and releasing the other collateral securing the
Indebtedness. Any release fees required by law shall be paid by Grantor, if permitted by
applicable law.



EVENTS OF DEFAULT. Each of the following, at Lender’s option, shall constitute an Event of
Default under this Deed of Trust:




Payment Default. Grantor fails to make any payment
when due under the Indebtedness.




Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant
or condition contained in this Deed of Trust or in any of the Related Documents or to comply
with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Grantor.




Compliance Default. Failure to comply with any other term, obligation, covenant or condition
contained in this Deed of Trust, the Note or in any of the Related
Documents.




Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to
make any payment for taxes or insurance, or any other payment necessary to prevent filing of or
to effect discharge of any lien.




Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in favor of any other
creditor or person that may materially affect any of Grantor’s property or Grantor’s ability to
repay the Indebtedness or perform their respective obligations under this Deed of Trust or any
of the Related Documents.




False Statements. Any warranty, representation or statement made or furnished to Lender by
Grantor or on Grantor’s behalf under this Deed of Trust or the Related Documents is false or
misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.




Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in
full force and effect (including failure of any collateral document to create a valid and
perfected security interest or lien) at any time and for any reason.




Insolvency. The dissolution or termination of Grantor’s existence as a going business, the
insolvency of Grantor, the appointment of a receiver for any part of Grantor’s property, any
assignment for the benefit of creditors, any type of creditor workout, or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against Grantor.




Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by any creditor of
Grantor or by any governmental agency against any property securing the Indebtedness. This
includes a garnishment of any of Grantor’s accounts, including deposit accounts, with Lender.
However, this Event of Default shall not apply if there is a good faith dispute by Grantor as
to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding
and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in
an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond
for the dispute.




Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between
Grantor and Lender that is not remedied within any grace period provided therein, including
without limitation any agreement concerning any indebtedness or other obligation of Grantor to
Lender, whether existing now or later.




Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,
endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser,
surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity
of, or liability under, any Guaranty of the Indebtedness.




Adverse Change. A material adverse change occurs in Grantor’s financial condition, or Lender
believes the prospect of payment or performance of the Indebtedness is impaired.




Insecurity. Lender in good faith believes itself insecure.



RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any
time thereafter, Trustee or Lender may exercise any one or more of the following rights and
remedies:




Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any
other remedy, and an election to make expenditures or to take action to perform an obligation
of Grantor under this Deed of Trust, after Grantor’s failure to perform, shall not affect
Lender’s right to declare a default and exercise its remedies.




Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to
declare the entire Indebtedness immediately due and payable, including any prepayment penalty
which Grantor would be required to pay.




Foreclosure. Lender shall have the right to cause all or any part of the Real Property, and
Personal Property, if Lender decides to proceed against it as if it were real property, to be
sold by the Trustee according to the laws of the State of Colorado as respects foreclosures
against real property. The Trustee shall give notice in accordance with the laws of Colorado.
The Trustee shall apply the proceeds of the sale in the following order: (a) to all costs and
expenses of the sale, including but not limited to Trustee’s fees, attorneys’ fees, and the
cost of title evidence; (b) to all sums secured by this Deed of Trust; and (c) the excess, if
any, to the person or persons legally entitled to the excess.




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.




Collect Rents. Lender shall have the right, without notice to Grantor to take possession of
and manage the Property and collect the Rents, including amounts past due and unpaid, and
apply the net proceeds, over and above Lender’s costs, against the Indebtedness. In
furtherance of this right, Lender may require any tenant or other user of the Property to make
payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then
Grantor irrevocably designates Lender as Grantor’s attorney-in-fact to endorse instruments
received in payment thereof in the name of Grantor and to negotiate the same and collect the
proceeds. Payments by tenants or other users to Lender in response to Lender’s demand shall
satisfy the obligations for which the payments are made, whether or not any proper grounds for
the demand existed. Lender may exercise its rights under this subparagraph either in person,
by agent, or through a receiver.


 


 









 





					
	 	 	 	 	 
	 
	 	DEED OF TRUST	 	 
	Loan No: 05500412-10
	 	(Continued)
	 	Page 5







Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession
of all or any part of the Property, with the power to protect and preserve the Property, to
operate the Property preceding foreclosure or sale, and to collect the Rents from the Property
and apply the proceeds, over and above the cost of the receivership, against the Indebtedness.
The receiver may serve without bond if permitted by law. Lender’s right to the appointment of
a receiver shall exist whether or not the apparent value of the Property exceeds the
Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from
serving as a receiver. Receiver may be appointed by a court of competent jurisdiction upon ex
parte application and without notice, notice being expressly waived.




Tenancy at Sufferance. If Grantor 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 Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of
the Property and shall, at Lender’s option, either (1) pay a reasonable rental for the use of
the Property, or (2) vacate the Property immediately upon the demand of Lender.




Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed
of Trust or the Note or available at law or in equity.




Sale of the Property. In exercising its rights and remedies, Lender shall be free to designate
on or before it files a notice of election and demand with the Trustee, that the Trustee 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. Upon
any sale of the Property, whether made under a power of sale granted in this Deed of Trust or
pursuant to judicial proceedings, if the holder of the Note is a purchaser at such sale, it
shall be entitled to use and apply all, or any portion of, the Indebtedness for or in
settlement or payment of all, or any portion of, the purchase price of the Property purchased,
and, in such case, this Deed of Trust, the Note, and any documents evidencing expenditures
secured by this Deed of Trust shall be presented to the person conducting the sale in order
that the amount of Indebtedness so used or applied may be credited thereon as having been
paid.




Attorneys’ Fees; Expenses. If Lender forecloses or institutes any suit or action to enforce any
of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court
may adjudge reasonable as attorneys’ fees at trial and upon any appeal. Whether or not any
court action is involved, and to the extent not prohibited by law, all reasonable expenses
Lender incurs that in Lender’s opinion are necessary at any time for the protection of its
interest or the enforcement of its rights shall become a part of the Indebtedness payable on
demand and shall bear interest at the Note rate from the date of the expenditure until repaid.
Expenses covered by this paragraph include, without limitation, however subject to any limits
under applicable law, Lender’s attorneys’ fees whether or not there is a lawsuit, including
attorneys’ fees and expenses for bankruptcy proceedings (including efforts to modify or vacate
any automatic stay or injunction), appeals, and any anticipated 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. Grantor also will pay any court costs, in addition to
all other sums provided by law.




Rights of Trustee. To the extent permitted by applicable law, Trustee shall have all of the
rights and duties of Lender as set forth in this section.



NOTICES. Any notice required to be given under this Deed of Trust, including without limitation
any notice of default and any notice of sale shall be given in writing, and shall be effective
when actually delivered, when actually received by telefacsimile (unless otherwise required by
law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited
in the United States mail, as first class, certified or registered mail postage prepaid, directed
to the addresses shown near the beginning of this Deed of Trust. All copies of notices of
foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent
to Lender’s address, as shown near the beginning of this Deed of Trust. Any party may change its
address for notices under this Deed of Trust by giving formal written notice to the other parties,
specifying that the purpose of the notice is to change the party’s address. For notice purposes,
Grantor agrees to keep Lender informed at all times of Grantor’s current address. Unless otherwise
provided or required by law, if there is more than one Grantor, any notice given by Lender to any
Grantor is deemed to be notice given to all Grantors.



SUBSEQUENT TRANSACTIONS INVOLVING REAL ESTATE. Grantor shall not allow or permit the real property
described in this document to become encumbered by any lien, security interest, or charge, other
than the encumbrance created by this Deed of Trust, without the prior written consent of the
lender. This includes any and all security interests, even if junior in right to the security
interests granted under this Deed of Trust.



MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust:




Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment
to this Deed of Trust shall be effective unless given in writing and signed by the party or
parties sought to be charged or bound by the alteration or amendment.




Annual Reports. If the Property is used for purposes other than Grantor’s residence, Grantor
shall furnish to Lender, upon request, a certified statement of net operating income received
from the Property during Grantor’s previous fiscal year in such form and detail as Lender shall
require. “Net operating income” shall mean all cash receipts from the Property less all cash
expenditures 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 Law. This Deed of Trust will be governed by federal law applicable to Lender and,
to the extent not preempted by federal law, the laws of the State of Colorado without regard to
its conflicts of law provisions. This Deed of Trust has been accepted by Lender in the State
of Colorado.




Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender’s request to submit to
the jurisdiction of the courts of BOULDER County, State of Colorado.




No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of
Trust unless such waiver is given in writing and signed by Lender. No delay or omission on
the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a 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 Grantor, shall constitute a waiver of any of Lender’s rights or of
any of Grantor’s obligations as to any future transactions. Whenever the consent of Lender is
required under this Deed of Trust, the granting of such consent by Lender in any instance shall
not constitute continuing consent to subsequent instances where such consent is required and in
all cases such consent may be granted or withheld in the sole discretion of Lender.






 


 












 




					
	 	 	 	 	 
	 
	 	DEED OF TRUST	 	 
	Loan No: 05500412-10
	 	(Continued)
	 	Page 6






Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust
to be illegal, invalid, or unenforceable as to any circumstance, that
finding shall not make the offending provision illegal, invalid, or
unenforceable as to any other circumstance. If feasible, the offending provision shall be
considered modified so that it becomes legal, valid and enforceable. If the offending provision
cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise
required by law, the illegality, invalidity, or unenforceability of any provision of this Deed
of Trust shall not affect the legality, validity or enforceability of any other provision of
this Deed of Trust.




Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of
Grantor’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 Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with
reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without
releasing Grantor 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.




Waiver of Homestead Exemption. Grantor hereby releases and waives all rights and benefits of
the homestead exemption laws of the State of Colorado as to all Indebtedness secured by 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 MILE HIGH BANKS, and its successors and assigns.




Borrower. The word “Borrower” means NETREIT, A CALIFORNIA CORPORATION and 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 Grantor, Lender, and
Trustee, and includes without limitation all assignment and security interest provisions
relating to the Personal Property and 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 and ordinances relating to the protection of human health or the
environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
(“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499
(“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable
state or federal laws, rules, or regulations adopted pursuant thereto.




Event of Default. The words “Event of Default” mean any of the events of default set forth in
this Deed of Trust in the events of default section of this Deed of Trust.




Grantor. The word “Grantor” means NETREIT, A CALIFORNIA CORPORATION.




Guaranty. The word “Guaranty” means the guaranty from guarantor, endorser, surety, or
accommodation party 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 and include without limitation any
and all hazardous or toxic substances, materials or waste as defined by or listed under the
Environmental Laws. The term “Hazardous Substances” also includes, without limitation,
petroleum and petroleum by-products or any fraction thereof and asbestos.




Improvements. The word “Improvements” means all existing and future improvements, buildings,
structures, mobile homes affixed on the Real Property, facilities, additions, replacements and
other construction on the Real Property.




Indebtedness. The word “Indebtedness” means all principal, interest, and other amounts, costs
and expenses payable under the Note or Related Documents, together with all renewals of,
extensions of, modifications of, consolidations of and substitutions for the Note or Related
Documents and any amounts expended or advanced by Lender to discharge Grantor’s obligations or
expenses incurred by Trustee or Lender to enforce Grantor’s obligations under this Deed of
Trust, together with interest on such amounts as provided in this
Deed of Trust. Specifically,
without limitation, Indebtedness includes all amounts that may be indirectly secured by the
Cross-Collateralization provision of this Deed of Trust.




Lender. The word “Lender” means MILE HIGH BANKS, its successors and assigns.




Note. The word “Note” means the promissory note dated July 9, 2008, in the original
principal amount of $6,597,500.00 from Grantor to Lender, together with all renewals of,
extensions of, modifications of, refinancings of, consolidations of, and substitutions for the
promissory note or agreement. The maturity date of the Note is July 9, 2011.




Personal Property. The words “Personal Property” mean all equipment, fixtures, and other
articles of personal property now or hereafter owned by Grantor, and now or hereafter attached
or affixed to the Real Property; together with all accessions, parts, and additions to, all
replacements of, and all substitutions for, any of such property; and together with all
proceeds (including without limitation all insurance proceeds and 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, environmental agreements, guaranties, security agreements, mortgages, deeds of
trust, security deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Indebtedness.




Rents. The word “Rents” means all present and future rents, revenues, income, issues,
royalties, profits, and other benefits derived from the Property.




Trustee. The word “Trustee” means the Public Trustee of DENVER COUNTY County, Colorado.




 















 




	 	 	 	 	 
	 
	 	DEED OF TRUST	 	 
	Loan No: 05500412-10
	 	(Continued)
	 	Page 7






GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO
ITS TERMS.



GRANTOR:




	 	 	 	 	 
	NETREIT, A CALIFORNIA CORPORATION

 	 
	By:  	/s/
Kenneth W. Elsberry
 	 
	 	 	KENNETH   W.   ELSBERRY,
Secretary &  CFO   of	 
	 	 	 NETREIT, A   CALIFORNIA CORPORATION 	 
	 



CORPORATE ACKNOWLEDGMENT




	 	 	 	 	 	 	 	 	 	 	 
	STATE OF Colorado

	 	 
	 	 	 	 	)	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	)	 SS
	COUNTY OF El Paso

	 	 
	 	 	 	 	)	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






On this 9th day of July, 2008, before me, the undersigned Notary Public, personally appeared
KENNETH W. ELSBERRY, Secretary & CFO of NETREIT, A CALIFORNIA CORPORATION, and known to me to be an
authorized agent of the corporation that executed the Deed of Trust and acknowledged the Deed of
Trust to be the free and voluntary act and deed of the corporation, by authority of its Bylaws or
by resolution of its board of directors, for the uses and purposes therein mentioned, and on oath
stated that he or she is authorized to execute this Deed of Trust and in fact executed the Deed of
Trust on behalf of the corporation.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(STAMP)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ [ILLEGIBLE]
	 	 	 	 	 	Residing at	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notary Public in and for the State of	 	 	 	 	 	My commission expires	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 






LASER
PRO Lending, Ver. 5.40.00.003 Copr. Harland Financial Solutions, Inc.
1997, 2008.

 All Rights Reserved. — CO
I:\CFI\LPL\G01.FC TR-1533 PR-8