exv10w52






Exhibit 10.52




APN: 436-710-001-0 and 436-710-002-1 and

436-710-003-2 and 436-710-004-3 and 436-

710-005-4 and 436-710-006-5 and 436-710-

007-6 and 436-710-008-7 and 436-710-010-8




PREPARED BY AND UPON

RECORDATION RETURN TO:




Edwards Angell Palmer & Dodge LLP

2800 Financial Plaza

Providence, RI 02903

Attention: Gail E. McCann, Esq.




DEED OF TRUST

ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND

FIXTURE FILING




Project Commonly Known As

“San Jacinto Esplanade Retail Center, San Jacinto, Riverside County, California”




made by




TNP SRT SAN JACINTO, LLC,




as Grantor

to




FIRST AMERICAN TITLE INSURANCE COMPANY,




solely as Trustee

for the benefit of




KEYBANK NATIONAL ASSOCIATION,




as Agent for Lenders,

as Beneficiary




     NOTE: THIS DEED OF TRUST SECURES A PROMISSORY NOTE WHICH BEARS INTEREST AT RATES WHICH VARY
ACCORDING TO CHANGES IN THE “PRIME RATE” AND THE “LIBOR RATE”, AS DEFINED IN THE NOTE (AS
HEREINAFTER DEFINED) AND/OR A BALLOON PAYMENT.



     This instrument is to be filed and indexed in the real estate records and is also to be
indexed in the Index of Financing Statements of Riverside County, California under the name of TNP
SRT SAN JACINTO, LLC, as “debtor,” and KeyBank National Association, as Agent, as “secured party.”
Grantor’s (as defined herein) organizational number in Delaware is 4850435.



 









 




Information concerning the security interest may be obtained from Beneficiary at the following
address: 225 Franklin Street, 18th Floor, Boston Massachusetts 02110.




     THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of
Trust”) is made as of August 11, 2010, by TNP SRT SAN JACINTO, LLC, a Delaware limited liability
company (“Grantor”), whose address is 1900 Main Street, Suite 700, Irvine, CA 92614, in favor of
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, its successors and assigns
(“Trustee”), whose address is 5 First American Way, Santa Ana, California 92707, solely as trustee,
for the benefit of KEYBANK NATIONAL ASSOCIATION, as Agent (in such capacity, “Beneficiary”), its
successors and assigns, for itself and any other lenders who become Lenders under the Loan
Agreement (as hereinafter defined) (collectively referred to as “Lenders” and each individually
referred to as a “Lender”).



     Capitalized terms used herein shall have the meanings set forth in Schedule 1 of this
Deed of Trust or in the specific sections of this Deed of Trust. Initially capitalized terms used
and not otherwise defined in this Agreement shall have the meanings respectively ascribed to them
in the Loan Agreement. Any terms used or defined in the California Uniform Commercial Code, as in
effect from time to time, and not defined in this Deed of Trust has the meaning given to the term
in the California Uniform Commercial Code, as in effect from time to time, when used in this Deed
of Trust.


1. Grant and Secured Obligations.




     1.1 Grant. For the purpose of securing payment and performance of the Secured
Obligations defined and described in Section 1.2 of this Deed of Trust, Grantor, as debtor
hereby irrevocably and unconditionally grants, bargains, sells, conveys, mortgages and warrants to
Trustee in trust, for the benefit of the Beneficiary, as secured party, with power of sale and with
right of entry and possession, all estate, right, title and interest which Grantor now has or may
later acquire in and to the following property (all or any part of such property, or any interest
in all or any part of it, as the context may require, the “Property”):




     (a) The real property located in the County of Riverside, State of California, as
described in Exhibit A, together with all existing and future easements and rights
affording access to it (the “Premises”);




     (b) All buildings, structures and improvements now located or later to be constructed
on the Premises (the “Improvements”);




     (c) All existing and future appurtenances, privileges, easements, franchises and
tenements of the Premises, including all minerals, oil, gas, other hydrocarbons and
associated substances, sulphur, nitrogen, carbon dioxide, helium and other commercially
valuable substances which may be in, under or produced from any part of the Premises, all
development rights and credits, air rights, water, water rights (whether riparian,
appropriative or otherwise, and whether or not appurtenant) and water stock, and any
Premises lying in the streets, roads or avenues, open or proposed, in front of or adjoining
the Premises and Improvements;



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     (d) All existing and future leases, subleases, subtenancies, licenses, occupancy
agreements and concessions (collectively, “Leases”) relating to the use and enjoyment of all
or any part of the Premises and Improvements, and any and all guaranties and other
agreements relating to or made in connection with any of such Leases;




     (e) All real property and improvements on it, and all appurtenances and other property
and interests of any kind or character, whether described in Exhibit A or not, which
may be reasonably necessary or desirable to promote the present and any reasonable future
beneficial use and enjoyment of the Premises and Improvements;




     (f) All goods, materials, supplies, chattels, furniture, fixtures, equipment,
inventory, machinery and articles of personal property, of every kind and character,
tangible and intangible (including software embedded therein), now owned or hereafter
acquired by Grantor now or later to be attached to, placed in or on, or used in connection
with the use, enjoyment, occupancy or operation of all or any part of the Premises and
Improvements, whether stored on the Premises or elsewhere, including all pumping plants,
engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling,
air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of which
shall be considered to the fullest extent of the law to be real property for purposes of
this Deed of Trust;




     (g) All building materials, equipment, work in process or other personal property of
any kind, whether stored on the Premises or elsewhere, which have been or later will be
acquired for the purpose of being delivered to, incorporated into or installed in or about
the Premises or Improvements;




     (h) All rights to the payment of money, accounts (including any rent concession
account), funds, deposit accounts, operating accounts, bank accounts, tenant security
accounts, accounts receivable, reserves, deferred payments, refunds, cost savings, payments
and deposits, whether now or later to be received from third parties (including all earnest
money sales deposits) or deposited by Grantor with third parties (including all utility
deposits), contract rights, construction contracts, commercial paper, warranties,
development and use rights, governmental permits and licenses, development rights,
applications, architectural and engineering plans, specifications and drawings, as-built
drawings, chattel paper, tangible chattel paper, electronic chattel paper, instruments,
documents, notes, acceptances, bonuses, actions, rights, drafts, general intangibles,
payment intangibles, software, trade names, trademarks, commercial tort claims, letter of
credit rights and proceeds, investment property, supporting obligations of every kind and
nature;




     (i) All insurance policies pertaining to the Premises and all proceeds, including all
claims to and demands for them, of the voluntary or involuntary conversion of any of the
Premises, Improvements or the other property described above into cash or liquidated claims,
including proceeds of all present and future fire, hazard or casualty insurance policies, to
the extent permitted by law, and all condemnation awards, to the extent permitted by law, or
payments now or later to be made by any public body or decree by any court of competent
jurisdiction for any taking or in connection with any



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condemnation or eminent domain proceeding, to the extent permitted by law, and all
causes of action and their proceeds for any damage or injury to the Premises, Improvements
or the other property described above or any part of them, or breach of warranty in
connection with the construction of the Improvements, including causes of action arising in
tort, contract, fraud or concealment of a material fact;




     (j) All of Grantor’s rights in and to all Interest Rate Agreements, if any;




     (k) All books and records pertaining to any and all of the property described above,
including computer-readable memory and any computer hardware or software necessary to access
and process such memory (“Books and Records”); and




     (l) All products, proceeds of, additions and accretions to, substitutions and
replacements for, and changes in any of the property described above.



     1.2 Secured Obligations.




     (a) Grantor makes the grant, conveyance, and mortgage set forth in Section 1.1
above, and grants the security interest set forth in Section 3 of this Deed of Trust
for the purpose of securing the following obligations (the “Secured Obligations”) in any
order of priority that Beneficiary may choose:




     (i) Payment of all obligations at any time owing under a Revolving Credit Note
(as amended, restated and/or modified from time to time, the “Note”) dated as of
November 12, 2009, payable by TNP Strategic Retail Operating Partnership, LP, a
Delaware limited partnership (“Original Borrower”) (later amended to include Grantor
and any other Borrower) as maker in the stated maximum principal amount of Fifteen
Million Dollars ($15,000,000) to the order of Beneficiary;




     (ii) Payment and performance of all obligations of Grantor under this Deed of
Trust;




     (iii) Payment and performance of all obligations of Original Borrower, Grantor
and any other borrowers (collectively “Borrowers”), Beneficiary, and the Lenders
under a Revolving Credit Agreement dated as of November 12, 2009 (as amended,
restated and/or modified from time to time, the “Loan Agreement”);




     (iv) Payment and performance of any obligations of Original Borrower, Grantor
and any other Borrower under any Loan Documents (except the San Jacinto
Environmental Indemnity Agreement and the Guaranty (each as defined in the Loan
Agreement), which shall remain unsecured), which are executed by Original Borrower
and Grantor;




     (v) Payment and performance of all obligations of Original Borrower, Grantor
and any other Borrower arising from any Interest Rate Agreement;



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     (vi) Payment and performance of all future loans, advances and other
obligations that Grantor, Original Borrower or any other Borrower may agree to pay
and/or perform (whether as principal, surety or guarantor) for the benefit of
Beneficiary, when a writing evidences the parties’ agreement that the advance or
obligation be secured by this Deed of Trust.




     (vii) Payment and performance of all modifications, amendments, extensions, and
renewals, however evidenced, of any of the Secured Obligations.


Notwithstanding any other provision of this Deed of Trust or the other Loan Documents to the
contrary, this Deed of Trust does not secure any of the obligations of Grantor under the San
Jacinto Environmental Indemnity, it being the intent and agreement of the parties that the
obligations of Grantor under the San Jacinto Environmental Indemnity be and remain unsecured by any
interest in the Property. It is the intent of the parties that the Property shall secure all of
the Secured Obligations presently or hereafter owed, and that the priority of the lien created by
this Deed of Trust for all such Secured Obligations shall be as of the time of recording of this
Deed of Trust. In addition, this Deed of Trust shall also secure the unpaid balances of all future
advances (i) made by Beneficiary and Lenders as further advances of loan proceeds under the Loan
Agreement, (ii) made by Beneficiary and Lenders with respect to the Property for the payment of
taxes, assessments, insurance premiums, costs or any other advances incurred for the protection of
the Property, and/or (ii) otherwise made by Beneficiary and Lenders as contemplated by this Deed of
Trust or any of the other Loan Documents, together with interest thereon until paid at the Default
Rate, all as contemplated in this Deed of Trust and the other Loan Documents, all of which shall
constitute a part of the Secured Obligations. THIS SECTION SHALL SERVE AS NOTICE TO ALL PERSONS
WHO MAY SEEK OR OBTAIN A LIEN ON THE TRUST ESTATE SUBSEQUENT TO THE DATE OF RECORDING OF THIS DEED
OF TRUST, THAT UNTIL THIS DEED OF TRUST IS RELEASED, ANY DEBT OWED BENEFICIARY BY ORIGINAL
BORROWER, GRANTOR, OR ANY OTHER BORROWER, INCLUDING ADVANCES MADE SUBSEQUENT TO THE RECORDING OF
THIS DEED OF TRUST, SHALL BE SECURED WITH THE PRIORITY AFFORDED THIS DEED OF TRUST AS AND WHEN
RECORDED.





     (b) All persons who may have or acquire an interest in all or any part of the Property
will be considered to have notice of, and will be bound by, the terms of the Secured
Obligations and each other agreement or instrument made or entered into in connection with
each of the Secured Obligations. Such terms include any provisions in the Note or the Loan
Agreement which permit borrowing, repayment and reborrowing, or which provide that the
interest rate on one or more of the Secured Obligations may vary from time to time.


2. Assignment of Rents.




     2.1 Assignment. Grantor hereby irrevocably, absolutely, presently and unconditionally
assigns to Beneficiary all rents, royalties, issues, profits, revenue, income, accounts, proceeds
and other benefits of the Property, whether now due, past due or to become due, including all
prepaid rents and security deposits (some or all collectively, as the context may require,
“Rents”).



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     2.2 Grant of License. This assignment of Leases and Rents constitutes an absolute,
irrevocable and present assignment, but Beneficiary hereby confers upon Grantor a license
(“License”) to collect and retain the Rents as they become due and payable, so long as no Event of
Default, as defined in Section 6.2 of this Deed of Trust, shall exist and be continuing.
If an Event of Default has occurred and is continuing, Beneficiary shall have the right, which it
may choose to exercise in its sole discretion, to terminate this License without notice to or
demand upon Grantor, and without regard to the adequacy of Beneficiary’s security under this Deed
of Trust.



     2.3 Collection and Application of Rents. Upon termination of the License granted to
Grantor under Section 2.2 of this Deed of Trust, Beneficiary has the right, power and
authority to collect any and all Rents. Effective upon such termination, Grantor hereby appoints
Beneficiary its attorney-in-fact to perform any and all of the following acts, if and at the times
when Beneficiary in its sole discretion may so choose:




     (a) Demand, receive and enforce payment of any and all Rents;




     (b) Give receipts, releases and satisfactions for any and all Rents; and




     (c) Sue either in the name of Grantor or in the name of Beneficiary for any and all
Rents.


Beneficiary and Grantor agree that the mere recordation of the assignment granted herein entitles
Beneficiary immediately to collect and receive rents upon the occurrence and during the continuance
of an Event of Default, as defined in Section 6.2 of this Deed of Trust, without first
taking any acts of enforcement under applicable law, such as, but not limited to, providing notice
to Grantor, filing foreclosure proceedings, or seeking and/or, except as required by applicable
law, obtaining the appointment of a receiver. Further, Beneficiary’s right to the Rents does not
depend on whether or not Beneficiary takes possession of the Property as permitted under
Subsection 6.3(c) of this Deed of Trust. In Beneficiary’s sole discretion, Beneficiary may
choose to collect Rents either with or without taking possession of the Property. Beneficiary
shall apply all Rents collected by it in the manner provided under Section 6.6 of this Deed
of Trust. If an Event of Default occurs while Beneficiary is in possession of all or part of the
Property and is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary
and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy
afforded any of them under this Deed of Trust and at law or in equity.




     2.4 Beneficiary Not Responsible. Under no circumstances shall Beneficiary have any
duty to produce Rents from the Property. Regardless of whether or not Beneficiary, in person or by
agent, takes actual possession of the Premises and Improvements, unless Beneficiary agrees in
writing to the contrary, Beneficiary is not and shall not be deemed to be:




     (a) A “mortgagee in possession” for any purpose; or




     (b) Responsible for performing any of the obligations of the lessor under any lease; or



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     (c) Responsible for any waste committed by lessees or any other parties, any dangerous
or defective condition of the Property, or any negligence in the management, upkeep, repair
or control of the Property; or




     (d) Liable in any manner for the Property or the use, occupancy, enjoyment or operation
of all or any part of it except in the event of gross negligence or willful misconduct of
Beneficiary.



     2.5 Leasing. Grantor shall not accept any deposit or prepayment of Rents (excluding
security deposits) under the leases for any rental period exceeding one (1) month without
Beneficiary’s prior written consent. Grantor shall not lease the Property or any part of it except
in accordance with the provisions of the Loan Agreement.


3. Grant of Security Interest.




     3.1 Security Agreement. The parties intend for this Deed of Trust to create a lien on
the Property, and an absolute assignment of the Rents, all in favor of Beneficiary. The parties
acknowledge that some of the Property and some or all of the Rents may be determined under
applicable law to be personal property or fixtures. To the extent that any Property or Rents may
be or be determined to be personal property, Grantor as debtor hereby grants Beneficiary as secured
party a security interest in all such Property and Rents, including all products and proceeds
thereof, and all supporting obligations ancillary to or arising in any way in connection therewith
to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a
security agreement under the Uniform Commercial Code of the State in which the Property is located,
covering all such Property and Rents.



     3.2 Financing Statements.



     This Deed of Trust constitutes and is effective as a financing statement covering any of the
Property which is personal property or otherwise subject to Article 9 of the Uniform Commercial
Code. For this purpose, the respective addresses of Grantor, as debtor, and Beneficiary and
Trustee, as secured parties, are as set forth in the preamble of this Deed of Trust. In addition
to the foregoing, Grantor hereby authorizes Beneficiary to file one or more financing statements.
In addition, Grantor shall execute such other documents as Beneficiary may from time to time
require to perfect or continue the perfection of Beneficiary’s security interest in any Property or
Rents. As provided in Section 5.9 of this Deed of Trust, Grantor shall pay all fees and
costs that Beneficiary may incur in filing such documents in public offices and in obtaining such
record searches as Beneficiary may reasonably require. In case Grantor fails to execute any
financing statements or other documents for the perfection or continuation of any security
interest, Grantor hereby appoints Beneficiary as its true and lawful attorney-in-fact to execute
any such documents on its behalf. If any financing statement or other document is filed in the
records normally pertaining to personal property, that filing shall never be construed as in any
way derogating from or impairing this Deed of Trust or the rights or obligations of the parties
under it.



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4. Fixture Filing.




     This Deed of Trust constitutes a financing statement filed as a fixture filing under Article 9
of the Uniform Commercial Code in the State in which the Property is located, as amended or
recodified from time to time, covering any Property which now is or later may become fixtures
attached to the Premises or Improvements. For this purpose, the respective addresses of Grantor,
as debtor, and Beneficiary and Trustee, as secured parties, are as set forth in the preamble of
this Deed of Trust.


5. Rights and Duties of the Parties.




     5.1 Representations and Warranties. Grantor represents and warrants that:




     (a) Grantor lawfully possesses and holds, and covenants to maintain, lawful, good and
marketable fee simple title to all of the Premises and Improvements;




     (b) To Grantor’s knowledge, Grantor has, and covenants to maintain, good title to all
Property other than the Premises and Improvements;




     (c) Grantor has the full and unlimited power, right and authority to encumber the
Property and assign the Rents;




     (d) This Deed of Trust creates a first priority lien on the Property except for the
Permitted Encumbrances;




     (e) The Property includes all property and rights which may be reasonably necessary or
desirable to promote the present and any reasonable future beneficial use and enjoyment of
the Premises and Improvements;




     (f) Except for the Permitted Encumbrances, to Grantor’s knowledge, Grantor owns any
Property which is personal property free and clear of any security agreements, liens,
security interests, encumbrances, reservations of title or conditional sales contracts, and,
to Grantor’s knowledge, there is no financing statement affecting such personal property on
file in any public office; and




     (g) Grantor’s place of business, or its chief executive office if it has more than one
place of business, is located at the addresses specified below.



     5.2 Taxes, and Assessments. Grantor shall pay (or shall cause to be paid) all real
estate taxes and assessments and charges of every kind upon the Property before the same become
delinquent, provided, however, that Grantor shall have the right to pay such tax under protest or
to otherwise contest any such tax or assessment, but only if (i) such contest has the effect of
preventing the collection of such taxes so contested and also of preventing the sale or forfeiture
of the Property or any part thereof or any interest therein, (ii) Grantor has notified Beneficiary
of Grantor’s intent to contest such taxes, and (iii) Grantor has deposited security in form and
amount satisfactory to Lender, in its reasonable discretion, and has increased the amount of such
security so deposited promptly after Beneficiary’s request therefor. If Grantor fails to commence
such contest or, having commenced to contest the same, and having deposited



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such security required by Beneficiary for its full amount, shall thereafter fail to prosecute
such contest in good faith or with due diligence, or, upon adverse conclusion of any such contest,
shall fail to pay such tax, assessment or charge, Beneficiary may, at its election (but shall not
be required to), pay and discharge any such tax, assessment or charge, and any interest or penalty
thereon, and any amounts so expended by Beneficiary shall be deemed to constitute Secured
Obligations hereunder (even if the total amount of disbursements would exceed the face amount of
the Note) and shall be secured by this Deed of Trust and the Loan Documents. Upon written request
of Beneficiary, Grantor shall furnish to Beneficiary evidence that taxes are paid at least five (5)
days prior to the last date for payment of such taxes and before imposition of any penalty or
accrual of interest.




     5.3 Performance of Secured Obligations. Grantor shall promptly pay and perform (or
shall cause to be promptly paid and performed) each Secured Obligation in accordance with its
terms.



     5.4 Liens, Charges and Encumbrances. Grantor will not suffer or permit any mechanics’
lien, voluntary or involuntary lien, lien, encumbrance, security interest, claim, charge,
conditional sale or other title retention document to be filed or otherwise asserted against the
Property (or any portion thereof), and will promptly discharge the same in case of the filing of
any claims for lien or proceedings for the enforcement thereof, provided, however, that Grantor
shall have the right to contest in good faith and with reasonable diligence the validity of any
such lien or claim provided that Grantor posts a statutory lien bond which removes such lien from
title to the Property within ten (10) days after Grantor’s receipt of notice of the recording of
such lien. If Grantor shall fail promptly either (i) to discharge any such lien, or (ii) post a
statutory lien bond in the manner provided above, Beneficiary may, at its election (but shall not
be required to), procure the release and discharge of any such claim and any judgment or decree
thereon and, further, may in its sole discretion effect any settlement or compromise of the same,
or may furnish such security or indemnity to the applicable insurance company, and any amounts so
expended by Beneficiary, including premiums paid or security furnished in connection with the
issuance of any surety company bonds, shall be deemed to constitute Secured Obligations secured by
this Deed of Trust and the Loan Documents. In settling, compromising or discharging any claims for
lien, Beneficiary shall not be required to inquire into the validity or amount of any such claim.



     5.5 Insurance and Condemnation.



          (a) Insurance. Grantor shall obtain and maintain (or shall cause to be obtained and
maintained) at Grantor’s sole expense the insurance required to be obtained and maintained pursuant
to the Loan Agreement. Upon any foreclosure hereof or transfer of title to the Property in
extinguishment of the whole or any part of the Secured Obligations, all of Grantor’s right, title
and interest in and to the insurance policies referred to in this Section (including unearned
premiums) and all proceeds payable thereunder shall thereupon vest in the purchaser at foreclosure
or other such transferee, to the extent permissible under such policies. Beneficiary shall have
the right (but not the obligation) to make proof of loss for, settle and adjust any claim under,
and receive the proceeds of, all insurance for loss of or damage to the Property, regardless of
whether or not such insurance policies are required by Beneficiary, and the expenses incurred by
Beneficiary in the adjustment and collection of insurance proceeds shall





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be a part of the Secured Obligations and shall be due and payable to Beneficiary on demand to
the extent permitted by law. Beneficiary shall not be, under any circumstances, liable or
responsible for failure to collect or exercise diligence in the collection of any of such proceeds
or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper
application of any amount paid over to Grantor. In the event of any casualty to the Property or
any portion thereof, any such proceeds received by Beneficiary shall within sixty (60) days
following the event of casualty, after deduction therefrom of all reasonable expenses actually
incurred by Beneficiary, including attorneys’ fees, at Beneficiary’s option be (1) released to
Grantor in accordance with the rights of Grantor, or (2) applied (upon compliance with the terms
and conditions set forth in Section 5.5(c) of this Deed of Trust) to the repair or
restoration, either partly or entirely, of the Property so damaged, or (3) applied to the payment
of the Secured Obligations in such order and manner as Beneficiary, in its sole discretion, may
elect, whether or not due; provided, however, that Grantor shall have the right to
require the release of such proceeds if Grantor can demonstrate satisfaction of the conditions set
forth in Section 5.5(c) of this Deed of Trust and any release of such proceeds shall be
upon the terms and conditions more particularly set forth in said Section 5.5(c). In any
event, the unpaid portion of the Secured Obligations shall remain in full force and effect and the
payment thereof shall not be excused. Grantor shall at all times comply with the requirements of
the insurance policies required hereunder and of the issuers of such policies and of any board of
fire underwriters or similar body as applicable to or affecting the Property.




          (b) Condemnation. Grantor shall notify Beneficiary immediately of any threatened or
pending proceeding for condemnation affecting the Property or arising out of damage to the
Property, and Grantor shall, at Grantor’s expense, diligently prosecute any such proceedings.
Beneficiary shall have the right (but not the obligation) to participate in any such proceeding and
to be represented by counsel of its own choice. To the extent permitted by law, Beneficiary shall
be entitled to receive all sums which may be awarded or become payable to Grantor for the
condemnation of the Property, or any part thereof, for public or quasi-public use, or by virtue of
private sale in lieu thereof, and any sums which may be awarded or become payable to Grantor for
injury or damage to the Property. Grantor shall, promptly upon request of Beneficiary, execute
such additional assignments and other documents as may be necessary from time to time to permit
such participation and to enable Beneficiary to collect and receipt for any such sums. All such
sums are hereby assigned to Beneficiary, and shall within sixty (60) days following such taking,
after deduction therefrom of all reasonable expenses actually incurred by Beneficiary, including
attorneys’ fees, at Beneficiary’s option be (1) applied (upon compliance with the terms and
conditions set forth in Section 5.5(c) of this Deed of Trust) to the repair or restoration
of the Property so affected, or (2) applied to the payment of the Secured Obligations in such order
and manner as Beneficiary, in its sole discretion, may elect, whether or not due; provided,
however, that Grantor shall have the right to require the release of such proceeds if
Grantor can demonstrate satisfaction of the conditions set forth in Section 5.5(c) of this
Deed of Trust and any release of such proceeds shall be upon the terms and conditions more
particularly set forth in said Section 5.5(c). In any event the unpaid portion of the
Secured Obligations shall remain in full force and effect and the payment thereof shall not be
excused. Beneficiary shall not be, under any circumstances, liable or responsible for failure to
collect or to exercise diligence in the collection of any such sum or for failure to see to the
proper application of any amount paid over to Grantor. Beneficiary is hereby authorized, in the
name of Grantor, to execute and deliver valid acquittances for, and to appeal from, any such award,
judgment or





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decree. All reasonable costs and expenses (including but not limited to attorneys’ fees)
incurred by Beneficiary in connection with any condemnation shall be a demand obligation owing by
Grantor (which Grantor hereby promises to pay) to Beneficiary pursuant to this Deed of Trust.




          (c) Restoration. In the event there shall be a casualty loss or a condemnation, and
Grantor requests or Beneficiary elects to cause the applicable insurance proceeds or condemnation
award to be applied to restore, repair or replace the Property (“Restoration”), Beneficiary
agrees to disburse such insurance proceeds or condemnation award in accordance with disbursement
procedures reasonably acceptable to Beneficiary, including, without limitation, such procedures as
are customarily utilized by construction lenders to insure the lien free completion of construction
projects. No such insurance proceeds or condemnation award shall be disbursed unless the following
conditions are satisfied promptly upon the occurrence of the casualty loss or condemnation (but in
no event later than ninety (90) days following such occurrence):





     (i) no Event of Default is in existence as of the date of such casualty or
condemnation or on the date of any applicable disbursement of any insurance proceeds or
condemnation award to the Grantor (excluding any Event of Default relating to such casualty
or condemnation);




     (ii) Beneficiary is reasonably satisfied that all payments to be made by Grantor under
the Note will be made in a timely manner;




     (iii) Beneficiary shall have received and approved complete plans and specifications
for the Restoration;




     (iv) Beneficiary shall have received and approved a construction contract for the work
of Restoration with a contractor reasonably acceptable to Beneficiary;




     (v) Beneficiary shall have received copies of all permits and approvals required in
connection with the Restoration;




     (vi) Beneficiary shall be satisfied that the amount of the insurance proceeds or
condemnation award actually received plus any amounts pledged to the Beneficiary by the
Grantor, are sufficient to pay all costs of the Restoration (as evidenced by a cost estimate
prepared by an architect or engineer reasonably acceptable to Beneficiary);




     (vii) Beneficiary shall be satisfied that after the Restoration is completed, the value
of the Property, upon completion of the Restoration, will equal or exceed such value
immediately prior to the applicable casualty loss or condemnation; and




     (viii) Beneficiary shall be satisfied that such Restoration can be completed prior to
the Maturity Date (as defined in the Note).



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     5.6 Maintenance and Preservation of Property.




     (a) Grantor shall insure (or shall cause to be insured) the Property as required by the
Loan Agreement and keep the Property in materially good condition and repair and materially
in accordance with terms of any Major Lease, as applicable.




     (b) Grantor shall not remove or demolish the Property or any part of in a material
respect, or alter, restore or add to the Property in a material respect, or initiate or
allow any change or variance in any zoning or other Premises use classification which
affects the Property or any part of it, except as permitted or required by the Loan
Agreement or with Beneficiary’s express prior written consent in each instance




     (c) If all or part of the Property becomes damaged or destroyed, Grantor shall promptly
and completely repair and/or restore the Property in a good and workmanlike manner in
accordance with sound building practices, provided that Beneficiary agrees to disburse to
Grantor Proceeds or other sums to pay costs of the work of repair or reconstruction under
Section 5.5 of this Deed of Trust so long as the conditions therein are satisfied.




     (d) Grantor shall not commit or allow any act upon or use of the Property which would
violate, in a material respect: (i) any applicable Laws or order of any Governmental
Authority, whether now existing or later to be enacted and whether foreseen or unforeseen;
or (ii) any public or private covenant, condition, restriction or equitable servitude
affecting the Property. Grantor shall not bring or keep any article on the Property or
cause or allow any condition to exist on it, if that could invalidate or would be prohibited
by any insurance coverage required to be maintained by Grantor on the Property or any part
of it under the Loan Agreement.




     (e) Grantor shall not commit or allow waste of the Property, including those acts or
omissions characterized under the Loan Agreement as waste which arises out of Hazardous
Material to the extent the same would be reasonably likely to have a material impact on the
Property.




     (f) Grantor shall perform (or shall cause to be performed) all other acts which from
the character or use of the Property may be reasonably necessary to maintain and preserve
its value to the extent the failure to do so would be reasonably likely to have a material
impact on the Property.




     (g) If Grantor receives a notice or claim from any person that the Property, or any
use, activity, operation or maintenance thereof or thereon, is not in compliance with any
Legal Requirement in a material respect, Grantor will promptly furnish a copy of such notice
or claim to Beneficiary. Grantor has received no notice and has no knowledge of any such
noncompliance.



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     5.7 Releases, Extensions, Modifications and Additional Security. From time to time,
Beneficiary may perform any of the following acts without incurring any liability or giving notice
to any person:




     (a) Release any person liable for payment of any Secured Obligation;




     (b) Extend the time for payment, or otherwise alter the terms of payment, of any
Secured Obligation;




     (c) Accept additional real or personal property of any kind as security for any Secured
Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any other
instruments of security;




     (d) Alter, substitute or release any property securing the Secured Obligations;




     (e) Consent to the making of any plat or map of the Property or any part of it;




     (f) Join in granting any easement or creating any restriction affecting the Property;




     (g) Join in any subordination or other agreement affecting this Deed of Trust or the
lien of it; or




     (h) Release the Property or any part of it.



     5.8 Release. When all of the Secured Obligations have been paid in full and all fees
and other sums owed by Grantor under Section 5.9 of this Deed of Trust and the other Loan
Documents have been received, Beneficiary and Trustee shall release this Deed of Trust, the lien
created thereby, and all notes and instruments evidencing the Secured Obligations. Grantor shall
pay any costs of preparation and recordation of such release.



     5.9 Compensation; Exculpation.




     (a) Grantor agrees to pay reasonable fees actually incurred by Beneficiary when the law
provides no maximum limit, for any services that Beneficiary or Trustee may render in
connection with this Deed of Trust, including providing a statement of the Secured
Obligations or providing the release pursuant to Section 5.8 of this Deed of Trust.
Grantor shall also pay or reimburse all of Beneficiary’s and Trustee’s costs and expenses
which may be incurred in rendering any such services. Grantor further agrees to pay or
reimburse Beneficiary for all reasonable costs, expenses and other advances which may be
incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed
of Trust, including any rights or remedies afforded to Beneficiary and Trustee under
Section 6.3 of this Deed of Trust, whether any lawsuit is filed or not, or in
defending any action or proceeding arising under or relating to this Deed of Trust,
including attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined
in Subsection 6.3(i) of this Deed of Trust) and any cost of evidence of title. If
Beneficiary and/or Trustee, as required by applicable law, chooses to dispose of Property
through more than one Foreclosure Sale, Grantor shall pay all reasonable costs, expenses



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or other advances that may be incurred or made by Beneficiary and/or Trustee in each of
such Foreclosure Sales. In any suit to foreclose the lien hereof or enforce any other remedy
of Trustee or Beneficiary under this Deed of Trust or the Note, there shall be allowed and
included as additional indebtedness in the decree for sale or other judgment or decree all
expenditures and expenses which may be paid or incurred by or on behalf of Trustee and
Beneficiary for reasonable attorneys’ costs and fees (including the costs and fees of
paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or architect’s
fees, fees for environmental studies and assessments and all additional expenses incurred by
Trustee and Beneficiary with respect to environmental matters, outlays for documentary and
expert evidence, stenographers’ charges, publication costs, and costs (which may be
estimated as to items to be expended after entry of the decree) of procuring all such
abstracts of title, title searches and examinations, title insurance policies, Torrens
certificates and similar data and assurances with respect to title as Trustee and
Beneficiary may deem reasonably necessary either to prosecute such suit or to evidence to
bidders at any sale which may be had pursuant to such decree the true condition of the
title to, the value of or the environmental condition of the Property. All expenditures and
expenses of the nature in this Subsection mentioned, and such expenses and fees as may be
incurred in the protection of the Property and maintenance of the lien of this Deed of
Trust, including the fees of any attorney (including the costs and fees of paralegals)
employed by Trustee or Beneficiary in any litigation or proceeding affecting this Deed of
Trust, the Note or the Property, including probate and bankruptcy proceedings, or in
preparation for the commencement or defense of any proceeding or threatened suit or
proceeding, shall be reasonable, and shall be immediately due and payable by Grantor, with
interest thereon at the Default Rate and shall be secured by this Deed of Trust. Any fees,
costs or expenses described in this Section 5.9(a) shall be subject to such limitations as
may be imposed by applicable California law.




     (b) Neither Beneficiary nor Trustee shall be directly or indirectly liable to Grantor
or any other person as a consequence of any of the following:




     (i) Beneficiary’s or Trustee’s exercise of or failure to exercise any rights,
remedies or powers granted to Beneficiary and/or Trustee in this Deed of Trust;




     (ii) Beneficiary’s failure or refusal to perform or discharge any obligation or
liability of Grantor under any agreement related to the Property or under this Deed
of Trust; or




     (iii) Any loss sustained by Grantor or any third party resulting from
Beneficiary’s failure to lease the Property, or from any other act or omission of
Beneficiary in managing the Property, after an Event of Default, unless the loss is
caused by the willful misconduct and bad faith of Beneficiary.




Grantor hereby expressly waives and releases all liability of the types described above, and
agrees that no such liability shall be asserted against or imposed upon Beneficiary or
Trustee.



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     (c) Grantor will indemnify and hold harmless Beneficiary from and against, and
reimburse them on demand for, any and all Indemnified Matters (hereinafter defined). For
purposes of this Section 5.9, the term “Beneficiary” shall include the directors,
officers, partners, employees and agents of Beneficiary and any persons owned or controlled
by, owning or controlling, or under common control or affiliated with Beneficiary and the
directors, officers, partners, employees, attorneys, agents and representatives of
Beneficiary. Without limitation, the foregoing indemnities shall apply to each indemnified
person with respect to matters which in whole or in part are caused by or arise out of the
negligence of such (and/or any other) indemnified person. However, such indemnities shall
not apply to a particular indemnified person to the extent that the subject of the
indemnification is caused by or arises out of the gross negligence or willful misconduct of
that indemnified person. Any amount to be paid under this Section 5.9 by Grantor to
Beneficiary shall be a demand obligation owing by Grantor (which Grantor hereby promises to
pay) to Beneficiary pursuant to this Deed of Trust. Nothing in this paragraph, elsewhere in
this Deed of Trust or in any other Loan Document shall limit or impair any rights or
remedies of Beneficiary (including without limitation any rights of contribution or
indemnification) against Grantor or any other person under any other provision of this Deed
of Trust, any other Loan Document, any other agreement or any applicable Legal Requirement.




     As used in this Deed of Trust, the term “Indemnified Matters” means any and all claims,
demands, liabilities (including strict liability), losses, damages (including consequential
damages), causes of action, judgments, penalties, fines, costs and expenses (including
without limitation, reasonable fees and expenses of attorneys and other professional
consultants and experts, and of the investigation and defense of any claim, whether or not
such claim is ultimately defeated, and the settlement of any claim or judgment including all
value paid or given in settlement) of every kind, known or unknown, foreseeable or
unforeseeable, which may be imposed upon, asserted against or incurred or paid by
Beneficiary at any time and from time to time, whenever imposed, asserted or incurred,
because of, resulting from, in connection with, or arising out of any transaction, act,
omission, event or circumstance in any way connected with the Property or with this Deed of
Trust or any other Loan Document, including but not limited to any bodily injury or death or
property damage occurring in or upon or in the vicinity of the Property through any cause
whatsoever, any act performed or omitted to be performed hereunder or under any other Loan
Document, any breach by Grantor of any representation, warranty, covenant, agreement or
condition contained in this Deed of Trust or in any other Loan Document, any default as
defined herein, any claim under or with respect to any Lease or arising under the
Environmental Agreement. Notwithstanding anything to the contrary herein, in no event shall
Grantor be liable to, or required to indemnify, Beneficiary for matters arising from or
relating to the gross negligence or willful misconduct of Beneficiary. The provisions of
this Section 5.9 will survive the repayment of the Secured Obligations, the
foreclosure of this Deed of Trust or conveyance in lieu of foreclosure, the termination of
any and all Interest Rate Agreements, the discharge and release of this Deed of Trust and
the other Loan Documents, any bankruptcy or other debtor relief proceeding, and any other
event whatsoever.



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     (d) Grantor shall pay all obligations to pay money arising under this Section
5.9 immediately upon demand by Beneficiary. Each such obligation shall be added to, and
considered to be part of, the principal of the Note, shall bear interest from the date the
obligation arises at the Default Rate and shall be secured by this Deed of Trust and the
other Loan Documents.



     5.10 Defense and Notice of Claims and Actions. At Grantor’s sole expense, Grantor
shall protect, preserve and defend the Property and title to and right of possession of the
Property, and the security of this Deed of Trust and the rights and powers of Beneficiary created
under it, against all adverse claims of a material nature. Grantor shall give Beneficiary prompt
notice in writing if any claim is asserted which does or could affect any such matters, or if any
action or proceeding is commenced which alleges or relates to any such claim.



     5.11 Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances,
whether released of record or not, which are discharged in whole or in part by Beneficiary in
accordance with this Deed of Trust or with the proceeds of any loan secured by this Deed of Trust.



     5.12 Site Visits, Observation and Testing. Subject to the rights of any tenant of the
Property, thereunder, Beneficiary and its agents and representatives shall have the right at any
reasonable time to enter and visit the Property for the purpose of performing appraisals, observing
the Property, taking and removing soil or groundwater samples, and conducting tests on any part of
the Property. Beneficiary has no duty, however, to visit or observe the Property or to conduct
tests, and no site visit, observation or testing by Beneficiary, its agents or representatives
shall impose any liability on any of Beneficiary, its agents or representatives. In no event shall
any site visit, observation or testing by Beneficiary, its agents or representatives be a
representation that Hazardous Material are or are not present in, on or under the Property, or that
there has been or shall be compliance with any law, regulation or ordinance pertaining to Hazardous
Material or any other applicable governmental law. Neither Grantor nor any other party is entitled
to rely on any site visit, observation or testing by any of Beneficiary, its agents or
representatives. Neither Beneficiary, its agents or representatives owe any duty of care to
protect Grantor or any other party against, or to inform Grantor or any other party of, any
Hazardous Material or any other adverse condition affecting the Property. Except in the event of
any emergency, Beneficiary shall give Grantor reasonable notice before entering the Property.
Beneficiary shall make reasonable efforts to avoid interfering with Grantor’s use of the Property
in exercising any rights provided in this Section 5.12.



     5.13 Books and Records. Unless otherwise approved by Beneficiary in writing, all
Property that consists of personal property (other than the Books and Records) will be located on
the Premises and all Books and Records will be located at Grantor’s place of business or chief
executive office if Grantor has more than one place of business.



     5.14 Leasing Restrictions: Default Under Leases. To the extent prohibited by the
Loan Agreement, without the prior written consent of Beneficiary, Grantor and Grantor’s agents
shall not (i) enter into any additional Leases, (ii) modify, amend or terminate any Lease, or (iii)
accept any rental payment in advance of its due date.



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     5.15 Maintenance, Repair and Restoration. In all material respects, Grantor will keep
the Property (or will cause the Property to be kept, as applicable) in first class order, repair,
operating condition and appearance, causing all necessary repairs, renewals, replacements,
additions and improvements to be promptly made, and will not allow any of the Property to be
misused, abused or wasted or to deteriorate. Notwithstanding the foregoing, Grantor will not,
without the prior written consent of Beneficiary, (i) remove from the Property any fixtures or
personal property covered by this Deed of Trust except such as is replaced by Grantor by an article
of substantially equal suitability and value, owned by Grantor, free and clear of any lien or
security interest (except that created by this Deed of Trust), or (ii) make any structural
alteration to the Property or any other alteration thereto which materially negatively impairs the
value thereof. If any act or occurrence of a material nature (including any condemnation or any
casualty for which insurance was not obtained or obtainable) shall result in damage to or loss or
destruction of the Property, Grantor shall give prompt notice thereof to Beneficiary and Grantor
shall promptly, at Grantor’s sole cost and expense, secure the Property as necessary and commence
and continue diligently to completion to restore, repair, replace and rebuild the Property as
nearly as possible to its value, condition and character immediately prior to the damage, loss or
destruction.



     5.16 Operation of Property. In all material respects, Grantor will operate the
Property (or will cause the Property to be operated, as applicable) in a good and workmanlike
manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind
in connection therewith. Grantor will keep the Property occupied so as not to impair the insurance
carried thereon. Grantor will not use or occupy or conduct any activity on, or allow the use or
occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal
Requirement in a material respect or which constitutes a public or private nuisance or which makes
void, voidable or cancelable, or increases the premium of, any insurance then in force with respect
thereto. Grantor will not initiate or permit any zoning reclassification of the Property or seek
any variance under existing zoning ordinances applicable to the Property or use or permit the use
of the Property in such a manner which would result in such use becoming a nonconforming use under
applicable zoning ordinances or other Legal Requirement. Grantor will not impose any easement,
restrictive covenant or encumbrance upon the Property, execute or file any subdivision plat or
condominium declaration affecting the Property or consent to the annexation of the Property to any
municipality, without the prior written consent of Beneficiary, to the extent the foregoing would
have a material adverse effect on the Property. Grantor will not do or suffer to be done any act
whereby the value of any part of the Property may be materially lessened. Grantor will preserve,
protect, renew, extend and retain all material rights and privileges granted for or applicable to
the Property. Except as permitted by the Permitted Encumbrances, without the prior written consent
of Beneficiary, there shall be no drilling or exploration for or extraction, removal or production
of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and
gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of
mining or extraction thereof. Grantor will cause all debts and liabilities of any character
(including without limitation all debts and liabilities for labor, material and equipment
(including software embedded therein) and all debts and charges for utilities servicing the
Property) incurred in the construction, maintenance, operation and development of the Property to
be promptly paid.



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     5.17 Financial Matters. Grantor is solvent after giving effect to all borrowings
contemplated by the Loan Documents and no proceeding under any Debtor Relief Law is pending (or, to
Grantor’s knowledge, threatened) by or against Grantor, or any Affiliate of Grantor, as a debtor.
All reports, statements, plans, budgets, applications, agreements and other data and information
heretofore furnished or hereafter to be furnished by or on behalf of Grantor to Beneficiary in
connection with the loan or loans evidenced by the Loan Documents (including, without limitation,
all financial statements and financial information) are and will be true, correct and complete in
all material respects as of their respective dates and do not and will not omit to state any fact
or circumstance necessary to make the statements contained therein not misleading. No material
adverse change has occurred since the dates of such reports, statements and other data in the
financial condition of Grantor or, to Grantor’s knowledge, of any tenant under any lease described
therein.



     5.18 Status of Grantor; Suits and Claims; Loan Documents. Grantor is and will
continue to be (i) duly organized, validly existing and in good standing under the laws of its
state of organization, (ii) authorized to do business in, and in good standing in, each state in
which the Property is located, and (iii) possessed of all requisite power and authority to carry on
its business and to own, operate and lease the Property. Each Loan Document executed by Grantor
has been duly authorized, executed and delivered by Grantor, and the obligations thereunder and the
performance thereof by Grantor in accordance with their terms are and will continue to be within
Grantor’s power and authority (without the necessity of joinder or consent of any other person),
are not and will not be in contravention of any Legal Requirement or any other document or
agreement to which Grantor or the Property is subject, and do not and will not result in the
creation of any encumbrance against any assets or properties of Grantor, or any other person
liable, directly or indirectly, for any of the Secured Obligations, except as expressly
contemplated by the Loan Documents. There is no suit, action, claim, investigation, inquiry,
proceeding or demand pending (or, to Grantor’s knowledge, threatened) against Grantor or, to
Grantor’s knowledge which affects the Property (including, without limitation, any which challenges
or otherwise pertains to Grantor’s title to the Property) or the validity, enforceability or
priority of any of the Loan Documents. There is no judicial or administrative action, suit or
proceeding pending (or, to Grantor’s knowledge, threatened) against Grantor, except as has been
disclosed in writing to Beneficiary in connection with the loan evidenced by the Note. The Loan
Documents constitute legal, valid and binding obligations of Grantor (and of each guarantor, if
any) enforceable in accordance with their terms, except as the enforceability thereof may be
limited by Debtor Relief Laws (hereinafter defined) and except as the availability of certain
remedies may be limited by general principles of equity. Grantor is not a “foreign person” within
the meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701 (i.e. Grantor
is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign
estate as those terms are defined therein and in any regulations promulgated thereunder). The loan
evidenced by the Note is solely for business and/or investment purposes, and is not intended for
personal, family, household or agricultural purposes. Grantor further warrants that the proceeds
of the Note shall be used for commercial purposes and stipulates that the loan evidenced by the
Note shall be construed for all purposes as a commercial loan. Grantor’s exact legal name is
correctly set forth at the end of this Deed of Trust. If Grantor is not an individual, Grantor is
an organization of the type and (if not an unregistered entity) is incorporated in or organized
under the laws of the state specified in the introductory paragraph of this Deed of Trust. If
Grantor is an unregistered entity (including, without limitation, a general partnership) it



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is organized under the laws of the state specified in the introductory paragraph of this Deed
of Trust. Grantor will not cause or permit any change to be made in its name, identity (including
its trade name or names), unless Grantor shall have notified Beneficiary in writing of such change
at least 30 days prior to the effective date of such change, and shall have first taken all action
required by Beneficiary for the purpose of further perfecting or protecting the lien and security
interest of Beneficiary in the Property. Grantor’s principal place of business and chief executive
office, and the place where Grantor keeps its books and records, including recorded data of any
kind or nature, regardless of the medium of recording including, without limitation, software,
writings, plans, specifications and schematics concerning the Property, has for the preceding four
months (or, if less, the entire period of the existence of Grantor) been and will continue to be
(unless Grantor notifies Beneficiary of any change in writing at least 30 days prior to the date of
such change) the address of Grantor set forth at the end of this Deed of Trust. If Grantor is an
individual, Grantor’s principal residence has for the preceding four months been and will continue
to be (unless Grantor notifies Beneficiary of any change in writing at least 30 days prior to the
date of such change) the address of the principal residence of Grantor set forth at the end of this
Deed of Trust. Grantor’s organizational identification number, if any, assigned by the state of
incorporation or organization is correctly set forth on the first page of this Deed of Trust.
Grantor shall promptly notify Beneficiary (i) of any change of its organizational identification
number, or (ii) if Grantor does not now have an organization identification number and later
obtains one, of such organizational identification number.




     5.19 Certain Environmental Matters. Grantor shall comply with the terms and covenants
of the San Jacinto Environmental Indemnity Agreement.



     5.20 Further Assurances. Grantor will, promptly on any reasonable request of
Beneficiary, (i) correct any defect, error or omission which may be discovered in the contents,
execution or acknowledgment of this Deed of Trust or any other Loan Document; (ii) execute,
acknowledge, deliver, procure and record and/or file such further documents (including, without
limitation, further deeds of trust, security agreements, and assignments of rents or leases) and do
such further acts as may be necessary, desirable or proper to carry out more effectively the
purposes of this Deed of Trust and the other Loan Documents, to more fully identify and subject to
the liens and security interests hereof any property intended to be covered hereby (including
specifically, but without limitation, any renewals, additions, substitutions, replacements, or
appurtenances to the Property) or as deemed advisable by Beneficiary to protect the lien or the
security interest hereunder against the rights or interests of third persons; and (iii) provide
such certificates, documents, reports, information, affidavits and other instruments and do such
further acts as may be necessary, desirable or proper in the reasonable determination of
Beneficiary to enable Beneficiary to comply with the requirements or requests of any agency having
jurisdiction over Beneficiary or any examiners of such agencies with respect to the indebtedness
secured hereby, Grantor or the Property. Grantor shall pay all costs connected with any of the
foregoing, which shall be a demand obligation owing by Grantor (which Grantor hereby promises to
pay) to Beneficiary pursuant to this Deed of Trust.



     5.21 Fees and Expenses. Without limitation of any other provision of this Deed of
Trust or of any other Loan Document and to the extent reasonable and not prohibited by applicable
law, Grantor will pay, and will reimburse to Beneficiary on demand to the extent paid by
Beneficiary: (i) all appraisal fees, filing, registration and recording fees, recordation, transfer



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and other taxes, brokerage fees and commissions, abstract fees, title search or examination
fees, title policy and endorsement premiums and fees, uniform commercial code search fees, judgment
and tax lien search fees, escrow fees, attorneys’ fees, architect fees, engineer fees, construction
consultant fees, environmental inspection fees, survey fees, and all other costs and expenses of
every character incurred by Grantor or Beneficiary in connection with the preparation of the Loan
Documents, the evaluation, closing and funding of the loan evidenced by the Loan Documents, and any
and all amendments and supplements to this Deed of Trust, the Note or any other Loan Documents or
any approval, consent, waiver, release or other matter requested or required hereunder or
thereunder, or otherwise attributable or chargeable to Grantor as owner of the Property; and (ii)
all costs and expenses, including attorneys’ fees and expenses, incurred or expended in connection
with the exercise of any right or remedy, or the defense of any right or remedy or the enforcement
of any obligation of Grantor, hereunder or under any other Loan Document.



6. Accelerating Transfers; Default and Remedies.




     6.1 Accelerating Transfers.




     (a) “Accelerating Transfer” means any Transfer other than a Permitted Transfer
permitted under Section 9.6.3 of the Loan Agreement.




     (b) Grantor acknowledges that Beneficiary is making one or more advances under the Loan
Agreement in reliance on the expertise, skill and experience of Grantor; thus, the Secured
Obligations include material elements similar in nature to a personal service contract. In
consideration of Beneficiary’s reliance, Grantor agrees that Grantor shall not make any
Accelerating Transfer, unless the transfer is preceded by Beneficiary’s express written
consent to the particular transaction and transferee. Beneficiary may withhold such consent
in its sole discretion. If any Accelerating Transfer occurs, Beneficiary in its sole
discretion may declare all of the Secured Obligations to be immediately due and payable, and
Beneficiary may invoke any rights and remedies provided by Section 6.3 of this Deed
of Trust.



     6.2 Events of Default. Grantor will be in default under this Deed of Trust upon the
occurrence of any one or more of the following events (collectively, “Events of Default;” any one
singly, an “Event of Default”).




     (a) Failure to Pay Indebtedness. Any of the Secured Obligations is not paid
when due, regardless of how such amount may have become due, after the expiration of any
applicable grace or notice periods.




     (b) Nonperformance of Covenants. Any covenant, agreement or condition herein
(other than covenants otherwise addressed in another paragraph of this Section, such as
covenants to pay the Secured Obligations) is not fully and timely performed, observed or
kept, and such failure is not cured within the applicable notice and cure period (if any)
provided for herein, in Section 11.2.4 of the Loan Agreement, or in such other Loan
Document.



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     (c) Default under other Loan Documents. The occurrence of any Event of Default
under any other Loan Document.



     (d) Representations. Any material statement, representation or warranty
herein, or in any financial statement or any other writing heretofore or hereafter delivered
to Beneficiary in connection herewith is false, misleading or erroneous in any material
respect on the date as of which such statement, representation or warranty is made, which
continues for a period of thirty (30) days after receipt of written notice from Agent
(except that no notice is required for those related to financial information).



     (e) Bankruptcy or Insolvency. Grantor:




     (i) (A) Executes an assignment for the benefit of creditors, or takes any
action in furtherance thereof; or (B) admits in writing its inability to pay, or
fails to pay, its debts generally as they become due; or (C) as a debtor, files a
petition, case, proceeding or other action pursuant to, or voluntarily seeks the
benefit or benefits of, any Debtor Relief Law, or takes any action in furtherance
thereof; or (D) seeks the appointment of a receiver, trustee, custodian or
liquidator of the Property or any part thereof or of any significant portion of its
other property; or




     (ii) Suffers the filing of a petition, case, proceeding or other action against
it as a debtor under any Debtor Relief Law or seeking appointment of a receiver,
trustee, custodian or liquidator of the Property or any part thereof or of any
significant portion of its other property, and (A) admits, acquiesces in or fails to
contest diligently the material allegations thereof, or (B) the petition, case,
proceeding or other action results in entry of any order for relief or order
granting relief sought against it, or (C) in a proceeding under Debtor Relief Laws,
the case is converted from one chapter to another, or (D) fails to have the
petition, case, proceeding or other action permanently dismissed or discharged on or
before the earlier of trial thereon or sixty (60) days next following the date of
its filing; or




     (iii) Conceals, removes, or permits to be concealed or removed, any part of its
property, with intent to hinder, delay or defraud its creditors or any of them, or
makes or suffers a transfer of any of its property which may be fraudulent under any
bankruptcy, fraudulent conveyance or similar law; or makes any transfer of its
property to or for the benefit of a creditor at a time when other creditors
similarly situated have not been paid; or suffers or permits, while insolvent, any
creditor to obtain a lien (other than as described in subparagraph (iv) below) upon
any of its property through legal proceedings which are not vacated and such lien
discharged prior to enforcement thereof and in any event within sixty (60) days from
the date thereof; or




     (iv) Fails to have discharged (or bonded) within a period of ten (10) days any
attachment, sequestration, or similar writ levied upon any of its property; or



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     (v) Fails to pay immediately any final money judgment against it.




     (f) Transfer of the Property. Any sale, lease, conveyance, assignment, pledge,
encumbrance, or transfer of all or any part of the Property or any interest therein,
voluntarily or involuntarily, whether by operation of law or otherwise, except as may be
permitted under (and in such case, in accordance with) the provisions of the Loan Agreement.




     (g) Transfer of Assets. Any sale, lease, conveyance, assignment, pledge,
encumbrance, or transfer of all or any part of the other assets of Grantor, excluding the
Property, voluntarily or involuntarily, whether by operation of law or otherwise, except:
(i) sales or transfers in the ordinary course of Grantor’s business; (ii) sales or transfers
for which Grantor receives consideration substantially equivalent to the fair market value
of the transferred asset; and (iii) sales or transfers permitted under any Loan Document.




     (h) Transfer of Ownership of Grantor. Except as permitted under the Loan
Documents, the sale, pledge, encumbrance, assignment or transfer, voluntarily or
involuntarily, whether by operation of law or otherwise, of any interest in Grantor (if
Grantor is not a natural person but is a corporation, partnership, limited liability
company, trust or other legal entity), without the prior written consent of Beneficiary
(including, without limitation, if Grantor is a partnership or joint venture, the withdrawal
from or admission into it of any general partner or joint venturer).




     (i) Grant of Easement, Etc. Without the prior written consent of Beneficiary,
Grantor grants any easement or dedication, files any plat, condominium declaration, or
restriction, or otherwise encumbers the Property, or seeks or permits any zoning
reclassification or variance, unless such action is expressly permitted by the Loan
Documents, or does not materially adversely affect the Property, which encumbrance is not
removed or rescinded within thirty (30) days after receipt of written notice from Agent.




     (j) Abandonment. The owner of the Property abandons any of the Property.




     (k) Default Under Other Lien. A default or event of default occurs under any
lien, security interest or assignment covering the Property or any part thereof (whether or
not Beneficiary has consented, and without hereby implying Beneficiary’s consent, to any
such lien, security interest or assignment not created hereunder), or the holder of any such
lien, security interest or assignment declares a default or institutes foreclosure or other
proceedings for the enforcement of its remedies thereunder.




     (l) Destruction. The Property is so demolished, destroyed or damaged that, in
the reasonable opinion of Beneficiary, it cannot be restored or rebuilt with available funds
to a profitable condition within a reasonable period of time and in any event, prior to the
final maturity date of the Note; provided, however, that this subsection
shall not be an Event of Default if no other Event of Default then exists and the San
Jacinto Loan is repaid in full at that time in which case Agent shall execute a discharge of
this Deed of Trust.



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     (m) Condemnation. (i) Any governmental authority shall require, or commence
any proceeding for, the demolition of any building or structure comprising a part of the
Premises or Improvements to the extent the same would have a material impact on the
Property, or (ii) there is commenced any proceeding to condemn or otherwise take pursuant to
the power of eminent domain, or a contract for sale or a conveyance in lieu of such a taking
is executed which provides for the transfer of, a material portion of the Premises or
Improvements, including but not limited to the taking (or transfer in lieu thereof) of any
portion which would result in the blockage or substantial impairment of access or utility
service to the Improvements or which would cause the Premises to fail to comply with any
Legal Requirement; provided, however, that this subsection shall not be an
Event of Default if no other Event of Default then exists and the San Jacinto Loan is repaid
in full at that time in which case Agent shall execute a discharge of this Deed of Trust.




     (n) Enforceability; Priority. Any Loan Document shall for any reason without
Beneficiary’s specific written consent cease to be in full force and effect, or shall be
declared null and void or unenforceable in whole or in part, or the validity or
enforceability thereof, in whole or in part, shall be challenged or denied by any party
thereto other than Beneficiary; or the liens, mortgages or security interests of Beneficiary
in any of the Property become unenforceable in whole or in part, or cease to be of the
priority herein required, or the validity or enforceability thereof, in whole or in part,
shall be challenged or denied by Grantor or any person obligated to pay any part of the
Secured Obligations.




     (o) Loan Documents. Any Event of Default occurs under (and as defined in) the
Loan Agreement, the Note or any other Loan Document.



     6.3 Remedies. At any time after an Event of Default, Beneficiary shall be entitled to
invoke any and all of the rights and remedies described below, in addition to all other rights and
remedies available to Beneficiary at law or in equity. All of such rights and remedies shall be
cumulative, and the exercise of any one or more of them shall not constitute an election of
remedies.




     (a) Acceleration. Beneficiary may declare any or all of the Secured
Obligations to be due and payable immediately and may terminate any and all Interest Rate
Agreements. Upon any such declaration, such Secured Obligations shall thereupon be
immediately due and payable, and such Interest Rate Agreement shall immediately terminate,
without presentment, demand, protest, notice of protest, notice of acceleration or of
intention to accelerate or any other notice or declaration of any kind, all of which are
hereby expressly waived by Grantor. Without limitation of the foregoing, upon the
occurrence of a default described in Section 6.2(e)(i)(A), (C) or
(D) of this Deed of Trust, all of the Secured Obligations shall thereupon be
immediately due and payable, without presentment, demand, protest, notice of protest,
declaration or notice of acceleration or intention to accelerate, or any other notice,
declaration or act of any kind, all of which are hereby expressly waived by Grantor.




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     (b) Receiver. Subject to the requirements (including procedural
requirements) of applicable law, Beneficiary shall, as a matter of right, without notice and
without giving bond to Grantor or anyone claiming by, under or through Grantor, and without
regard for the solvency or insolvency of Grantor or the then value of the Property, to the
extent permitted by applicable law, be entitled to have a receiver appointed for all or any
part of the Property and the Rents, and the proceeds, issues and profits thereof, with the
rights and powers referenced below and such other rights and powers as the court making such
appointment shall confer, and Grantor hereby consents to the appointment of such receiver
and shall not oppose any such appointment. Such receiver shall have all powers and duties
prescribed by applicable law, all other powers which are necessary or usual in such cases
for the protection, possession, control, management and operation of the Property, and such
rights and powers as Beneficiary would have, upon entering and taking possession of the
Property under subsection (c) below.




     (c) Entry. Beneficiary, in person, by agent or by court-appointed receiver,
may enter, take possession of, manage and operate all or any part of the Property, and may
also do any and all other things in connection with those actions that Beneficiary may in
its sole discretion consider necessary and appropriate to protect the security of this Deed
of Trust and the Property. Such other things may include: taking and possessing all of
Grantor’s or the then owner’s Books and Records; entering into, enforcing, modifying or
canceling leases on such terms and conditions as Beneficiary may consider proper; obtaining
and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of
money owing to Beneficiary; completing any unfinished construction; and/or contracting for
and making repairs and alterations. If Beneficiary so requests, Grantor shall assemble all
of the Property that has been removed from the Premises and make all of it available to
Beneficiary at the site of the Premises. Grantor hereby irrevocably constitutes and
appoints Beneficiary as Grantor’s attorney-in-fact to perform such acts and execute such
documents as Beneficiary in its sole discretion may consider to be appropriate in connection
with taking these measures, including endorsement of Grantor’s name on any instruments.




     (d) Cure; Protection of Security. Beneficiary may cure any breach or default
of Grantor, and if it chooses to do so in connection with any such cure, Beneficiary may
also enter the Property and/or do any and all other things which it may in its sole
discretion consider necessary and appropriate to protect the security of this Deed of Trust
and the Property. Such other things may include: appearing in and/or defending any action
or proceeding which purports to affect the security of, or the rights or powers of
Beneficiary under, this Deed of Trust; paying, purchasing, contesting or compromising any
encumbrance, charge, lien or claim of lien which in Beneficiary’s sole judgment is or may be
senior in priority to this Deed of Trust, such judgment of Beneficiary to be conclusive as
among the parties to this Deed of Trust; obtaining insurance and/or paying any premiums or
charges for insurance required to be carried under the Loan Agreement; otherwise caring for
and protecting any and all of the Property; and/or employing counsel, accountants,
contractors and other appropriate persons to assist Beneficiary. Beneficiary may take any
of the actions permitted under this Subsection 6.3(d) either with or without giving
notice to any person. Any amounts expended by Beneficiary



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under this Subsection 6.3(d) shall be deemed Secured Obligations and shall be
secured by this Deed of Trust and the Loan Documents.




     (e) Uniform Commercial Code Remedies; Leases. (i) Beneficiary may exercise any
or all of the remedies granted to a secured party under the Uniform Commercial Code in the
State in which the Property is located.




     (ii) Additionally, prior or subsequent to taking possession of any portion of the
Property or taking any action with respect to such possession, Beneficiary may: (1) collect
and/or sue for the Rents in Beneficiary’s own name, give receipts and releases therefor, and
after deducting all expenses of collection, including attorneys’ fees and expenses, apply
the net proceeds thereof to the Secured Obligations in such manner and order as Beneficiary
may elect and/or to the operation and management of the Property, including the payment of
management, brokerage and attorney’s fees and expenses; and (2) require Grantor to transfer
all security deposits and records thereof to Holder together with original counterparts of
the Leases.




     (iii) It is the express understanding and intent of the parties that as to any personal
property interests subject to Article 9 of the UCC, Beneficiary, upon an Event of Default,
may proceed under the UCC or may proceed as to both real and personal property interests in
accordance with the provisions of this Deed of Trust and its rights and remedies in respect
to real property, as specifically permitted under Section 9-604 of the UCC.




     (f) Foreclosure; Lawsuits. Beneficiary shall have the right, in one or several
concurrent or consecutive proceedings, to foreclose the lien hereof upon the Property or any
part thereof, for the Secured Obligations, or any part thereof, by any proceedings
appropriate under applicable law. Beneficiary or its nominee may bid and become the
purchaser of all or any part of the Property at any foreclosure or other sale hereunder, and
the amount of Beneficiary’s successful bid shall, to the extent permitted by applicable law,
be credited on the Secured Obligations. In addition to the right provided in Section
6.3(a) of this Deed of Trust, upon, or at any time after the filing of a complaint to
foreclose this Deed of Trust, Trustee and Beneficiary shall be entitled to the appointment
of a receiver of the Property by the court in which such complaint is filed, and Grantor
hereby consents to such appointment. A sale may cover not only the real property but also
the personal property and other interests which are a part of the Property, or any part
thereof, as a unit and as a part of a single sale, or the sale may be of any part of the
Property separately from the remainder of the Property.




     (g) Exercise of Power of Sale. Exercise the power of sale contained in this
Deed of Trust and deliver to Trustee a written statement of breach, notice of default and
election to cause Grantor’s interest in the Property to be sold, all in accordance with
applicable law.




     (i) If Beneficiary elects to exercise the power of sale contained in this Deed
of Trust, Beneficiary shall notify Trustee and shall deposit with Trustee



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copies of this Deed of Trust and the Notes and such receipts and evidence of
expenditures made and secured hereby as Trustee may require.




     (ii) Upon receipt of such notice from Beneficiary and at the direction of
Beneficiary, Trustee shall cause to be recorded, published or delivered such notices
of default and notices of sale as may then be required by law or this Deed of Trust.
Trustee shall, only at the direction of Beneficiary and without demand on Grantor,
after such time as may then be required by law and after recordation of such notice
of default and after notice of sale having been given as required by law, sell
Grantor’s interest in the Property at the time and place of sale fixed by it in such
notice of sale, either as a whole, or in separate lots or parcels or items as
Beneficiary shall deem expedient, and in such order as it may determine, at public
auction to the highest bidder for cash in lawful money of the United States payable
at the time of sale, or as otherwise may then be required by law. Trustee shall
deliver to such purchaser or purchasers thereof its good and sufficient deed or
deeds conveying the property so sold, without any covenant or warranty, express or
implied. The recitals in such deed of any matters or facts shall be conclusive
proof of the truthfulness thereof. Any person, including, without limitation,
Grantor, Trustee, Beneficiary, or any Lender, may purchase at such sale, and Grantor
covenants to warrant and defend the title of such purchaser or purchasers.
Beneficiary and Lenders shall have the right to credit bid at any such sale.




     (iii) Trustee or Beneficiary may sell not only the real property but also the
personal property and other interests which are a part of the Property, or any part
thereof, as a unit and as a part of a single sale, or may sell any part of the
Property separately from the remainder of the Property. Neither Trustee nor
Beneficiary shall be required to take possession of any part of the Property or to
have any of the personal property present at any sale of the Property. Trustee or
Beneficiary may appoint or delegate any one or more persons as agent to perform any
act or acts necessary or incident to any sale held by Trustee or Beneficiary,
including the posting of notices and the conduct of sale, but in the name and on
behalf of Beneficiary. If any sale hereunder is not completed or is defective in
the opinion of Trustee or Beneficiary, such sale shall not exhaust the power of sale
hereunder, and Trustee or Beneficiary shall have the right to cause a subsequent
sale or sales to be made hereunder.




     (iv) As may be permitted by, but subject to, applicable law, after deducting
all costs, fees and expenses of Trustee and of this Deed of Trust, including costs
of evidence of title in connection with sale, Trustee or Beneficiary shall apply the
proceeds of sale (A) first, to payment of all costs, fees and expenses, including
attorneys’ fees and expenses incurred by Beneficiary in exercising the power of sale
or foreclosing this Deed of Trust, (B) second, to the payment of the Secured
Obligations (including, without limitation, the principal, accrued interest and
other sums due and owing under the Notes and the amounts due and owing to
Beneficiary and Lenders under this Deed of Trust) in such



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manner and order as Beneficiary may elect, and (C) third, the remainder, if
any, shall be paid to Grantor, or such other persons as may be legally entitled
thereto.




     (v) Trustee may, in the manner provided by law, postpone sale of all or any
portion of the Property by public announcement at such time and place of sale, and
from time to time thereafter may postpone such sale by public announcement or
subsequently noticed sale, and without further notice make such sale at the time
fixed by the last postponement, or may, in its discretion, give a new notice of
sale.




     (h) Other Remedies. In addition to any other right, with or without a
foreclosure, Beneficiary may institute a judicial action for the foreclosure or enforcement
of the assignments, liens, and security interests hereof subject to the terms of the Loan
Documents and applicable California law. Beneficiary may exercise all rights and remedies
contained in any other instrument, document, agreement or other writing heretofore,
concurrently or in the future executed by Grantor or any other person or entity in favor of
Beneficiary in connection with the Secured Obligations or any part thereof, without
prejudice to the right of Beneficiary thereafter to enforce any appropriate remedy against
Grantor. Beneficiary shall have the right to pursue all remedies afforded to a Beneficiary
under applicable law or in equity or otherwise, and shall have the benefit of all of the
provisions of such applicable law, including all amendments thereto which may become
effective from time to time after the date hereof. Subject to applicable California law,
every right, power and remedy granted to Trustee or Beneficiary in this Deed of Trust shall
be cumulative and not exclusive, and in addition to all right, powers and remedies granted
at law or in equity or by statute, and the exercise of any such right, power or remedy shall
not be deemed a waiver of the right to exercise, at the same time or thereafter, any other
right, power or remedy.




     (i) Sale of Personal Property. Beneficiary and/or Trustee, as required by
applicable law, shall have the discretionary right to cause some or all of the Property,
which constitutes personal property, to be sold or otherwise disposed of in any combination
and in any manner permitted by applicable law.




     (i) For purposes of this power of sale, Beneficiary and/or Trustee, as required
by applicable law, may elect to treat as personal property any Property which is
intangible or which can be severed from the Premises or Improvements without causing
structural damage. If it chooses to do so, Beneficiary and/or Trustee, as required
by applicable law, may dispose of any personal property, in any manner permitted by
Article 9 of the Uniform Commercial Code of the State in which the Property is
located, including any public or private sale, or in any manner permitted by any
other applicable law.




     (ii) In connection with any sale or other disposition of such Property, Grantor
agrees that the following procedures constitute a commercially reasonable sale:
Beneficiary shall mail written notice of the sale to Grantor not later than thirty
(30) days prior to such sale. Beneficiary will publish notice of the sale in a
local daily newspaper of general circulation. Upon receipt of any written



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request, Beneficiary will make the Property available to any bona fide
prospective purchaser for inspection during reasonable business hours.
Notwithstanding, Beneficiary shall be under no obligation to consummate a sale if,
in its judgment, none of the offers received by it equals the fair value of the
Property offered for sale. The foregoing procedures do not constitute the only
procedures that may be commercially reasonable.




     (iii) Multiple Security. If (a) the Property shall consist of one or
more parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Deed of Trust, Beneficiary shall now or hereafter
hold or be the beneficiary of one or more additional mortgages, liens, deeds of
trust or other security (directly or indirectly) for the Secured Obligations upon
other property in the state in which the Premises are located (whether or not such
property is owned by Grantor or by others) or (c) both the circumstances described
in clauses (a) and (b) shall be true, then to the fullest extent permitted by law,
Beneficiary may, at its election, commence or consolidate in a single trustee’s sale
or foreclosure action all of the trustee’s sale or foreclosure proceedings against
all such collateral securing the Secured Obligations (including the Property), which
action may be brought or consolidated in the courts of, or sale conducted in, any
county in which any of such collateral is located. Grantor acknowledges that the
right to maintain a consolidated trustee’s sale or foreclosure action is a specific
inducement to Beneficiary to enter into certain agreements with Grantor, and for
Beneficiary to enter into the Loan Agreement and the other Loan Documents, and
Grantor expressly and irrevocably waives any objections to the commencement or
consolidation of the foreclosure proceedings in a single action and any objections
to the laying of venue or based on the grounds of forum non conveniens which it may
now or hereafter have. Grantor further agrees that if Beneficiary shall be
prosecuting one or more foreclosure or other proceedings against a portion of the
Property or against any collateral other than the Property, which collateral
directly or indirectly secures the Secured Obligations, or if Beneficiary shall have
obtained a judgment of foreclosure and sale or similar judgment against such
collateral (or, in the case of a trustee’s sale, shall have met the statutory
requirements therefor with respect to such collateral), then, whether or not such
proceedings are being maintained or judgments were obtained in or outside the state
in which the Premises are located, Beneficiary may commence or continue any
trustee’s sale or foreclosure proceedings and exercise its other remedies granted in
this Deed of Trust against all or any part of the Property and Grantor waives any
objections to the commencement or continuation of a foreclosure of this Deed of
Trust or exercise of any other remedies hereunder based on such other proceedings or
judgments, and waives any right to seek to dismiss, stay the execution of, remove,
transfer or consolidate either any action under this Deed of Trust or such other
proceedings on such basis. Neither the commencement nor continuation of proceedings
to sell the Property in a trustee’s sale, to foreclose this Deed of Trust nor the
exercise of any other rights hereunder nor the recovery of any judgment by
Beneficiary nor the occurrence of any sale by Beneficiary or any Lender in any such
proceedings shall prejudice, limit or preclude Beneficiary’s right to commence or
continue one



-28-









 







or more trustee’s sales, foreclosure or other proceedings or obtain a judgment
against (or, in the case of a trustee’s sale, to meet the statutory requirements
for, any such sale of) any other collateral (either in or outside the state in which
the Premises are located) which directly or indirectly secures the Secured
Obligations, and Grantor expressly waives any objections to the commencement of,
continuation of, or entry of a judgment in such other sales or proceedings or
exercise of any remedies in such sales or proceedings based upon any action or
judgment connected to this Deed of Trust, and Grantor also waives any right to seek
to dismiss, stay the execution of, remove, transfer or consolidate either such other
sales or proceedings or any sale or action under this Deed of Trust on such basis.
It is expressly understood and agreed that to the fullest extent permitted by
applicable law, Beneficiary may, at its election, cause the sale of all collateral
which is the subject of a single trustee’s sale or foreclosure action at either a
single sale or at multiple sales conducted simultaneously and take such other
measures as are appropriate in order to effect the agreement of the parties to
dispose of and administer all collateral securing the Secured Obligations (directly
or indirectly) in the most economical and least time-consuming manner



     6.4 Application of Rents and Other Sums. Beneficiary shall apply any and all Rents
collected by it, and any and all sums other than proceeds of a Foreclosure Sale which Beneficiary
may receive or collect under Section 6.3 of this Deed of Trust, in the following manner:




     (a) First, to pay the portion of the Secured Obligations attributable to the costs and
expenses of operation and collection that may be incurred by Beneficiary or any receiver;




     (b) Second, to pay all other Secured Obligations in any order and proportions as
Beneficiary in its sole discretion may choose; and




     (c) Third, to remit the remainder, if any, to the person or persons entitled to it.


Beneficiary shall have no liability for any funds which it does not actually receive.



7. The Trustee.




     7.1 Rights and Obligations of Trustee. Trustee accepts the trusts hereby created and
agrees to perform its duties in this Deed of Trust for the benefit of Beneficiary. To the extent
permitted by and consistent with applicable law, Trustee will not exercise its rights under this
Deed of Trust except upon written direction from Beneficiary.



     7.2 Successor Trustee. Beneficiary may, from time to time, by a written instrument
executed and acknowledged by Beneficiary, mailed to Grantor and recorded in the county in which the
Property is located and by otherwise complying with the provisions of applicable law, substitute a
successor or successors to any Trustee named herein or acting hereunder, and such successor(s)
shall, without conveyance from the Trustee predecessor, succeed to all title, estate, rights,
powers and duties of such predecessor.



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     7.3 Payment of Trustee’s Compensation. Grantor shall pay or cause to be paid the
compensation to which Trustee is entitled hereunder and all proper disbursements and expenses
incurred by Trustee hereunder, to the extent permitted by applicable law.


8. Miscellaneous Provisions.




     8.1 Additional Provisions. The Loan Documents fully state all of the terms and
conditions of the parties’ agreement regarding the matters mentioned in or incidental to this Deed
of Trust. The Loan Documents also grant further rights to Beneficiary and contain further
agreements and affirmative and negative covenants by Grantor which apply to this Deed of Trust and
to the Property.



     8.2 No Waiver or Cure.




     (a) Each waiver by Beneficiary must be in writing, and no waiver shall be construed as
a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary to
take action on account of any default of Grantor. Consent by Beneficiary to any act or
omission by Grantor shall not be construed as a consent to any other or subsequent act or
omission or to waive the requirement for Beneficiary’s consent to be obtained in any future
or other instance.




     (b) If any of the events described below occurs, that event alone shall not: cure or
waive any breach, Event of Default or notice of default under this Deed of Trust or
invalidate any act performed pursuant to any such default or notice; or nullify the effect
of any notice of default or sale (unless all Secured Obligations then due have been paid and
performed and all other defaults under the Loan Documents have been cured); or impair the
security of this Deed of Trust; or prejudice Beneficiary or any receiver in the exercise of
any right or remedy afforded any of them under this Deed of Trust; or be construed as an
affirmation by Beneficiary of any tenancy, lease or option, or a subordination of the lien
of this Deed of Trust.




     (i) Trustee or Beneficiary, its agent or a receiver takes possession of all or
any part of the Property in the manner provided in Subsection 6.3(c).




     (ii) Beneficiary collects and applies Rents as permitted under Sections
2.3 and 6.6 of this Deed of Trust, either with or without taking
possession of all or any part of the Property.




     (iii) Beneficiary or Trustee receives and applies to any Secured Obligation any
proceeds of any Property, including any proceeds of insurance policies, condemnation
awards, or other claims, property or rights assigned to Beneficiary under
Section 5.5 of this Deed of Trust.




     (iv) Beneficiary makes a site visit, observes the Property and/or conducts
tests as permitted under Section 5.12 of this Deed of Trust.



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     (v) Beneficiary or Trustee receives any sums under this Deed of Trust or any
proceeds of any collateral held for any of the Secured Obligations, and applies them
to one or more Secured Obligations.




     (vi) Beneficiary, Trustee or any receiver invokes any right or remedy provided
under this Deed of Trust.



     8.3 Powers of Beneficiary.




     (a) If Beneficiary performs any act which it is empowered or authorized to perform
under this Deed of Trust, including any act permitted by Section 5.7 or
Subsection 6.3(d) of this Deed of Trust, that act alone shall not release or
change the personal liability of any person for the payment and performance of the Secured
Obligations then outstanding, or the lien of this Deed of Trust on all or the remainder of
the Property for full payment and performance of all outstanding Secured Obligations. The
liability of the original Grantor shall not be released or changed if Beneficiary grants any
successor in interest to Grantor any extension of time for payment, or modification of the
terms of payment, of any Secured Obligation. Beneficiary shall not be required to comply
with any demand by the original Grantor that Beneficiary refuse to grant such an extension
or modification to, or commence proceedings against, any such successor in interest.




     (b) Following an Event of Default that remains uncured, Beneficiary may take any of the
actions permitted under Subsections 6.3(b) and/or 6.3(c) of this Deed of
Trust regardless of the adequacy of the security for the Secured Obligations, or whether any
or all of the Secured Obligations have been declared to be immediately due and payable, or
whether notice of default and election to sell has been given under this Deed of Trust.




     (c) From time to time, Beneficiary may apply to any court of competent jurisdiction for
aid and direction in executing and enforcing the rights and remedies created under this Deed
of Trust. Beneficiary may from time to time obtain orders or decrees directing, confirming
or approving acts in executing and enforcing these rights and remedies.



     8.4 Merger. The parties to this Deed of Trust intend that no merger shall occur as a
result of Beneficiary’s acquiring any other estate in or any other lien on the Property unless
Beneficiary consents to a merger in writing.



     8.5 Joint and Several Liability. If Grantor consists of more than one person, each
shall be jointly and severally liable for the faithful performance of all of Grantor’s obligations
under this Deed of Trust.



     8.6 Applicable Law. The creation, perfection and enforcement of the lien of this Deed
of Trust shall be governed by the law of the State in which the property is located. Subject to
the foregoing, in all other respects, this Deed of Trust shall be exclusively governed by the
substantive laws of the State of California.



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     8.7 Successors in Interest. The terms, covenants and conditions of this Deed of Trust
shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties.
However, this Section 8.7 does not waive the provisions of Section 6.1 of this
Deed of Trust.



     8.8 Interpretation.




     (a) Whenever the context requires, all words used in the singular will be construed to
have been used in the plural, and vice versa, and each gender will include any other gender.
The captions of the sections of this Deed of Trust are for convenience only and do not
define or limit any terms or provisions. The word “include(s)” means “include(s), without
limitation,” and the word “including” means “including, but not limited to.”




     (b) The word “obligations” is used in its broadest and most comprehensive sense, and
includes all primary, secondary, direct, indirect, fixed and contingent obligations. It
further includes all principal, interest, prepayment charges, late charges, loan fees and
any other fees and charges accruing or assessed at any time, as well as all obligations to
perform acts or satisfy conditions.




     (c) No listing of specific instances, items or matters in any way limits the scope or
generality of any language of this Deed of Trust. The Exhibits to this Deed of Trust are
hereby incorporated in this Deed of Trust.



     8.9 In-House Counsel Fees. Whenever Grantor is obligated to pay or reimburse
Beneficiary for any attorneys’ fees, those fees shall include the reasonable allocated costs for
services of in-house counsel.



     8.10 Waiver of Statutory Rights. To the extent permitted by law, Grantor hereby
agrees that it shall not and will not apply for or avail itself of any appraisement, valuation,
stay, extension or exemption laws, or any so-called “Moratorium Laws,” now existing or hereafter
enacted, in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust, but
hereby waives the benefit of such laws to the extent permitted by law. Grantor for itself and all
who may claim through or under it waives any and all right to have the property and estates
comprising the Property marshalled upon any foreclosure of the lien hereof and agrees that any
court having jurisdiction to foreclose such lien may order the Property sold as an entirety. To
the extent permitted by law, Grantor hereby waives any and all rights of redemption from sale under
any judgment of foreclosure of this Deed of Trust on behalf of Grantor and on behalf of each and
every person acquiring any interest in or title to the Property of any nature whatsoever,
subsequent to the date of this Deed of Trust. The foregoing waiver of right of redemption is made
pursuant to the provisions of applicable law.



     8.11 Severability. If any provision of this Deed of Trust should be held
unenforceable or void, that provision shall be deemed severable from the remaining provisions and
shall in no way affect the validity of this Deed of Trust except that if such provision relates to
the payment of any monetary sum, then Beneficiary may, at its option, declare all Secured
Obligations immediately due and payable.




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     8.12 Notices. Any notice, demand, request or other communication which any party
hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to
have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States
Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c)
if by Federal Express or other reliable overnight courier service, on the next Business Day after
delivered to such courier service or (d) if by telecopier on the day of transmission so long as
copy is sent on the same day by overnight courier as set forth below:



	 	 	 

	Grantor:

	 	TNP SRT San Jacinto, LLC
	 

	 	1900 Main Street, Suite 700
	 

	 	Irvine, CA 92614
	 

	 	Attention: C.J. Osbrink
	 

	 	Telephone      949.833.8252
	 

	 	Facsimile       949.252.0212
	 
	 	 
	With a copy to:

	 	Gregory Kaplan, PLC
	 

	 	7 East Second Street
	 

	 	Richmond, VA 23224
	 

	 	Joseph J. McQuade, Esq.
	 

	 	Telephone       804.916.9027
	 

	 	Facsimile        804.916.9127
	 
	 	 
	Trustee:

	 	First American Title Insurance Company
	 

	 	5 First American Way
	 

	 	Santa Ana, CA 92707
	 
	 	 
	Beneficiary:

	 	KeyBank National Association
	 

	 	225 Franklin Street, 18th Floor
	 

	 	Boston, MA 02110
	 

	 	Attention: Commercial Real Estate Department
	 

	 	Telephone       617.385.6202
	 

	 	Facsimile        617.385.6293
	 
	 	 
	With a copy to:

	 	Edwards Angell Palmer & Dodge LLP
	 

	 	2800 Financial Plaza
	 

	 	Providence, RI 02903
	 

	 	Attention: Gail E. McCann, Esq.
	 

	 	Telephone       401.276-6527
	 

	 	Facsimile        888.325-9041





or at such other address as the party to be served with notice may have furnished in writing to the
party seeking or desiring to serve notice as a place for the service of notice.




     Any notice or demand delivered to the person or entity named above to accept notices and
demands for Grantor shall constitute notice or demand duly delivered to Grantor, even if delivery
is refused.



-33-









 





     8.13 Future Advances. The total amount of indebtedness secured hereby may increase or
decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby
(including disbursements that Lenders and Beneficiary may, but shall not be obligated to, make
under this Deed of Trust, the Loan Documents or any other document with respect thereto) at any one
time outstanding may be substantially less but the maximum principal amount to be secured shall not
exceed Fifteen Million Dollars ($15,000,000), plus interest thereon, and any disbursements made for
the enforcement of this Deed of Trust and any remedies hereunder, payment of taxes, special
assessments, utilities or insurance on the Property, any other protective advances made relating to
the Property, and interest on such disbursements and all disbursements by Lenders and Beneficiary
pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum
amount secured hereby). This Deed of Trust shall be valid and have priority to the extent of the
maximum amount secured hereby over all subsequent liens and encumbrances, including statutory
liens, excepting solely taxes and assessments levied on the Property given priority by law.



     8.14 Beneficiary’s Lien for Service Charge and Expenses. At all times, regardless of
whether any Loan proceeds have been disbursed, this Deed of Trust secures (in addition to any Loan
proceeds disbursed from time to time) the payment of any and all loan commissions, service charges,
liquidated damages, expenses and advances due to or incurred by Beneficiary not to exceed the
maximum amount secured hereby. For purposes hereof, all obligations of Grantor to Beneficiary under
all Interest Rate Agreements and any indebtedness or obligation contained therein or evidenced
thereby shall be considered an obligation of Grantor secured hereby.



     8.15 WAIVER OF TRIAL BY JURY. GRANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN
CONNECTION WITH THIS DEED OF TRUST, THE NOTE, OR ANY OF THE OTHER LOAN DOCUMENTS, THE LOAN OR ANY
OTHER STATEMENTS OR ACTIONS OF GRANTOR OR BENEFICIARY. GRANTOR ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED IN THE SIGNING OF THIS DEED OF TRUST AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL
COUNSEL. GRANTOR FURTHER ACKNOWLEDGES THAT (i) IT HAS READ AND UNDERSTANDS THE MEANING AND
RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER IS A MATERIAL INDUCEMENT FOR BENEFICIARY TO MAKE THE
LOAN, ENTER INTO THIS DEED OF TRUST AND EACH OF THE OTHER LOAN DOCUMENTS, AND (iii) THIS WAIVER
SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS IF FULLY INCORPORATED THEREIN.



     8.16 Inconsistencies.



     In the event of any inconsistency between this Deed of Trust and the Loan Agreement, the terms
hereof shall be controlling as necessary to create, preserve and/or maintain a valid security
interest upon the Property, otherwise the provisions of the Loan Agreement shall be controlling.



-34-









 





     8.17 UCC Financing Statements.



     Grantor hereby authorizes Beneficiary to file Uniform Commercial Code financing statements to
perfect Beneficiary’s security interest in any part of the Property. In addition, Grantor agrees
to sign any and all other documents that Beneficiary deems necessary in its sole discretion to
perfect, protect, and continue Beneficiary’s lien and security interest in the Property.


9. State Specific Provisions.




     9.1 Principles Of Construction. In the event of any inconsistencies between the terms
and conditions of this Article 9 and the other terms and conditions of this Deed of Trust, the
terms and conditions of this Article 9 shall control and be binding.



     9.2 No “Mortgagee-In-Possession” Status. Neither the assignment of Leases and Rents
contained in this Deed of Trust, nor the exercise by Beneficiary of any of its rights or remedies
under this Deed of Trust shall be deemed to make Beneficiary a “mortgagee-in-possession” or
otherwise liable in any manner with respect to the Property, unless Beneficiary, in person or by
agent, assumes actual possession thereof. Nor shall appointment of a receiver for the Property by
any court at the request of Beneficiary or by agreement with Grantor, or the entering into
possession of the Property by such receiver, be deemed to make Beneficiary a
“mortgagee-in-possession” or otherwise liable in any manner with respect to the Property.



     9.3 Environmental Provisions.



          (a) Beneficiary may waive its lien against the Property or any portion thereof, whether
fixtures or personal property, to the extent such property is found to be “environmentally
impaired” or an “affected parcel” in accordance with California Code of Civil Procedure Section
726.5 and may exercise any and all rights and remedies of an unsecured creditor against Grantor and
all of Grantor’s assets and property for the recovery of any deficiency and Environmental Costs (as
hereafter defined), including, but not limited to, seeking an attachment order under California
Code of Civil Procedure Section 483.010. The term “Environmental Costs” shall mean any
costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third
parties, and other out-of-pocket costs or expenses actually incurred or advanced by Beneficiary
relating to the cleanup, remediation or other response action required by Environmental Laws or
which Beneficiary reasonably believes necessary to protect the Property. As between Beneficiary
and Grantor, for purposes of California Code of Civil Procedure Section 726.5, Grantor shall have
the burden of proving that Grantor or any related party (or any Affiliate or agent of Grantor or
any related party) was not in any way negligent in permitting the release or threatened release of
the Hazardous Substances. Grantor acknowledges and agrees that, if this clause (a) applies, then
notwithstanding any term or provision contained herein or in the Loan Documents, all judgments and
awards entered against Grantor shall be exceptions to any nonrecourse or exculpatory provision of
the Loan Documents, and Grantor shall be fully and personally liable for all judgments and awards
entered against Grantor relating to Environmental Costs and such liability shall not be limited to
the original principal amount of the obligations secured by this Deed of Trust and Grantor’s
obligations shall survive the foreclosure, deed in lieu of foreclosure, release, reconveyance, or
any other transfer of the Property or this Deed of Trust.






-35-









 







For the purposes of any action brought by or on behalf of Beneficiary under this Section 9.4,
Grantor hereby waives the defense of laches and any applicable statute of limitations.




          (b) In the event Beneficiary elects, in accordance with California Code of Civil Procedure
Section 726.5, to waive all or part of the security of this Deed of Trust and proceed against
Grantor on an unsecured basis, the valuation of the Property, the determination of the
environmentally impaired status of such security and any cause of action for a money judgment
shall, at the request of Beneficiary, be referred to a referee in accordance with California Code
of Civil Procedure Sections 638 et seq. Such referee shall be an impartial M.A.I. appraiser
selected by Beneficiary and approved by Grantor, which approval shall not be unreasonably withheld
or delayed. If the parties cannot agree on an M.A.I. appraiser approved by Grantor, either party
may apply to the presiding judge of the Superior Court in which the Property is located to make
such appointment. The decision of such referee shall be binding upon both Grantor and Beneficiary,
and judgment upon the award rendered by such referee shall be entered in the court in which such
proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and
645. Grantor shall pay all reasonable costs and expenses incurred by Beneficiary in connection with
any proceeding under California Code of Civil Procedure 726.5, as such Section may be amended from
time to time.




          (c) Beneficiary or its agents, acting by themselves or through a court appointed receiver, may
upon reasonable advance notice to Grantor, enter upon the Property or any part thereof and may
perform such acts and things as Beneficiary deems reasonably necessary or desirable to inspect,
investigate, assess, and protect the security hereof, including without limitation of any of its
other rights: (i) obtain a court order to enforce Beneficiary’s right to enter and inspect the
Premises under California Civil Code Section 2929.5, to which the decision of Beneficiary as to
whether there exists a release or threatened release of any Hazardous Substance onto the Premises
shall be deemed reasonable and conclusive as between the parties hereto; and (ii) have a receiver
appointed under California Code of Civil Procedure Section 564 to enforce Beneficiary’s right to
enter and inspect the Premises for Hazardous Substances. Subject to the Loan Documents, all
reasonable costs and expenses incurred by Beneficiary with respect to the audits, tests,
inspections, and examinations which Beneficiary or its agents or employees may conduct, including
the reasonable fees of the engineers, laboratories, contractors, consultants and attorneys, shall
become part of the indebtedness secured hereby and shall be paid by Grantor upon demand with
interest at the Default Rate from the date when paid by Beneficiary.




          (d) Beneficiary may seek a judgment that Grantor has breached its covenants, representations,
warranties and/or other provisions with respect to this Deed of Trust or the other Loan Documents
by commencing and maintaining an action or actions in any court of competent jurisdiction for
breach of contract pursuant to California Code of Civil Procedure Section 736, whether commenced
prior to or after foreclosure of the Property, and may seek the recovery of Environmental Costs, it
being conclusively presumed between Beneficiary and Grantor that all such Environmental Costs
incurred or advanced by Beneficiary relating to the cleanup, remediation or other response action
of or to the Premises were made by Beneficiary in good faith. Grantor acknowledges that such an
action shall not constitute an action within the meaning of Section 726(a) of the California Code
of Civil Procedure or constitute a money judgment for a deficiency or a deficiency judgment within
the meaning of Sections 580a, 580b, 580d or 726(b)






-36-









 







of the California Code of Civil Procedure. All Environmental Costs incurred by Beneficiary
(including court costs, consultant fees and reasonable attorneys’ fees and disbursements, whether
incurred in litigation or not and whether before or after judgment) shall bear interest at the
Default Rate from the date of expenditure until said sums have been paid. Beneficiary shall be
entitled to bid, at the sale of the Property held under any provision of this Deed of Trust, the
amount of said costs, expenses and interest in addition to the amount of the other obligations
hereby secured as a credit bid, the equivalent of cash.




          (e) Without limiting any of the remedies provided in the Loan Documents, Grantor acknowledges
and agrees that the provisions of this Section 9.4 and the Environmental Indemnity executed
in connection herewith are “environmental provisions” (as defined in Section 736(t)(2) of the
California Code of Civil Procedure) made by Grantor relating to the Premises (the
“Environmental Provisions”). Grantor’s breach or a failure to comply with the
Environmental Provisions shall constitute a breach of contract entitling Beneficiary to all
remedies provided under Section 736 of the California Code of Civil Procedure for the recovery of
damages and for the enforcement of the Environmental Provisions. Pursuant to Section 736,
Beneficiary’s action for recovery of damages or enforcement of the Environmental Provisions shall
not constitute an action within the meaning of Section 726(a) of the California Code of Civil
Procedure or constitute a money judgment for a deficiency or a deficiency judgment within the
meaning of Sections 580a, 580b, 580d and 726(b) of the California Code of Civil Procedure. The
rights and remedies provided for under the Loan Documents are separate and distinct causes of
action that shall not be abrogated, modified, limited or otherwise affected by the remedies
provided under Section 736(a) of the California Code of Civil Procedure.




          (f) Nothing herein shall be deemed to limit the right of Beneficiary to recover, in accordance
with California Code of Civil Procedure Section 736 (as such Section may be amended from time to
time), any reasonable costs, expenses, liabilities or damages, including reasonable attorneys’ fees
and costs, incurred by Beneficiary and arising from any covenant, obligation, liability,
representation or warranty contained in any Loan Document given to Beneficiary (including, without
limitation, the Environmental Indemnity), or any order, consent decree or settlement relating to
the cleanup of Hazardous Substances or any other “environmental provision” (as defined in such
Section 736) relating to the Property or any portion thereof or the right of Beneficiary to waive,
in accordance with the California Code of Civil Procedure Section 726.5 (as such Section may be
amended from time to time), the security of this Deed of Trust as to any parcel of the Property
that is “environmentally impaired” or is an “affected parcel” (as such terms are defined in such
Section 726.5), and as to any personal property attached to such parcel, and thereafter to exercise
against Grantor, to the extent permitted by such Section 726.5, the rights and remedies of any
unsecured creditor, including reduction of Beneficiary’s claim against Grantor to judgment, and any
other rights and remedies permitted by law.




     9.4 Trustee’s Deed Recitals. The recitals of facts in any instrument delivered upon
completion of any sales, as described in Section 6.3, above, such as the existence of a default,
the giving of written notice of default and notice of sale, and other facts affecting the
regularity or validity of such sale or disposition, shall be conclusive proof of the trust of such
facts and any such instruments shall be conclusive against all persons as to such fact recited
therein.



-37-









 





     9.5 Right Of Entry. In addition to any other rights or remedies granted under this
Deed of Trust but subject to the terms and conditions of the Loan Agreement and the rights of
lessees, Beneficiary and its agents, acting by themselves or through a court appointed receiver,
upon reasonable advance notice to Grantor and an opportunity to be present, shall have the right to
enter upon the Property or any part thereof and perform such acts and things as Beneficiary deems
necessary or desirable to inspect, investigate, assess, and protect the security thereof Without
limitation of any of its other rights and subject to the provisions of the Loan Agreement,
Beneficiary shall have the right to: (i) obtain a court order to enforce Beneficiary’s right to
enter and inspect the Property under California Civil Code Section 2929.5 to which the decision of
Beneficiary as to whether there exists a release or threatened release of Hazardous Substances onto
the Property shall be deemed reasonable and conclusive as between the parties hereto and (ii) have
a receiver appointed under California Code of Civil Procedure Section 564 to enforce Beneficiary’s
right to enter and inspect the Property for Hazardous Substances. Subject to the Loan Agreement,
all reasonable costs and expenses incurred by Beneficiary with respect to the audits, tests,
inspections, and examinations which Beneficiary or its agents or employees may conduct, including
the reasonable fees of the engineers, laboratories, contractors, consultants, and attorneys, shall
be paid by Grantor five (5) Business Days following demand with interest at the Default Rate from
the date paid by Beneficiary. Such costs, if not paid for by Grantor following demand, may be
added to the principal balance of the sums due under the Note and this Deed of Trust and shall bear
interest thereafter until paid at the Default Rate.



     9.6 Reconveyance. If the Obligations are paid and all obligations secured by this
Deed of Trust are fully performed in accordance with the terms of this Deed of Trust, the Note and
the other Loan Documents, then Beneficiary agrees to request Trustee to reconvey the Property or
any applicable portion thereof in accordance with the provisions of the Loan Agreement upon payment
by Grantor of Trustee’s fees and all other sums owing to it under this Deed of Trust and the other
Loan Documents, Trustee will reconvey the Property without warranty to the person or persons
legally entitled thereto. The grantee in the reconveyance may be described as “the person or
persons legally entitled thereto.” No reconveyance hereof shall impair Grantor’s warranties and
indemnities contained herein.



     9.7 Border Zone Property. To Grantor’s actual knowledge and except as disclosed in
the Environmental Report, Grantor represents and warrants that the Premises have not been
designated as Border Zone Property under the provisions of California Health and Safety Code,
Sections 25220 et seq. or any regulation adopted in accordance therewith, and there has been no
occurrence or condition on any real property adjoining the Premises that is reasonably likely to
cause the Premises or any part thereof to be designated as Border Zone Property.



     9.8 Insurance Notice. Beneficiary hereby notifies Grantor of the provisions of
Section 2955.5(a) of the California Civil Code, which reads as follows:




“No lender shall require a borrower, as a condition of receiving or
maintaining a loan secured by real property, to provide hazard
insurance coverage against risks to the improvements on that real
property in an amount exceeding the replacement value of the
improvements on the property.”



-38-









 




This disclosure is being made by Beneficiary to Grantor pursuant to Section 2955.5(b) of the
California Civil Code. Grantor hereby acknowledges receipt of this disclosure and acknowledges that
this disclosure has been made by Beneficiary before execution of any note or security document
evidencing or securing the Loan.




     9.9 Commercial Loan. Grantor represents and warrants that the Loan is for commercial
purposes, and not for personal, household or consumer purposes.



     9.10 Remedies, Generally. Notwithstanding anything to the contrary contained in this
Deed of Trust or any of the other Loan Documents, Agent and Lenders shall have the right to
exercise any and all of their rights and remedies granted them hereunder, as well as all remedies
available to it under California Civil Code Section 2938 or any successor statute.



     9.11 Financing Statement. This Deed of Trust shall constitute a financing statement
pursuant to California UCC §9-402(b), and shall be filed as a fixture filing in the
Official Records of the County Register of the County in which the Property is located and covers
goods which are or are to become fixtures on the Premises.



     9.12 Remedies, Mixed Collateral. Agent and Lenders may exercise all of the rights and
remedies of a secured party under the California UCC with respect to the Property. Pursuant to
Section 9-604(a) of the California UCC, Agent and Lenders shall have an option to proceed with
respect to both the real property portion of the Property and the personal property portion of the
Property, in accordance with its rights, powers and remedies with respect to the real property.
Such Section 9-604(a) also permits Agent and Lenders to proceed separately against the Property in
accordance with the remedy and enforcement provisions of the California UCC. If Agent and Lenders
shall elect to proceed against the Property separately from any proceeding with respect to the real
property, Grantor agrees that 10 days notice of the sale of the Property shall be reasonable
notice.



(Signature on next page)








-39-









 








     IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as an instrument under seal as of
the date first above written.



	 	 	 	 	 	 	 	 	 

	 	 	Grantor:
	 
	 	 	 	 	 	 	 	 
	 	 	TNP SRT SAN JACINTO, LLC, a Delaware
	 	 	limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TNP Strategic Retail Operating Partnership,
	 	 	 	 	LP, a Delaware limited liability company, its
	 	 	 	 	Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	TNP Strategic Retail Trust, Inc.,
	 	 	 	 	 	 	a Maryland corporation, its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Christopher S. Cameron
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Christopher S. Cameron
	 

	 	 	 	 	 	 	 	Title: CFO, Secretary






STATE OF CALIFORNIA

COUNTY OF                                         




     On August ____, 2010, before me, the undersigned notary public, personally appeared
________________, the _______________ of TNP Strategic Realty Trust, Inc., a Maryland corporation
and the General Partner of TNP Strategic Retail Operating Partnership, LP, a Delaware limited
liability company, and Sole Member of TNP SRT San Jacinto, LLC, a Delaware limited liability
company, proved to me through satisfactory evidence of identification, being (check whichever
applies): o driver’s license or other state or federal governmental document bearing a photographic
image, o oath or affirmation of a credible witness known to me who knows the above signatory, or o my
own personal knowledge of the identity of the signatory, to be the person whose name is signed
above, and acknowledged the foregoing to be signed by him/her voluntarily in said capacity and the
free act and deed of said limited liability companies, for its stated purpose.



	 	 	 	 	 

	 
	 

	 	 

Notary Public
	 	 
	 

	 	Print Name                                         	 	 
	 

	 	My Commission Expires                     	 	 
	 

	 	[SEAL]	 	 






[Signature Page to Deed of Trust]










 









 








Schedule 1


Defined Terms




     “Debtor Relief Laws” means collectively, Title 11 of the United States Code as now or
hereafter in effect or any other federal, state or local law, domestic or foreign, as now or
hereafter in effect relating to bankruptcy, insolvency, liquidation, receivership, reorganization,
arrangement, composition, extension or adjustment of debts, or similar laws affecting the rights of
creditors.



     “Governmental Authority” means any federal, state, county or municipal government, or
political subdivision thereof, any governmental or quasi-governmental agency, authority, board,
bureau, commission, department, instrumentality, or public body, or any court, administrative
tribunal, or public utility.



     “Hazardous Material” means and includes gasoline, petroleum, asbestos containing materials,
explosives, radioactive materials or any hazardous or toxic material, substance or waste which is
defined by those or similar terms or is regulated as such under any Law of any Governmental
Authority having jurisdiction over the Property or any portion thereof or its use, including: (i)
any “hazardous substance” defined as such in (or for purposes of) the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C.A. § 9601(14) as may be amended from time to
time, or any so-called “superfund” or “superlien” Law, including the judicial interpretation
thereof; (ii) any “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33); (iii) any
material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (iv) any petroleum,
including crude oil or any fraction thereof; (v) natural gas, natural gas liquids, liquefied
natural gas, or synthetic gas usable for fuel; (vi) any “hazardous chemical” as defined pursuant to
29 C.F.R. Part 1910; and (vii) any other toxic substance or contaminant that is subject to any
other Law or other past or present requirement of any Governmental Authority.



     “Interest Rate Agreement” shall mean an interest rate hedging program through the purchase by
Grantor, Original Borrower or another Borrower from Beneficiary of an interest rate swap, cap, or
such other interest rate protection product with respect to the Note.



     “Laws” means, collectively, all federal, state and local laws, statutes, codes, ordinances,
orders, rules and regulations, including judicial and administrative decrees and opinions or
precedential authority in the applicable jurisdiction. Any reference above to a Law, includes the
same as it may be amended from time to time, including the judicial interpretation thereof.



     “Legal Requirement” means any Law, agreement, covenant, restriction, easement or condition
(including, without limitation of the foregoing, any condition or requirement imposed by any
insurance or surety company), as any of the same now exists or may be changed or amended or come
into effect in the future.



     “Permitted Encumbrances” means those matters listed on Exhibit B attached hereto and
made a part hereof.



 









 





     “Transfer” means any sale, transfer, lease (other than a Lease approved or deemed approved by
Agent), conveyance, alienation, pledge, assignment, mortgage, encumbrance hypothecation or other
disposition of (a) all or any portion of the Property or any portion of any other security for the
Secured Obligations, (b) all or any portion of the Borrower’s right, title and interest (legal or
equitable) in and to the Property or any portion of any other security for the Secured Obligations
other than Permitted Encumbrances, or (c) any interest in any Borrower or any interest in any
entity which directly or indirectly holds an interest in, or directly or indirectly controls, any
Borrower.



     “UCC” means the Uniform Commercial Code, as adopted in the State of California, as it may be
amended from time to time.




 











 





EXHIBIT A



LEGAL DESCRIPTION



PARCEL “A”



PARCEL A AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 4 AND 8 OF PARCEL MAP NO. 33196, IN THE
CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 216, PAGES 72
AND 73 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT THE SOUTHEAST CORNER OF SAID PARCEL 4 OF SAID
PARCEL MAP NO. 33196, SAID POINT BEING ON THE SOUTHERLY LINE
OF SAID PARCEL MAP NO. 33196.



THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL MAP NO.
33196, NORTH 89° 54’ 46” WEST A DISTANCE OF 83.32 FEET;



THENCE LEAVING SAID SOUTHERLY LINE NORTH 00° 05’ 14” EAST A
DISTANCE OF 124.09 FEET TO A POINT ON THE NORTHERLY LINE OF
SAID PARCEL 4;



THENCE ALONG THE EASTERLY PROLONGATION OF THE NORTHERLY LINE
OF SAID PARCEL 4 SOUTH 89° 54’ 46” EAST A DISTANCE OF 234.80
FEET;



THENCE LEAVING SAID PROLONGATION SOUTH 00° 05’ 14” WEST A
DISTANCE OF 107.09 FEET TO A POINT ON THE SOUTHERLY LINE OF
SAID PARCEL MAP NO. 33196, SAID LINE BEING 73.00 FEET NORTH
OF THE CENTERLINE OF ESPLANADE AVENUE AS SHOWN ON SAID
PARCEL MAP NO. 33196;



THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL MAP NO. 33196
THE FOLLOWING COURSES:



SOUTH 45° 05’ 14” WEST A DISTANCE OF 24.04 FEET;




 









 






THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 134.48 FEET TO
THE POINT OF BEGINNING.



PARCEL “B”



PARCEL B AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 6, 7 AND 8 OF PARCEL MAP NO. 33196, IN
THE CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 216, PAGES 72
AND 73, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT THE MOST NORTHWESTERLY CORNER OF PARCEL 6 OF
SAID PARCEL MAP NO. 33196, SAID POINT BEING THE NORTHWEST
CORNER OF SAID PARCEL MAP NO. 33196, SAID POINT ALSO BEING
78.00 FEET EAST OF THE CENTERLINE OF SANDERSON AVENUE AS
SHOWN ON SAID PARCEL MAP NO. 33196;



THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL MAP NO. 33196
SOUTH 89° 54’ 40” EAST A DISTANCE OF 389.59 FEET;



THENCE LEAVING SAID NORTHERLY LINE, SOUTH 00° 05’ 14” WEST A
DISTANCE OF 151.01 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 56.33 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 108.16 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 83.75 FEET TO A
POINT ON THE WESTERLY LINE OF SAID PARCEL 7;



THENCE ALONG THE NORTHERLY PROLONGATION OF THE WESTERLY LINE
OF SAID PARCEL 7 NORTH 00° 05’ 14” EAST A DISTANCE OF 130.00
FEET;


THENCE LEAVING SAID NORTHERLY PROLONGATION NORTH 89° 54’ 46”
WEST A DISTANCE OF 18.00 FEET;




 









 






THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 107.17 FEET;



THENCE NORTH 89° 54’ 40” WEST A DISTANCE OF 231.52 FEET TO A
POINT ON THE WESTERLY LINE OF SAID PARCEL MAP NO. 33196 SAID
POINT BEING 78.00 FEET EAST OF THE CENTERLINE OF SANDERSON
AVENUE AS SHOWN ON SAID PARCEL MAP NO. 33196;



THENCE ALONG THE EASTERLY LINE OF SAID SANDERSON AVENUE,
NORTH 00° 06’ 56” EAST A DISTANCE OF 21.00 FEET TO THE POINT
OF BEGINNING.



PARCEL “C”



PARCEL C AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 4, 6, 7, AND 8 OF PARCEL MAP NO. 33196,
IN THE CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 216 PAGES 72 AND
73, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT THE SOUTHEAST CORNER OF PARCEL 2 OF SAID PARCEL
MAP NO. 33196;



THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 2 THE
FOLLOWING COURSES:



NORTH 00° 05’ 14” EAST A DISTANCE OF 132.26 FEET;



THENCE NORTH 89°54’ 46” WEST A DISTANCE OF 28.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 30.00 FEET THE
NORTHEAST CORNER OF SAID PARCEL 2, SAID POINT BEING ON THE
WESTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID PARCEL
6;



THENCE ALONG SAID WESTERLY PROLONGATION, SOUTH 89° 54’ 46”
EAST A DISTANCE OF 28.00 FEET TO AN ANGLE POINT ON THE
WESTERLY LINE OF SAID PARCEL 6;



THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 6 THE
FOLLOWING COURSE:






 









 







THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 42.50 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 18.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 66.50 FEET;



THENCE SOUTH 89° 54’ 46” EAST A DISTANCE OF 18.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 6.92 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A
RADIUS OF 30.00 FEET WITH A RADIAL BEARING OF SOUTH 89° 54’
46” EAST;



THENCE NORTHWESTERLY AND WESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 94° 54’ 51” AN ARC LENGTH OF 49.70 FEET;



THENCE SOUTH 85° 10’ 23” WEST A DISTANCE OF 119.40 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 50.00 FEET TO A
POINT ON THE WESTERLY LINE OF SAID PARCEL MAP NO. 33196 SAID
POINT BEING 78.00 FEET EAST OF THE CENTERLINE OF SANDERSON
AVENUE AS SHOWN ON SAID PARCEL MAP NO. 33196;



THENCE ALONG THE EASTERLY LINE OF SAID SANDERSON AVENUE,
NORTH 00° 06’ 56” EAST A DISTANCE OF 25.02 FEET;



THENCE LEAVING SAID EASTERLY LINE SOUTH 89° 54’ 4O” EAST A
DISTANCE OF 231.52 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 107.17 FEET;



THENCE SOUTH 89° 54’ 46” EAST A DISTANCE OF 18.00 FEET TO A
POINT ON THE NORTHERLY PROLONGATION OF THE WESTERLY LINE OF
SAID PARCEL 7;



THENCE ALONG SAID NORTHERLY PROLONGATION, SOUTH 00° 05’ 14”
WEST A DISTANCE OF 130.00 FEET;



THENCE LEAVING THE WEST LINE OF SAID LOT 7, SOUTH 89° 54’
46” EAST A DISTANCE OF 83.75 FEET TO A POINT 10.00 FEET WEST
OF THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID
PARCEL 6;



THENCE ON A LINE PARALLEL WITH AND 10.00 FEET DISTANT FROM
THE EASTERLY LINE OF SAID PARCEL 6 NORTH 00° 05’




 









 






14” EAST A DISTANCE OF 108.16 FEET;



THENCE LEAVING SAID PARALLEL LINE, SOUTH 89° 54’ 46” EAST A
DISTANCE OF 56.33 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 179.76 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 16.80 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 112.56 FEET TO A
POINT ON A LINE THAT IS PARALLEL WITH AND 38.44 FEET DISTANT
NORTHERLY FROM THE NORTHERLY LINE OF PARCEL 4 OF SAID PARCEL
MAP NO. 33196;



THENCE ALONG SAID PARALLEL LINE, SOUTH 89° 54’ 46” EAST A
DISTANCE OF 38.75 FEET;



THENCE LEAVING SAID PARALLEL LINE, SOUTH 00° 05’ 14” WEST A
DISTANCE OF 162.53 FEET TO A POINT ON THE SOUTHERLY LINE OF
SAID PARCEL 4, SAID POINT BEING ON THE SOUTHERLY LINE OF
SAID PARCEL MAP NO. 33196, SAID LINE BEING 56.00 FEET NORTH
OF THE CENTERLINE OF ESPLANADE AVENUE AS SHOWN ON SAID
PARCEL MAP NO. 33196;



THENCE ALONG SAID SOUTHERLY LINE THE FOLLOWING COURSE:



NORTH 89° 54’ 46” WEST A DISTANCE OF 94.81 FEET;



THENCE NORTH 44° 54’ 46” WEST A DISTANCE OF 24.04 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 42.00 FEET TO
THE SOUTHWEST CORNER OF SAID PARCEL 4, SAID POINT ALSO BEING
THE SOUTHEAST CORNER OF PARCEL 3 OF SAID PARCEL MAP NO.
33196;



THENCE LEAVING SAID SOUTHERLY LINE, ALONG THE EASTERLY LINE
OF SAID PARCEL 3;



NORTH 00° 05’ 14” EAST A DISTANCE OF 107.09 FEET TO THE
NORTHWEST CORNER OF SAID PARCEL 4 OF SAID PARCEL MAP NO.
33196;



THENCE CONTINUING ALONG THE EASTERLY LINE OF SAID PARCEL 3
THE FOLLOWING COURSES:



NORTH 00° 05’ 14” EAST A DISTANCE OF 204.87 FEET;




 









 






THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 74.22 FEET;



THENCE NORTH 00° 5’ 14” EAST A DISTANCE OF 39.13 FEET TO A
POINT ON THE SOUTHERLY LINE OF SAID PARCEL 2;



THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 2 SOUTH 89°
54’ 46” EAST A DISTANCE OF 18.00 FEET TO THE POINT OF
BEGINNING.



PARCEL “D”



PARCEL D AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 6 AND 8 OF PARCEL MAP NO. 33196, IN THE
CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP IN FILE IN BOOK 216 PAGES 72 AND
73, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 8 OF
PARCEL MAP NO. 33196, SAID POINT BEING ON THE NORTHERLY LINE
OF SAID PARCEL MAP NO. 33196.



THENCE ALONG SAID NORTHERLY LINE SOUTH 89° 54’ 40” EAST A
DISTANCE OF 135.33 FEET TO THE TRUE POINT OF BEGINNING;



THENCE LEAVING SAID NORTHERLY LINE SOUTH 00° 05’ 14” WEST A
DISTANCE OF 329.77 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 16.80 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 112.56 FEET TO A
POINT ON A LINE THAT IS PARALLEL WITH AND 38.44 FEET DISTANT
NORTHERLY FROM THE NORTHERLY LINE OF PARCEL 4 OF SAID PARCEL
MAP NO. 33196;



THENCE ALONG SAID PARALLEL LINE, SOUTH 89° 54’ 46” EAST A
DISTANCE OF 130.00 FEET;



THENCE LEAVING SAID PARALLEL LINE, NORTH 00° 05’ 14” EAST A
DISTANCE OF 119.33 FEET;



THENCE SOUTH 89° 54’ 46” EAST A DISTANCE OF 20.00 FEET;




 









 






THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 61.33 FEET;



THENCE NORTH 72° 23’ 24” EAST A DISTANCE OF 16.23 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 32.65 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 22.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 224.08 FEET TO A
POINT ON THE NORTHERLY LINE OF SAID PARCEL 8;



THENCE ALONG SAID NORTHERLY LINE NORTH 89° 54’ 40” WEST A
DISTANCE OF 126.67 FEET TO THE TRUE POINT OF BEGINNING.



PARCEL “E”



PARCEL E AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 8, 9, AND 10 OF PARCEL MAP NO. 33196, IN
THE CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP IN FILE IN BOOK 216 PAGES 72 AND
73, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 8 OF SAID
PARCEL MAP NO. 33196, SAID POINT BEING ON THE NORTHERLY LINE
OF SAID PARCEL MAP NO. 33196



THENCE ALONG SAID NORTHERLY LINE SOUTH 89° 54’ 40” EAST A
DISTANCE OF 133.50 FEET TO A POINT 11.75 FEET WEST OF THE
NORTHEAST CORNER OF SAID PARCEL 9;



THENCE ON A LINE PARALLEL WITH AND 11.75 FEET DISTANT FROM
THE EASTERLY LINE OF SAID PARCEL 9 SOUTH 00° 05’ 14” WEST A
DISTANCE OF 253.17 FEET TO A POINT ON THE EASTERLY LINE OF
SAID PARCEL 9;




THENCE ALONG SAID EASTERLY LINE, LEAVING SAID PARALLEL LINE
SOUTH 25° 06’ 15” WEST A DISTANCE OF 5.32 FEET TO AN ANGLE
POINT ON THE EASTERLY LINE OF SAID PARCEL 9;




 









 






THENCE ALONG SAID EASTERLY LINE SOUTH 00° 05’ 14” WEST A
DISTANCE OF 36.00 FEET TO THE SOUTHEAST CORNER OF SAID
PARCEL 9;



THENCE ON A SOUTHERLY PROJECTION OF THE EASTERLY LINE OF
SAID PARCEL 9 SOUTH 00° 05’ 14” WEST A DISTANCE OF 42.17
FEET;



THENCE LEAVING SAID SOUTHERLY PROJECTION NORTH 89° 54’ 46”
WEST A DISTANCE OF 73.00 FEET TO A POINT ON THE EASTERLY
LINE OF SAID PARCEL 8;



THENCE ALONG SAID EASTERLY LINE THE FOLLOWING COURSES:



SOUTH 00° 05’ 14” WEST A DISTANCE OF 119.83 FEET;



THENCE SOUTH 04° 39’ 40” WEST A DISTANCE OF 25.08 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 106.86 FEET TO A
POINT ON THE SOUTHERLY LINE OF SAID PARCEL MAP NO. 33196,
SAID LINE BEING 73.00 FEET NORTH OF THE CENTERLINE OF
ESPLANADE AVENUE AS SHOWN ON SAID PARCEL MAP NO. 33196, SAID
POINT BEING THE SOUTHEAST CORNER OF SAID PARCEL 8;



THENCE ALONG SAID SOUTHERLY LINE NORTH 89° 54’ 46” WEST A
DISTANCE OF 40.00 FEET TO AN ANGLE POINT OF SAID SOUTHERLY
LINE;



THENCE LEAVING SAID SOUTHERLY LINE NORTH 00° 05’ 14” EAST A
DISTANCE OF 107.09 FEET TO A POINT ON THE EASTERLY
PROLONGATION OF THE NORTHERLY LINE OF PARCEL 4 OF SAID
PARCEL MAP NO. 33196;



THENCE ALONG SAID EASTERLY PROLONGATION NORTH 89° 54’ 46”
WEST A DISTANCE OF 143.61 FEET TO THE NORTHEAST CORNER OF
SAID PARCEL 4;



THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 4 NORTH 89°
54’ 46” WEST A DISTANCE OF 91.19 FEET;



THENCE LEAVING SAID NORTHERLY LINE NORTH 00° 05’ 14” EAST A
DISTANCE OF 38.44 FEET TO A POINT ON A LINE THAT IS PARALLEL
WITH AND 38.44 FEET DISTANT NORTHERLY FROM THE NORTHERLY
LINE OF SAID PARCEL 4;



THENCE ALONG SAID PARALLEL LINE, SOUTH 89° 54’ 46” EAST A
DISTANCE OF 91.25 FEET;




 









 






THENCE LEAVING SAID PARALLEL LINE, NORTH 00° 05’ 14” EAST A
DISTANCE OF 119.33 FEET;



THENCE SOUTH 89° 54’ 46” EAST A DISTANCE OF 20.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 61.33 FEET;



THENCE NORTH 72° 23’ 24” EAST A DISTANCE OF 16.23 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 32.65 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 22.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 224.08 FEET TO A
POINT ON THE NORTHERLY LINE OF SAID PARCEL 8;



THENCE ALONG SAID NORTHERLY LINE SOUTH 89° 54’ 40” EAST A
DISTANCE OF 113.83 FEET TO THE POINT OF BEGINNING.



PARCEL “F”



PARCEL F AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 9 AND 10 OF PARCEL MAP NO. 33196, IN THE
CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP IN FILE IN BOOK 216 PAGES 72 AND
73, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 10 OF SAID
PARCEL MAP 33196, SAID POINT BEING THE NORTHEAST CORNER OF
SAID PARCEL MAP NO. 33196.



THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 10 NORTH 89°
54’ 40” WEST A DISTANCE OF 179.96 FEET TO A POINT 11.75 FEET
WEST OF THE NORTHWEST CORNER OF SAID PARCEL 10;



THENCE LEAVING SAID NORTHERLY LINE, ON A LINE PARALLEL WITH
AND 11.75 FEET DISTANT FROM THE WESTERLY LINE OF SAID PARCEL
10, SOUTH 00° 05’ 14” WEST A DISTANCE OF 253.17 FEET; TO A
POINT ON THE WESTERLY LINE OF PARCEL
10;





 









 







THENCE ALONG SAID WESTERLY LINE, LEAVING SAID PARALLEL LINE,
SOUTH 25° 06’ 15” WEST A DISTANCE OF 5.32 FEET; TO AN ANGLE
POINT ON THE WESTERLY LINE OF SAID PARCEL 10;



THENCE ALONG SAID WESTERLY LINE SOUTH 00° 05’ 14” WEST A
DISTANCE OF 36.00 FEET TO THE SOUTHEAST CORNER OF SAID
PARCEL 9;



THENCE ON A SOUTHERLY PROJECTION OF THE WESTERLY LINE OF
SAID PARCEL 10 SOUTH 00° 05’ 14” WEST A DISTANCE OF 42.17
FEET;



THENCE LEAVING SAID SOUTHERLY PROJECTION NORTH 89° 54’ 46”
WEST A DISTANCE OF 73.00 FEET TO A POINT ON THE WESTERLY
LINE OF SAID PARCEL 10;



THENCE ALONG THE WESTERLY LINE OF THE FOLLOWING COURSES:



SOUTH 00° 05’ 14” WEST A DISTANCE OF 119.83 FEET;



THENCE SOUTH 04° 39’ 40” WEST A DISTANCE OF 25.08 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 106.86 FEET TO A
POINT ON THE SOUTHERLY LINE OF SAID PARCEL MAP NO. 33196,
SAID LINE BEING 73.00 FEET NORTH OF THE CENTERLINE OF
ESPLANADE AVENUE AS SHOWN ON SAID PARCEL MAP NO. 33196 SAID
POINT BEING THE SOUTHWEST CORNER OF SAID PARCEL 10;



THENCE ALONG SAID SOUTHERLY LINE SOUTH 89° 54’ 46” EAST A
DISTANCE OF 28.00 FEET TO THE SOUTHWEST CORNER OF PARCEL 5
OF SAID PARCEL MAP NO. 33196;



THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 5 NORTH 00°
05’ 14” EAST A DISTANCE OF 136.36 FEET TO THE NORTHWEST
CORNER OF SAID PARCEL 5;



THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 5 SOUTH 89°
54’ 46” EAST A DISTANCE OF 228.92 FEET TO THE NORTHEAST
CORNER OF SAID PARCEL 5, SAID POINT BEING ON THE EASTERLY
LINE OF SAID PARCEL MAP NO. 33196.



THENCE ALONG SAID EASTERLY LINE NORTH 00° 07’ 25” EAST A
DISTANCE OF 451.49 FEET TO THE POINT OF BEGINNING.




 









 






PARCEL “G”



PARCELS 1 AND 2 OF PARCEL MAP NO. 33196, IN THE CITY OF SAN
JACINTO, AS SHOWN ON A MAP FILED IN BOOK 216, PAGES 72 AND
73 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.



PARCEL “H”



PARCEL 5 OF PARCEL MAP NO. 33196, IN THE CITY OF SAN
JACINTO, AS SHOWN ON A MAP FILED IN BOOK 216, PAGES 72 AND
73 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.



PARCEL “I”



NON-EXCLUSIVE, PERPETUAL EASEMENTS FOR THE PURPOSES OF
PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS, DRAINAGE AND
UTILITIES ALONG WITH NON-EXCLUSIVE EASEMENTS FOR PARKING,
BUILDING ENCROACHMENTS AND SIGN MAINTENANCE AS FURTHER
DESCRIBED AND SET FORTH IN A DOCUMENT ENTITLED “DECLARATION
OF COVENANTS, CONDITIONS AND RESTRICTIONS AND RECIPROCAL
EASEMENT AGREEMENT” RECORDED APRIL 4, 2006 AS INSTRUMENT NO.
2006-0238823 OF OFFICIAL RECORDS.



APN: 436-710-001-0 and 436-710-002-1 and 436-710-003-2 and
436-710-004-3 and 436-710-005-4 and 436-710-006-5 and
436-710-007-6 and 436-710-008-7 and 436-710-010-8














 









 









Exhibit B




Permitted Encumbrances


Those encumbrances listed in the title insurance policy for the Premises being issued as of even
date by First American Title Insurance Company for the benefit of the Beneficiary.