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HomeMy WebLinkAboutDeeds & Easements_28-2020E Recording Requested By First American Title Insurance Company Electronically National Commercial Services,Ontario,CA Recorded in Official Records County of San Bernardino RECORDING REQUESTED BY Bob Dutton Assessor-Recorder-County Clerk AND WHEN RECORDED MAIL DOCUMENT TO: DOC# 2020-0334951 NAME City of Redlands 09/09/2020 Titles. 1 Pages:5 STREET PO Box 3005 ADDRESS 08:37 AM Redlands, CA 92373 $26.00 STATE& ATTN: City Clerk SAN Fees ZIP CODE Taxes $1529.005 C9229 CA SB2 Fee 0.00 Total $1555.00 3C5`1,1)06-11 SPACE ABOVE FOR RECORDER'S USE ONLY GRANT DEED Title of Document Pursuant to Senate Bill 2—Building Homes and Jobs Act(GC Code Section 27388.1),effective January 1,2018,a fee of seventy- five dollars($75.00)shall be paid at the time of recording of every real estate instrument,paper,or notice required or permitted by law to be recorded, except those expressly exempted from payment of recording fees, per each single transaction per parcel of real property The fee imposed by this section shall not exceed two hundred twenty-five dollars($225.00). Reason for Exemption: x Exempt from fee per GC 27388.1 recorded in connection with a transfer subject to the imposition of documentary transfer tax (DTT),or Exempt from fee per GC 27388.1 recorded in connection with a transfer of real property that is a residential dwelling to an owner-occupier or Exempt from fee per GC 27388.1 recorded in connection with a transfer that was subject to documentary transfer tax which was paid on document recorded previously on (date) as document number of Official Records. (Cap.$225.00) Exempt from fee per GC 27388.1 fee cap of$225.00 reached,and/or Exempt from fee per GC 27388.1 not related to real property Failure to include an exemption reason will result in the imposition of the$75.00 Building Homes and Jobs Act fee.Fees collected are deposited to the State and may not be available for refund. THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) DOC #2020-0334951 Page 2 of 5 GRANT DEED RECORDING REQUESTED BY First American Title Insurance Company NCS WHEN RECORDED MAIL TO City of Redlands P O Box 3005 Redlands, California 92373 Attention. City Clerk (Space Above for Recorder's Use) APNs 0169-021-06 and 0169-121-10 File No NCS 1005171-ONTI GRANT DEED 1,5291. " The undersigned Grantor declares that Documentary Transfer Tax is $6fre@; City Transfer Tax is $0 00, pursuant to Section 11932 of the California Revenue and Taxation Code, as amended. [ x] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ ] unincorporated area, [x ] City of Redlands, and FOR GOOD AND VALUABLE CONSIDERATION,the receipt and sufficiency of which is hereby acknowledged, CITY OF REDLANDS (the "Grantor"), hereby grants to REDLANDS ARMORY LLC, a limited liability company the real property in the City of Redlands,County of San Bernardino, State of California, described in Exhibit "A" attached to and incorporated in this Agreement by this reference. THIS GRANT AND CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, RIGHTS OF WAY AND EASEMENTS NOW OF RECORD [signature page follows] DOC #2020-0334951 Page 3 of 5 MAIL TAX STATEMENTS TO City of Redlands P O Box 3005 Redlands, California 92373 Attention. City Clerk IN WITNESS WHEREOF, the Grantor has executed this Grant Deed as of S re`f(3 FA. I , 2020 GRANTOR. CITY OF REDLANDS, a municipal corporation ByCU) 114%0411, t l t Paul W Foster, Mayor ATTEST Jx Cr i, . � 4 J'. e Donaldson, City Clerk 7/ I f DOC #2020-0334951 Page 4 of 5 A notary public or other officer completing this certificate verified only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA ) \ ss. COUNTY OF Ze�'ttvlo ) On SepktitAce,c< 202--O , 2926,before me, D lRoi1\SI No+aarii L C., , Notary Public,personally appeared?cw.` U.1 4-o si-ce" o lcc,Sor who proved to me on the basis of satisfactory evidence to be the persorQwhose nam0 i$/are subscribed to the within instrument and acknowledged to me that be/she/they/executed the same in bus/Her/their authorized capaci and that by Ns/her/their signature()on the instrument the person ,,or the entity upon behalf of which the person Oacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. DIANA RAINS Notary Public California ^ San Bernardino County > /, /rCJ � �s1!►� Commission+r 2175775 ion M Comm.Ex Tres Dec 16,2020 Notary Public In and For Said County and State DOC #2020-0334951 Page 5 of 5 Exhibit"A" Legal Description Real property in the City of Redlands, County of San Bernardino, State of California, described as follows THAT PORTION OF BLOCK 28, OF BARON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFONIA, AS PER PLAT RECORDEDIN BOOK 6 OF MAPS, PAGE 19 THEREOF, RECORDS OF SAID COUNTY, PARTICULARY DESCRIBED AS FOLLOWS. BEGINNING AT A POINT ON THE WEST LINE OF TEXAS STREET, 80 FEET WIDE, DISTANCE THEREON SOUTH 1 DEG. 00'07" EAST 460 FEET FROM THE SOUTH LINE OF COLTON AVENUE, 80 FEET WIDE, AS SAID TEXAS STREET AND COLTON AVENUE ARE SHOWN ON SAID MAP; THENCE SOUTH 88 DEG 59'51" WEST 303 95 FEET TO A NON-TANGENT CURVE HAVING A RADIUS OF 3,500 FEET AND BEING CONCAVE NORTHERLY, THENCE WESTERLY ALONG SAID CURVE FROM A TANGENT BEARING NORTH 70 DEG. 59'54"WEST, THROUGH AN ANGLE OF 5 DEG. 17'28", AN ARC DISTANCE OF 323.22 FEET TO THE WEST LINE OF THE NORTHEAST 1/4 OF SAID LOT OR BLOCK 28, THENCE ALONG SAID WEST LINE , SOUTH 0 DEG. 01'45" EAST 220.27 FEET TO THE SOUTHWEST CORNER OF SAID NORTHEAST 1/4 , THENCE NORTH 89 DEG 38'25"EAST 619.85 FEET TO SAID WEST LINE OF TEXAS STREET,THENCE ALONG SAID WEST LINE, NORTH 1 DEG. 00'07"WEST 159 66 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA AS DESCRIBED IN A GRANT DEED RECORDED JULY 07, 1988 AS INSTRUMENT NO 88-213391 OF OFFICIAL RECORDS. APN 0169-121-06 and 0169-121-10 Recording Requested By First American Title Insurance Company Electronically National Commercial Services,Ontario,CA Recorded in Official Records RECORDING REQUESTED BY County of San Bernardino Bob Dutton AND WHEN RECORDED MAIL DOCUMENT TO: Assessor-Recorder-County Clerk NAME Pacific Premier Bank DOC# 2020-0334952 STREET 17901 Von Karman Avenue 09/09/2020 Titles. 1 Pages: 14 ADDRESS 08:37 AM Suite, 1200 SAN Fees $53.00 CITY STATE 6 ZIP CODE Irvine, CA 92614 Taxes $0.00 C9229 CA SB2 Fee 0.00 Total $53.00 CS—too61-1 ► -6,Nr--I SPACE ABOVE FOR RECORDER'S USE ONLY Deed of Trust Title of Document cr:::::::.."...o:.....",„,7:.,t:.,,,,k) Pursuant to Senate Bill 2—Building Homes and Jobs Act(GC Code Section 27388.1),effective January 1, 2018,a fee of seventy- five dollars($75.00)shall be paid at the time of recording of every real estate instrument,paper,or notice required or permitted by law to be recorded, except those expressly exempted from'payment of,recording fees, per each single transaction per parcel of real property The fee imposed by this section shall not exceed two hun(dsred twenty-five dollars($225.00). re,... J C A t 1Ft,,WN UI •::::: : , Reason for Exemption. I7 i Exempt from fee per GC 27388 1 recorded in connection with a transfer subject to the imposition of documentary transfer tax 1.) i• Ps 1f4.7 inoi—irviNT P 71)T=9' .,‘ i Exempt from fee per GC 27388 1 recorded in connection with a transferiof real property that is a residential dwelling to an s ,u..4t,v s ..v.r.al a.'wa ' a .e, . .. .. 41.r owner-occupier or .,,,.r ` 7 I nExempt from fee per GC 27388 1' recorded in connection with a transfer that was subject Ito documentary transfer tax which was paid on document recorded previously on (date) as document number \ D of Official Records. (Cap. $225.00) t'-- \ . n Exempt from fee per GC 27388 1-fee cap of$225 00 reached and/or.— -, w y� Exempt from fee per GC 27388.1 not related to real _roe ''``''a : _ __ 1��,�' k e7 C. Failure to include an exemption reason will result in the imposition of the$75.00 Building Homes and Jobs Act fee.Fees collected are deposited to the State and may not be'available for refund. 9 w " ),,=Cif,.."';' ,.\,44044cf4.,.0.1';.1,,,.,. ,,,,I.; y •---' ''''`fl_t.0** , _I-47 11.1 AC---... II tt ♦A" 853 THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) DOC #2020-0334952 Page 2 of 14 RECORDATION REQUESTED BY Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine, CA 92614 WHEN RECORDED MAIL TO Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine, CA 92614 SEND TAX NOTICES TO. Redlands Armory LLC 1621 Garden Street Redlands,CA 92373 FOR RECORDER'S USE ONLY HM •233* DEED OF TRUST THIS DEED OF TRUST is dated August 27, 2020, among Redlands Armory, LLC, a California limited liability company, whose address is 1621 Garden Street, Redlands, CA 92373 ("Trustor"), Pacific Premier Bank, whose address is 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"), and Commonwealth Land Title Company, whose address is 4100 Newport Place, Suite 120, Newport Beach, CA 92660 (referred to below as "Trustee'). CONVEYANCE AND GRANT For valuable consideration,Trustor irrevocably grants,transfers and assigns to Trustee in trust, with power of sale, for the benefit of Lender as Beneficiary all of Trustor's right, title and interest in and to the following described real property together with all existing or subsequently erected or affixed buildings, improvements and fixtures, all easements, rights of way and appurtenances, all water water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in San Bernardino County, State of California See Exhibit "A", which is attached to this Deed of Trust and made a part of this Deed of Trust as if fully set forth herein The Real Property or its address is commonly known as 617 Texas Street, Redlands, CA 92374 The Assessor's Parcel Number for the Real Property is 0169-121-06 and 0169-121-10 Trustor presently assigns to Lender(also known as Beneficiary in this Deed of Trust) all of Trustor's right, title and interest in and to all present and future leases of the Property and all Rents from the Property This is an absolute assignment of Rents made in connection with an obligation secured by real property pursuant to California Civil Code Section 2938 In addition Trustor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS DEED OF TRUST INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF THE TRUSTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Trustor's obligations under the Note this Deed of Trust, and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY Trustor agrees that Trustor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Trustor may (1) remain in possession and control of the Property. (2) use,operate or manage the Property.and (3) collect the Rents from the Property Duty to Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Trustor represents and warrants to Lender that: (1) During the period of Trustor's ownership of the Property there has been no use, generation, manufacture storage treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under about or from the Property. (2) Trustor has no knowledge of or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any DOC #2020-0334952 Page 3 of 14 *233* DEED OF TRUST Loan No 5670348412 (Continued) Page 2 Hazardous Substance on, under about or from the Property by any prior owners or occupants of the Property or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters and (3) Except as previously disclosed to and acknowledged by Lender in writing (a) neither Trustor nor any tenant, contractor agent or other authorized user of the Property shall use generate, manufacture store treat, dispose of or release any Hazardous Substance on under about or from the Property. and (b) any such activity shall be conducted in compliance with all applicable federal, state and local laws regulations and ordinances, including without limitation all Environmental Laws. Trustor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. The representations and warranties contained herein are based on Trustor's due diligence in investigating the Property for Hazardous Substances. Trustor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify defend and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Trustor's ownership or interest in the Property whether or not the same was or should have been known to Trustor The provisions of this section of the Deed of Trust, including the obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property whether by foreclosure or otherwise. Without otherwise limiting Trustor's covenants as provided herein,Trustor shall not without Lender's prior written consent, remove or permit the removal of sand,gravel or topsoil, or engage in borrow pit operations,or use or permit the use of the Property as a land fill or dump,or store burn or bury or permit the storage, burning or burying of any material or product which may result in contamination of the Property or the groundwater or which may require the issuance of a permit by the Environmental Protection Agency or any state or local government agency governing the issuance of hazardous or toxic waste permits,or request or permit a change in zoning or land use classification,or cut or remove or suffer the cutting or removal of any trees or timber from the Property At its sole cost and expense, Trustor shall comply with and shall cause all occupants of the Property to comply with all Environmental Laws with respect to the disposal of industrial refuse or waste and/or the discharge, processing, manufacture generation, treatment, removal, transportation storage and handling of Hazardous Substances, and pay immediately when due the cost of removal of any such wastes or substances from and keep the Property free of any lien imposed pursuant to such laws, rules, regulations and orders. Trustor shall not install or permit to be installed in or on the Property friable asbestos or any substance containing asbestos and deemed hazardous by federal,state or local laws, rules,regulations or orders respecting such material. Trustor shall further not install or permit the installation of any machinery equipment or fixtures containing polychlorinated biphenyls (PCBs) on or in the Property With respect to any such material or materials currently present in or on the Property Trustor shall promptly comply with all applicable Environmental Laws regarding the safe removal thereof at Trustor's expense Trustor shall indemnify and defend Lender and hold Lender harmless from and against all loss, cost, damage and expense (including, without limitation, attorneys'fees and costs incurred in the investigation defense and settlement of claims)that Lender may incur as a result of or in connection with the assertion against Lender of any claim relating to the presence or removal of any Hazardous Substance,or compliance with any Environmental Law No notice from any governmental body has ever been served upon Trustor or to Trustor's knowledge after due inquiry upon any prior owner of the Property claiming a violation of or under any Environmental Law or concerning the environmental state condition or quality of the Property or the use thereof or requiring or calling attention to the need for any work repairs, construction removal, cleanup alterations, demolition, renovation or installation on or in connection with, the Property in order to comply with any Environmental Law• and upon receipt of any such notice Trustor shall take any and all steps, and shall perform any and all actions necessary or appropriate to comply with the same, at Trustor's expense. In the event Trustor fails to do so, Lender may declare this Deed of Trust to be in default. Nuisance,Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property Without limiting the generality of the foregoing, Trustor will not remove, or grant to any other party the right to remove, any timber minerals (including oil and gas), coal, clay scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Trustor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Trustor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Trustor's compliance with the terms and conditions of this Deed of Trust. Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property including without limitation, the Americans With Disabilities Act. Trustor may contest in good faith any such law ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals,so long as Trustor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Trustor to post adequate security or a surety bond,reasonably satisfactory to Lender to protect Lender's interest. DOC #2020-0334952 Page 4 of 14 *233* DEED OF TRUST Loan No 5670348412 (Continued) Page 3 Duty to Protect. Trustor agrees neither to abandon or leave unattended the Property Trustor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property DUE ON SALE CONSENT BY LENDER. Lender may at Lender's option declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer without Lender's prior written consent,of all or any part of the Real Property or any interest in the Real Property A 'sale or transfer' means the conveyance of Real Property or any right, title or interest in the Real Property.whether legal, beneficial or equitable whether voluntary or involuntary. whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years lease-option contract, or by sale assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property or by any other method of conveyance of an interest in the Real Property If any Trustor is a corporation partnership or limited liability company transfer also includes any restructuring of the legal entity (whether by merger division or otherwise) or any change in ownership of more than twenty-five percent (25%) of the voting stock partnership interests or limited liability company interests, as the case may be of such Trustor However this option shall not be exercised by Lender if such exercise is prohibited by applicable law TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Trustor shall pay when due (and in all events at least ten (10) days prior to delinquency) all taxes, special taxes, assessments, charges(including water and sewer), fines and impositions levied against or on account of the Property and shall pay when due all claims for work done on or for services rendered or material furnished to the Property Trustor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due, except for the Existing Indebtedness referred to below and except as otherwise provided in this Deed of Trust. Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay so long as Lender's interest in the Property is not jeopardized If a lien arises or is filed as a result of nonpayment, Trustor shall within fifteen (15) days after the lien arises or if a lien is filed within fifteen (15) days after Trustor has notice of the filing secure the discharge of the lien or if requested by Lender deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property Notice of Construction. Trustor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished or any materials are supplied to the Property if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials and the cost exceeds$25 000 00 Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. Maintenance of Insurance. Trustor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender Trustor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally Trustor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance, as Lender may reasonably require Notwithstanding the foregoing in no event shall Trustor be required to provide hazard insurance in excess of the replacement value of the improvements on the Real Property Policies shall be written in form amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender All policies shall provide that the policies shall not be invalidated by any waiver of the right of subrogation by any insured and shall provide that the carrier shall have no right to be subrogated to Lender Trustor upon request of Lender will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any other person. Should the Real Property be located in an area designated by the Administrator of the Federal Emergency Management Agency as a special flood hazard area, Trustor agrees to obtain and maintain flood insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender and to maintain such insurance for the term of the loan. Flood insurance may be purchased under the National Flood Insurance Program,from private insurers providing 'private flood insurance' as defined by applicable federal flood insurance statutes and regulations, or from another flood insurance provider that is both acceptable to Lender in its sole discretion and permitted by applicable federal flood insurance statutes and regulations. DOC #2020-0334952 Page 5 of 14 1101 *233* DEED OF TRUST Loan No 5670348412 (Continued) Page 4 Application of Proceeds. Trustor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds$10 000 00 Lender may make proof of loss if Trustor fails to do so within fifteen (15)days of the casualty If in Lender's sole judgment Lender's security interest in the Property has been impaired, Lender may at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property or the restoration and repair of the Property If the proceeds are to be applied to restoration and repair Trustor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor from the proceeds for the reasonable cost of repair or restoration if Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder if any shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness,such proceeds shall be paid to Trustor as Trustor's interests may appear Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of and pass to the purchaser of the Property covered by this Deed of Trust at any trustee's sale or other sale held under the provisions of this Deed of Trust, or at any foreclosure sale of such Property Trustor's Report on Insurance. Upon request of Lender however not more than once a year Trustor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer (2) the risks insured (3) the amount of the policy. (4) the property insured, the then current replacement value of such property and the manner of determining that value. and (5) the expiration date of the policy Trustor shall upon request of Lender have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property TAX AND INSURANCE RESERVES. Subject to any limitations and consistent with any requirements set by applicable law Lender may require Trustor to maintain with Lender reserves for payment of annual taxes, assessments, and insurance premiums, which reserves shall be created by an initial deposit and subsequent monthly payments,or payments at such other interval as payments under the Note may be due, of a sum estimated by Lender to be sufficient to pay the total annual taxes assessments, and insurance premiums Lender reasonably anticipates to be paid from these reserves. The reserve funds shall be held by Lender as a general deposit from Trustor which Lender may satisfy by payment of the taxes assessments and insurance premiums required to be paid by Trustor as they become due. Lender shall have the right to draw upon the reserve funds to pay such items and Lender shall not be required to determine the validity or accuracy of any item before paying it. Nothing in the Deed of Trust shall be construed as requiring Lender to advance other monies for such purposes, and Lender shall not incur any liability for anything it may do or omit to do with respect to the reserve account. Subject to any limitations set by applicable law if the reserve funds disclose a shortage or deficiency Trustor shall pay such shortage or deficiency as required by Lender All amounts in the reserve account are hereby pledged to further secure the Indebtedness, and Lender is hereby authorized to withdraw and apply such amounts on the Indebtedness upon the occurrence of an Event of Default. Lender shall not be required to pay any interest or earnings on the reserve funds unless required by law or agreed to by Lender in writing Lender does not hold the reserve funds in trust for Trustor and Lender is not Trustor's agent for payment of the taxes and assessments required to be paid by Trustor LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Trustor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Trustor's failure to discharge or pay when due any amounts Trustor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Trustor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Trustor All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy. or (2) the remaining term of the Note or (C) be treated as a balloon payment which will be due and payable at the Note's maturity The Deed of Trust also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default. WARRANTY DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Trustor warrants that: (a)Trustor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy title report, or final title opinion issued in favor of and accepted by Lender in connection with this Deed of Trust, and (b) Trustor has the full right, power and authority to execute and deliver this Deed of Trust to Lender Defense of Title. Subject to the exception in the paragraph above, Trustor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Trustor's title or the interest of Trustee or Lender under this Deed of Trust, Trustor shall defend the action at Trustor's expense. Trustor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Trustor will deliver or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation Compliance With Laws. Trustor warrants that the Property and Trustor's use of the Property complies with all existing applicable laws, ordinances,and regulations of governmental authorities. DOC #2020-0334952 Page 6 of 14 010 11 *233* DEED OF TRUST Loan No 5670348412 (Continued) Page 5 Survival of Representations and Warranties. All representations, warranties, and agreements made by Trustor in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and effect until such time as Trustor's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to eminent domain and inverse condemnation proceedings are a part of this Deed of Trust: Notice of Proceedings. Trustor shall immediately notify Lender in writing should all or any part of the Property become subject to any condemnation or expropriation proceedings or other similar proceedings, including without limitation, any condemnation, confiscation, eminent domain, inverse condemnation or temporary requisition or taking of the mortgaged Property or any part or parts of the Property Trustor further agrees to promptly take such steps as may be necessary and proper within Lender's sole judgment and at Trustor's expense, to defend any such condemnation or expropriation proceedings and obtain the proceeds derived from such proceedings. Trustor shall not agree to any settlement or compromise or any condemnation or expropriation claim without Lender's prior written consent. Lender's Participation. Lender may at Lender's sole option elect to participate in any such condemnation or expropriation proceedings and be represented by counsel of Lender's choice Trustor agrees to provide Lender with such documentation as Lender may request to permit Lender to so participate and to reimburse Lender for Lender's costs associated with Lender's participation, including Lender's reasonable attorneys'fees. Conduct of Proceedings. If Trustor fails to defend any such condemnation or expropriation proceedings to Lender's satisfaction, Lender may undertake the defense of such a proceeding for and on behalf of Trustor To this end,Trustor irrevocably appoints Lender as Trustor's agent and attorney-in-fact, such agency being coupled with an interest, to bring defend adjudicate settle or otherwise compromise such condemnation or expropriation claims, it being understood, however that, unless one or more Events of Default (other than the condemnation or expropriation of the Property)then exists under this Deed of Trust, Lender will not agree to any final settlement or compromise of any such condemnation or expropriation claim without Trustor's prior approval, which approval shall not be unreasonably withheld. Application of Net Proceeds. Lender shall have the right to receive all proceeds derived or to be derived from the condemnation, expropriation confiscation eminent domain inverse condemnation, or any permanent or temporary requisition or taking of the Property or any part or parts of the Property ("condemnation proceeds"). In the event that Trustor should receive any such condemnation proceeds, Trustor agrees to immediately turn over and to pay such proceeds to Lender All condemnation proceeds, which are received by or which are payable to either Trustor or Lender shall be applied at Lender's sole option and discretion and in such manner as Lender may determine (after payment of all reasonable costs, expenses and attorneys fees necessarily paid or incurred by Trustor and/or Lender), for the purpose of (a) replacing or restoring the condemned expropriated confiscated or taken Property: or (b)reducing the then outstanding balance of the Indebtedness,together with interest thereon with such payments being applied in the manner provided in this Deed of Trust. Lender's receipt of such condemnation proceeds and the application of such proceeds as provided in this Deed of Trust shall not affect the lien of this Deed of Trust. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust: Current Taxes, Fees and Charges. Upon request by Lender Trustor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property Trustor shall reimburse Lender for all taxes, as described below together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applies. (1) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Trustor which Trustor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Trustor Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (1) pays the tax before it becomes delinquent,or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender SECURITY AGREEMENT FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time Security Interest. Upon request by Lender Trustor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property Trustor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Trustor shall not remove sever or detach the Personal Property from the Property Upon default, Trustor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably DOC #2020-0334952 Page 7 of 14 *233* DEED OF TRUST Loan No 5670348412 (Continued) Page 6 convenient to Trustor and Lender and make it available to Lender within three (3)days after receipt of written demand from Lender to the extent permitted by applicable law Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code)are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES ATTORNEY-IN-FACT The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust. Further Assurances. At any time and from time to time upon request of Lender Trustor will make execute and deliver or will cause to be made executed or delivered to Lender or to Lender's designee and when requested by Lender cause to be filed recorded refiled or rerecorded as the case may be, at such times and in such offices and places as Lender may deem appropriate any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements continuation statements, instruments of further assurance, certificates and other documents as may in the sole opinion of Lender be necessary or desirable in order to effectuate complete perfect, continue or preserve (1) Trustor's obligations under the Note this Deed of Trust, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust on the Property whether now owned or hereafter acquired by Trustor Unless prohibited by law or Lender agrees to the contrary in writing Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-in-Fact. If Trustor fails to do any of the things referred to in the preceding paragraph,Lender may do so for and in the name of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-fact for the purpose of making, executing,delivering,filing, recording,and doing all other things as may be necessary or desirable, in Lender's sole opinion,to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Trustor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance. EVENTS OF DEFAULT Each of the following at Lender's option shall constitute an Event of Default under this Deed of Trust. Payment Default. Trustor fails to make any payment when due under the Indebtedness. Other Defaults. Trustor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Trustor Compliance Default. Failure to comply with any other term obligation covenant or condition contained in this Deed of Trust,the Note or in any of the Related Documents. Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or insurance or any other payment necessary to prevent filing of or to effect discharge of any lien Environmental Default. Failure of any party to comply with or perform when due any term,obligation, covenant or condition contained in any environmental agreement executed in connection with the Property Default in Favor of Third Parties. Should Trustor default under any loan extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Trustor's property or Trustor's ability to repay the Indebtedness or Trustor's ability to perform Trustor's obligations under this Deed of Trust or any of the Related Documents. False Statements. Any warranty representation or statement made or furnished to Lender by Trustor or on Trustor's behalf or made by Guarantor or any other guarantor endorser surety or accommodation party under this Deed of Trust or the Related Documents in connection with the obtaining of the Indebtedness evidenced by the Note or any security document directly or indirectly securing repayment of the Note is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Death or Insolvency The dissolution of Trustor's (regardless of whether election to continue is made), any member withdraws from the limited liability company or any other termination of Trustor's existence as a going business or the death of any member the insolvency of Trustor the appointment of a receiver for any part of Trustor's property any assignment for the benefit of creditors any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by judicial proceeding, self-help, repossession or any other method by any creditor of Trustor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Trustor's accounts, including deposit accounts, with Lender However this Event of Default shall not apply if there is a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Trustor gives Lender written notice of the creditor or forfeiture proceeding and DOC #2020-0334952 Page 8 of 14 HO 233* DEED OF TRUST Loan No 5670348412 (Continued) Page 7 deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding in an amount determined by Lender in its sole discretion as being an adequate reserve or bond for the dispute Execution; Attachment. Any execution or attachment is levied against the Property and such execution or attachment is not set aside discharged or stayed within thirty(30)days after the same is levied. Change in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted or implemented, that limits or defines the uses which may be made of the Property such that the present or intended use of the Property as specified in the Related Documents,would be in violation of such zoning ordinance or regulation or public restriction, as changed. Default Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion of the Property Judgment. Unless adequately covered by insurance in the opinion of Lender the entry of a final judgment for the payment of money involving more than ten thousand dollars ($10 000 00) against Trustor and the failure by Trustor to discharge the same, or cause it to be discharged, or bonded off to Lender's satisfaction, within thirty (30) days from the date of the order decree or process under which or pursuant to which such judgment was entered. Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Trustor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Trustor to Lender whether existing now or later Events Affecting Guarantor Any of the preceding events occurs with respect to any Guarantor or any other guarantor endorser surety or accommodation party of any of the Indebtedness or any Guarantor or any other guarantor endorser surety or accommodation party dies or becomes incompetent, or revokes or disputes the validity of or liability under any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity Lender in good faith believes itself insecure Right to Cure. If any default,other than a default in payment, is curable and if Trustor has not been given a notice of a breach of the same provision of this Deed of Trust within the preceding twelve (12) months, it may be cured if Trustor after Lender sends written notice to Trustor demanding cure of such default: (1) cures the default within fifteen (15)days;or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical RIGHTS AND REMEDIES ON DEFAULT If an Event of Default occurs under this Deed of Trust, at any time thereafter Trustee or Lender may exercise any one or more of the following rights and remedies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Trustor's failure to perform shall not affect Lender's right to declare a default and exercise its remedies. Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the Property which notice Trustee shall cause to be filed for record Beneficiary also shall deposit with Trustee this Deed of Trust, the Note other documents requested by Trustee and all documents evidencing expenditures secured hereby After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law Trustee, without demand on Trustor shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement in accordance with applicable law Trustee shall deliver to such purchaser its deed conveying the Property so sold but without any covenant or warranty express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof Any person, including Trustor Trustee or Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of. all sums expended under the terms hereof not then repaid,with accrued interest at the amount allowed by law in effect at the date hereof•all other sums then secured hereby.and the remainder if any to the person or persons legally entitled thereto Judicial Foreclosure. With respect to all or any part of the Real Property Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law UCC Remedies. With respect to all or any part of the Personal Property Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law DOC #2020-0334952 Page 9 of 14 *233* DEED OF TRUST Loan No 5670348412 (Continued) Page 8 Collect Rents. Lender shall have the right, without notice to Trustor to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender If the Rents are collected by Lender then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made whether or not any proper grounds for the demand existed Lender may exercise its rights under this subparagraph either in person, by agent,or through a receiver Appoint Receiver Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property with the power to protect and preserve the Property to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property or (2) vacate the Property immediately upon the demand of Lender Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law or in equity Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition Any sale of the Personal Property may be made in conjunction with any sale of the Real Property Sale of the Property To the extent permitted by applicable law Trustor hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies,the Trustee or Lender shall be free to sell all or any part of the Property together or separately in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law Lender's attorneys'fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law Trustor also will pay any court costs, in addition to all other sums provided by law Rights of Trustee Trustee shall have all of the rights and duties of Lender as set forth in this section POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor (a)join in preparing and filing a map or plat of the Real Property including the dedication of streets or other rights to the public; (b)join in granting any easement or creating any restriction on the Real Property. and (c)join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. Obligations to Notify Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Trustor Lender or Trustee shall be a party unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applicable law In addition to the rights and remedies set forth above,with respect to all or any part of the Property the Trustee shall have the right to foreclose by notice and sale,and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law Successor Trustee. Lender at Lender's option may from time to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of San Bernardino County State of California. The instrument shall contain in addition to all other matters required by state law the names of the original Lender Trustee and Trustor the book and page where this Deed of Trust is recorded,and the name and address of the DOC #2020-0334952 Page 10 of 14 111 *233* DEED OF TRUST Loan No 5670348412 (Continued) Page 9 successor trustee and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee without conveyance of the Property shall succeed to all the title power and duties conferred upon the Trustee in this Deed of Trust and by applicable law This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged is made a public record as provided by law NOTICES. Any notice required to be given under this Deed of Trust shall be given in writing and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier or if mailed,when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Trustor requests that copies of any notices of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes, Trustor agrees to keep Lender informed at all times of Trustor's current address. Unless otherwise provided or required by law if there is more than one Trustor any notice given by Lender to any Trustor is deemed to be notice given to all Trustors. STATEMENT OF OBLIGATION FEE. Lender may collect a fee not to exceed the maximum amount permitted by law for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. WAIVER OF STATUTE OF LIMITATIONS. Trustor waives, to the fullest extent permitted by law the right to assert any statute of limitations as a defense to any obligation(s)secured by this Deed of Trust or outlined in the Related Documents. WAIVER OF RIGHT OF OFFSET No portion of the indebtedness secured by this Deed of Trust shall be or be deemed to be offset or compensated by all or any part of any claim cause of action counterclaim or cross-claim whether liquidated or unliquidated, that Trustor may have or claim to have against Lender Trustor hereby waives, to the fullest extent permitted by law the benefits of California Code of Civil Procedure Section 431 70 (as amended or recodified from time to time). COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or electronically shall be equally as effective as delivery of a manually executed counterpart of this Agreement. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust. Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Trustor's residence, Trustor shall furnish to Lender upon request, a certified statement of net operating income received from the Property during Trustor's previous fiscal year in such form and detail as Lender shall require. 'Net operating income' shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity without the written consent of Lender Governing Law This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by federal law the laws of the State of California without regard to its conflicts of law provisions. This Deed of Trust has been accepted by Lender in the State of California. Choice of Venue If there is a lawsuit, Trustor agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County State of California. No Waiver by Lender Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in writing and signed by Lender No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. No prior waiver by Lender nor any course of dealing between Lender and Trustor shall constitute a waiver of any of Lender's rights or of any of Trustor's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender Severability If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or unenforceable as to any circumstance,that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If DOC #2020-0334952 Page 11 of 14 *233* DEED OF TRUST Loan No 5670348412 (Continued) Page 10 feasible the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required by law the illegality invalidity or unenforceability of any provision of this Deed of Trust shall not affect the legality validity or enforceability of any other provision of this Deed of Trust. Non-Liability of Lender The relationship between Trustor and Lender created by this Deed of Trust is strictly a debtor and creditor relationship and not fiduciary in nature nor is the relationship to be construed as creating any partnership or joint venture between Lender and Trustor Trustor is exercising Trustor's own judgment with respect to Trustor's business. All information supplied to Lender is for Lender's protection only and no other party is entitled to rely on such information There is no duty for Lender to review inspect, supervise or inform Trustor of any matter with respect to Trustor's business. Lender and Trustor intend that Lender may reasonably rely on all information supplied by Trustor to Lender together with all representations and warranties given by Trustor to Lender without investigation or confirmation by Lender and that any investigation or failure to investigate will not diminish Lender's right to so rely Sole Discretion of Lender Whenever Lender's consent or approval is required under this Deed of Trust, the decision as to whether or not to consent or approve shall be in the sole and exclusive discretion of Lender and Lender's decision shall be final and conclusive. Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Trustor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Trustor Lender without notice to Trustor may deal with Trustor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Trustor from the obligations of this Deed of Trust or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Deed of Trust. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Deed of Trust. Unless specifically stated to the contrary all references to dollar amounts shall mean amounts in lawful money of the United States of America Words and terms used in the singular shall include the plural, and the plural shall include the singular as the context may require Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: Beneficiary The word 'Beneficiary' means Pacific Premier Bank, and its successors and assigns. Borrower The word 'Borrower' means Redlands Armory LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Deed of Trust. The words 'Deed of Trust' mean this Deed of Trust among Trustor Lender and Trustee and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Environmental Laws. The words 'Environmental Laws mean any and all state federal and local statutes regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended, 42 U S C Section 9601 et seq ("CERCLA'), the Superfund Amendments and Reauthorization Act of 1986 Pub. L. No 99-499 ("SARA') the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq. the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. Chapters 6.5 through 7 7 of Division 20 of the California Health and Safety Code, Section 25100 et seq. or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words 'Event of Default' mean individually collectively and interchangeably any of the events of default set forth in this Deed of Trust in the events of default section of this Deed of Trust. Existing Indebtedness. The words 'Existing Indebtedness' mean the indebtedness described in the Existing Liens provision of this Deed of Trust. Guarantor The word 'Guarantor' means any guarantor surety or accommodation party of any or all of the Indebtedness, and, in each case, the successors assigns, heirs, personal representatives, executors and administrators of any guarantor surety or accommodation party Guaranty The word 'Guaranty' means the guaranty from Guarantor or any other guarantor endorser surety or accommodation party to Lender including without limitation a guaranty of all or part of the Note Hazardous Substances. The words 'Hazardous Substances' mean materials that, because of their quantity concentration or physical chemical or infectious characteristics may cause or pose a present or potential hazard to human health or the environment when improperly used treated stored disposed of generated, manufactured transported or otherwise handled The words 'Hazardous Substances' are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws The term 'Hazardous Substances' also includes,without limitation petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word 'Improvements' means all existing and future improvements buildings, structures mobile homes affixed on the Real Property facilities additions, replacements and other construction on the Real Property Indebtedness. The word 'Indebtedness' means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of extensions of modifications of consolidations of and substitutions for the Note DOC #2020-0334952 Page 12 of 14 *233* DEED OF TRUST Loan No 5670348412 (Continued) Page 11 or Related Documents and any amounts expended or advanced by Lender to discharge Trustor's obligations or expenses incurred by Trustee or Lender to enforce Trustor's obligations under this Deed of Trust,together with interest on such amounts as provided in this Deed of Trust. Lender The word"Lender" means Pacific Premier Bank,its successors and assigns. Note. The word "Note means the promissory note dated August 27 2020 in the original principal amount of $1,002,823.00 from Trustor to Lender together with all renewals of extensions of modifications of refinancings of consolidations of and substitutions for the promissory note or agreement. Personal Property The words "Personal Property mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Trustor and now or hereafter attached or affixed to the Real Property. together with all accessions, parts, and additions to all replacements of, and all substitutions for any of such property' and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums)from any sale or other disposition of the Property Property The word 'Property' means collectively the Real Property and the Personal Property Real Property The words°Real Property"mean the real property interests and rights, as further described in this Deed of Trust. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing executed in connection with the Indebtedness;except that the words do not mean any guaranty or environmental agreement,whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future leases, rents, revenues, income, issues, royalties, profits and other benefits derived from the Property.together with the cash proceeds of the Rents. Trustee. The word "Trustee means Commonwealth Land Title Company whose address is 4100 Newport Place, Suite 120 Newport Beach,CA 92660 and any substitute or successor trustees. Trustor The word "Trustor' means Redlands Armory LLC. TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST,AND TRUSTOR AGREES TO ITS TERMS. TRUSTOR: REDLAND ORY LLC )XjBy: D n .Grenda, anager of Redlands Armory,LLC DOC #2020-0334952 Page 13 of 14 tLI DEED OF TRUST Loan No 5670348412 (Continued) Page 12 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF /•/A"- NQ )SS COUNTY OF �C�� ) On 8 - 3 ` ,20 20 before me 'rerN06 'S• (here insert name and title of theofficer) personally appeared Donn R. Grenda, who proved to me on the basis of satisfactory evidence to be the person(s)whose name(salare subscribed to a within instrument and acknowledged to me that he/they executed the same i er/their authorized capacity(ies), and that by Wier/their signature(s)on the instrument the person(s,or the entity upon behalf of wh the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the P foregoing paragraph is true and correct. WITNESS my hand and official seal. ;` cic- HOWq/PO% • • ��l�O NOTARY PUBLIC ' Signature - ID No.116979 _ (Seal) Commission Expo • Jul 10.2024 i T9T 5\' .OF Mi55 S .� SOTO C� (DO NOT RECORD) REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) To: Trustee The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust have been fully paid and satisfied. You are hereby directed, upon payment to you of any sums owing to you under the terms of this Deed of Trust or pursuant to any applicable statute, to cancel the Note secured by this Deed of Trust(which is delivered to you together with this Deed of Trust), and to reconvey without warranty to the parties designated by the terms of this Deed of Trust, the estate now held by you under this Deed of Trust. Please mail the reconveyance and Related Documents to. Date: Beneficiary. By: Its: LaserPro, Ver 20 1.40 065 Copr Finastra USA Corporation 1997 2020 All Rights Reserved. CA C:ILENDINGICFIILPL\G01.FC TR 12915 PR 163 DOC #2020-0334952 Page 14 of 14 Exhibit "A" Legal Description Real property in the City of Redlands, County of San Bernardino, State of California, described as follows THAT PORTION OF BLOCK 28, OF BARON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFONIA, AS PER PLAT RECORDEDIN BOOK 6 OF MAPS, PAGE 19 THEREOF, RECORDS OF SAID COUNTY, PARTICULARY DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE WEST LINE OF TEXAS STREET, 80 FEET WIDE, DISTANCE THEREON SOUTH 1 DEG 00'07" EAST 460 FEET FROM THE SOUTH LINE OF COLTON AVENUE, 80 FEET WIDE, AS SAID TEXAS STREET AND COLTON AVENUE ARE SHOWN ON SAID MAP, THENCE SOUTH 88 DEG 59' 51" WEST 303 95 FEET TO A NON-TANGENT CURVE HAVING A RADIUS OF 3,500 FEET AND BEING CONCAVE NORTHERLY,THENCE WESTERLY ALONG SAID CURVE FROM A TANGENT BEARING NORTH 70 DEG. 59'54"WEST, THROUGH AN ANGLE OF 5 DEG 17'28", AN ARC DISTANCE OF 323.22 FEET TO THE WEST LINE OF THE NORTHEAST 1/4 OF SAID LOT OR BLOCK 28, THENCE ALONG SAID WEST LINE , SOUTH 0 DEG 01 45 EAST 220.27 FEET TO THE SOUTHWEST CORNER OF SAID NORTHEAST 1/4 , THENCE NORTH 89 DEG 38'25"EAST 619.85 FEET TO SAID WEST LINE OF TEXAS STREET, THENCE ALONG SAID WEST LINE, NORTH 1 DEG. 00'07"WEST 159 66 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA AS DESCRIBED IN A GRANT DEED RECORDED JULY 07, 1988 AS INSTRUMENT NO 88-213391 OF OFFICIAL RECORDS. (. 1 APN 0169-121-06 and 0169-121-10 Recording Requested By First American Title Insurance Company Electronically National Commercial Services,Ontario,CA Recorded in Official Records County of San Bernardino RECORDING REQUESTED BY Bob Dutton Assessor-Recorder-County Clerk AND WHEN RECORDED MAIL DOCUMENT TO: DOC# 2020-0334953 NAME Pacific Premier Bank 09/09/2020 Titles. 1 Pages:9 STREET 17901 Von Karman Avenue ADDRESS 08:37 AM Suite, 1200 SAN Fees $38.00 CITY STATE& Irvine, CA 92614 Taxes $0.00 ZIP CODE C9229 CA SB2 Fee 0.00 Total $38.00 .GCS —(o0:3-1-71 -0WVj SPACE ABOVE FOR RECORDER'S USE ONLY Assignment of Rents Title of Document 17.."1"r.""..***. p R I Pursuant to Senate Bill 2-Building Homes and Jobs Act(GC Code Section 27388.1),effective January 1,2018,a fee of seventy- five dollars($75.00)shall be paid at the time of recording of every real estate instrument,paper,or notice required or permitted by law to be recorded,except those expressly exempted from payment oftrecording fees, per each single transaction per parcel of real property The fee imposed by this section shall not exceed two hundred twryyenty-five dollars($225.00). Reason for Exemption �T- �.:y".ti"„ ,�,• •4w,+ " i► T5h1 Exempt from fee per GC 27388.1 recorded,in co±tsnnection with a transfer subject to the imposition of documentary transfer tax t. (OTT) or g''''"'--.....--L;# — U � 14 . 11 Exempt from fee per GC 27388.1 ``reco ded n connectionJ wi h a transfer of•real property that is a residential dwelling to an i C. i4i Y s\.6. 7 A M� �.�..a iN.l. rrA owner-occupier or � Exempt from fee per GC 27388 1�recorded in connection with a transfer that was subjectito documentary transfer tax which was paid on document recorded previously on (date) as document number 1 of Official Records. (Cap. $225.00) -+F__". ,,,...1-, . E] Exempt from fee per GC 27388.1 fee cap of$225.00 reached, and/or - --- n Exempt from fee per GC 27388 1 not related to real p o erty f f i \ , ) N e-7c.e2e2r7 `," .4* ,.0..% il ..-.-c-<*c, Jr' Failure to include an exemption reason will result in the imposition of the$75.00 Building Homes and Jobs Act fee.Fees collected are deposited to the State and may not be available for refund. ;f , i t" 40''i '''.**4* -4.S.'; ',.k).44'::' . re-CCti- P-4 ; "--`,-- \\,,,, X--- .44 1853 ? ��‘,wa4� THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) DOC #2020-0334953 Page 2 of 9 RECORDATION REQUESTED BY Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine, CA 92614 WHEN RECORDED MAIL TO Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine, CA 92614 SEND TAX NOTICES TO Redlands Armory LLC 1621 Garden Street Redlands, CA 92373 FOR RECORDER'S USE ONLY *220* ASSIGNMENT OF RENTS*-Q00a J THIS ASSIGNMENT OF RENTS dated August 27, 2020, is made and executed between Redlands Armory, LLC, a California limited liability company, whose address is 1621 Garden Street, Redlands, CA 92373 (referred to below as "Grantor") and Pacific Premier Bank, whose address is 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614 (referred to below as 'Lender") ASSIGNMENT For valuable consideration, Grantor hereby assigns, grants a continuing security interest in, and conveys to Lender all of Grantor's right, title, and interest in and to the Rents from the following described Property located in San Bernardino County, State of California See Exhibit "A", which is attached to this Assignment and made a part of this Assignment as if fully set forth herein The Property or its address is commonly known as 617 Texas Street, Redlands, CA 92374 The Assessor's Parcel Number for the Property is 0169-121-06 and 0169-121-10 This is an absolute assignment of Rents made in connection with an obligation secured by property pursuant to California Civil Code section 2938 THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Documents, Grantor shall pay to Lender all amounts secured by this Assignment as they become due, and shall strictly perform all of Grantor's obligations under this Assignment. Unless and until Lender exercises its right to collect the Rents as provided below and so long as there is no default under this Assignment, Grantor may remain in possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: Ownership. Grantor is entitled to receive the Rents free and clear of all rights, loans, liens, encumbrances, and claims except as disclosed to and accepted by Lender in writing Right to Assign. Grantor has the full right, power and authority to enter into this Assignment and to assign and convey the Rents to Lender No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force No Further Transfer Grantor will not sell, assign, encumber or otherwise dispose of any of Grantor's rights in the Rents except as provided in this Assignment. LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time and even though no default shall have occurred under this Assignment, to collect and receive the Rents. For this purpose Lender is hereby given and granted the following rights powers and authority. Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing all Rents to be paid directly to Lender or Lender's agent. DOC #2020-0334953 Page 3 of 9 11 *220* ASSIGNMENT OF RENTS Loan No 5670348412 (Continued) Page 2 Enter the Property Lender may enter upon and take possession of the Property•demand collect and receive from the tenants or from any other persons liable therefor all of the Rents; institute and carry on all legal proceedings necessary for the protection of the Property including such proceedings as may be necessary to recover possession of the Property. collect the Rents and remove any tenant or tenants or other persons from the Property Maintain the Property Lender may enter upon the Property to maintain the Property and keep the same in repair to pay the costs thereof and of all services of all employees, including their equipment, and of all continuing costs and expenses of maintaining the Property in proper repair and condition and also to pay all taxes assessments and water utilities and the premiums on fire and other insurance effected by Lender on the Property Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of California and also all other laws, rules,orders,ordinances and requirements of all other governmental agencies affecting the Property Lease the Property Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem appropriate Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate either in Lender's name or in Grantor's name, to rent and manage the Property including the collection and application of Rents. Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act exclusively and solely in the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things and the fact that Lender shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account and Lender may pay such costs and expenses from the Rents. Lender in its sole discretion, shall determine the application of any and all Rents received by it; however any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become a part of the Indebtedness secured by this Assignment, and shall be payable on demand, with interest at the Note rate from date of expenditure until paid. FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Grantor under this Assignment, the Note, and the Related Documents, Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Property Any termination fee required by law shall be paid by Grantor if permitted by applicable law LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Assignment or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Assignment or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Rents or the Property and paying all costs for insuring, maintaining and preserving the Property All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy. or (2) the remaining term of the Note or (C) be treated as a balloon payment which will be due and payable at the Note's maturity The Assignment also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default. DEFAULT Each of the following at Lender's option shall constitute an Event of Default under this Assignment: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Assignment or in any of the Related Documents or to comply with or to perform any term, obligation,covenant or condition contained in any other agreement between Lender and Grantor Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or insurance or any other payment necessary to prevent filing of or to effect discharge of any lien Default in Favor of Third Parties. Any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement,or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor's or Grantor's property or ability to perform their respective obligations under this Assignment or any of the Related Documents. Environmental Default. Failure of any party to comply with or perform when due any term,obligation, covenant or condition contained in any environmental agreement executed in connection with the Property False Statements. Any warranty representation or statement made or furnished to Lender by Grantor or on Grantor's behalf or made by Guarantor or any other guarantor endorser surety or accommodation party under this Assignment or the Related Documents in connection with the obtaining of the Indebtedness evidenced by the Note or any security document directly or indirectly securing DOC #2020-0334953 Page 4 of 9 DH *220* ASSIGNMENT OF RENTS Loan No 5670348412 (Continued) Page 3 repayment of the Note is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter Defective Collateralization. This Assignment or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Death or insolvency The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company or any other termination of Grantor's existence as a going business or the death of any member the insolvency of Grantor the appointment of a receiver for any part of Grantor's property any assignment for the benefit of creditors any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender However this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding in an amount determined by Lender in its sole discretion as being an adequate reserve or bond for the dispute Execution; Attachment. Any execution or attachment is levied against the Property and such execution or attachment is not set aside,discharged or stayed within thirty(30)days after the same is levied. Change in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted or implemented, that limits or defines the uses which may be made of the Property such that the present or intended use of the Property as specified in the Related Documents,would be in violation of such zoning ordinance or regulation or public restriction, as changed. Default Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion of the Property Judgment. Unless adequately covered by insurance in the opinion of Lender the entry of a final judgment for the payment of money involving more than ten thousand dollars($10 000 00)against Grantor and the failure by Grantor to discharge the same, or cause it to be discharged, or bonded off to Lender's satisfaction, within thirty (30) days from the date of the order decree or process under which or pursuant to which such judgment was entered. Property Damage or Loss. The Property is lost, stolen substantially damaged sold or borrowed against. Events Affecting Guarantor Any of the preceding events occurs with respect to any Guarantor or any other guarantor endorser surety or accommodation party of any of the Indebtedness or any Guarantor or any other guarantor endorser surety or accommodation party dies or becomes incompetent, or revokes or disputes the validity of or liability under any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity Lender in good faith believes itself insecure Cure Provisions. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of the same provision of this Assignment within the preceding twelve (12)months, it may be cured if Grantor after Lender sends written notice to Grantor demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT Upon the occurrence of any Event of Default and at any time thereafter Lender may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable including any prepayment fee that Grantor would be required to pay Collect Rents. Lender shall have the right, without notice to Grantor to take possession of the Property and collect the Rents, including amounts past due and unpaid and apply the net proceeds, over and above Lender's costs against the Indebtedness. In furtherance of this right, Lender shall have all the rights provided for in the Lender's Right to Receive and Collect Rents Section above If the Rents are collected by Lender then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed Lender may exercise its rights under this subparagraph either in person by agent,or through a receiver Appoint Receiver Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property with DOC #2020-0334953 Page 5 of 9 *220* ASSIGNMENT OF RENTS Loan No 5670348412 (Continued) Page 4 the power to protect and preserve the Property to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy and an election to make expenditures or to take action to perform an obligation of Grantor under this Assignment, after Grantor's failure to perform shall not affect Lender's right to declare a default and exercise its remedies. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and upon any appeal Whether or not any court action is involved, and to the extent not prohibited by law all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law Lender's attorneys'fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law Grantor also will pay any court costs, in addition to all other sums provided by law LEASE COVENANTS.Grantor hereby covenants and agrees with Lender that, so long as this Agreement remains in effect, Grantor (i)shall observe and perform all terms, covenants, conditions and obligations imposed upon Grantor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Indebtedness;(ii)shall promptly send copies to Lender of all notices of default that Grantor sends or receives under the Leases, (iii)shall enforce all terms covenants, conditions and obligations of any lessees under the Leases; (iv)shall not collect any of the Leases and Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of Grantor's right, title and interest in the Leases or the Leases and Rents (except as may be contemplated by the Related Documents) (vi) shall not modify the Leases without Lender's prior written consent; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of or a termination or diminution of the obligations of lessees under the Leases; (viii) shall not consent to any assignment of or subletting under the Leases unless required in accordance with its terms without the prior written consent of Lender which, with respect to a subletting may not, so long as no Event of Default is continuing, be unreasonably withheld or delayed; and (ix) shall not cancel or terminate any of the Leases without the prior written consent of Lender which consent shall not, so long as no Event of Default is continuing be unreasonably withheld or delayed The word 'Leases as used herein means any and all present and future leases of the Property COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or electronically shall be equally as effective as delivery of a manually executed counterpart of this Agreement. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: Amendments. This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Caption Headings. Caption headings in this Assignment are for convenience purposes only and are not to be used to interpret or define the provisions of this Assignment. Governing Law This Assignment will be governed by federal law applicable to Lender and, to the extent not preempted by federal law the laws of the State of California without regard to Its conflicts of law provisions. This Assignment has been accepted by Lender in the State of California. Choice of Venue If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County State of California. Merger There shall be no merger of the interest or estate created by this Assignment with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity without the written consent of Lender Interpretation. (1) In all cases where there is more than one Borrower or Grantor then all words used in this Assignment in the singular shall be deemed to have been used in the plural where the context and construction so require. (2) If more than one person signs this Assignment as 'Grantor the obligations of each Grantor are joint and several. This means that if Lender brings a lawsuit, Lender may sue any one or more of the Grantors. If Borrower and Grantor are not the same person Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Assignment are for convenience purposes only They are not to be used to interpret or define the provisions of this Assignment. DOC #2020-0334953 Page 6 of 9 1M *220* ASSIGNMENT OF RENTS Loan No 5670348412 (Continued) Page 5 No Waiver by Lender Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given in writing and signed by Lender No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender nor any course of dealing between Lender and Grantor shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Assignment, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender Non-Liability of Lender The relationship between Grantor and Lender created by this Assignment is strictly a debtor and creditor relationship and not fiduciary in nature nor is the relationship to be construed as creating any partnership or joint venture between Lender and Grantor Grantor is exercising Grantor's own judgment with respect to Grantor's business. All information supplied to Lender is for Lender's protection only and no other party is entitled to rely on such information There is no duty for Lender to review inspect, supervise or inform Grantor of any matter with respect to Grantor's business. Lender and Grantor intend that Lender may reasonably rely on all information supplied by Grantor to Lender together with all representations and warranties given by Grantor to Lender without investigation or confirmation by Lender and that any investigation or failure to investigate will not diminish Lender's right to so rely Notices. Any notice required to be given under this Assignment shall be given in writing and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier or if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Assignment. Any party may change its address for notices under this Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law if there is more than one Grantor any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Powers of Attorney The various agencies and powers of attorney conveyed on Lender under this Assignment are granted for purposes of security and may not be revoked by Grantor until such time as the same are renounced by Lender Severability If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal,invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified it shall be considered deleted from this Assignment. Unless otherwise required by law the illegality invalidity or unenforceability of any provision of this Assignment shall not affect the legality validity or enforceability of any other provision of this Assignment. Sole Discretion of Lender Whenever Lender's consent or approval is required under this Assignment, the decision as to whether or not to consent or approve shall be in the sole and exclusive discretion of Lender and Lender's decision shall be final and conclusive. Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of Grantor's interest, this Assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor Lender without notice to Grantor may deal with Grantor's successors with reference to this Assignment and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Assignment or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Assignment. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Assignment. Unless specifically stated to the contrary all references to dollar amounts shall mean amounts in lawful money of the United States of America Words and terms used in the singular shall include the plural and the plural shall include the singular as the context may require. Words and terms not otherwise defined in this Assignment shall have the meanings attributed to such terms in the Uniform Commercial Code Assignment. The word Assignment' means this ASSIGNMENT OF RENTS, as this ASSIGNMENT OF RENTS may be amended or modified from time to time together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time Borrower The word 'Borrower' means Redlands Armory LLC Event of Default. The words 'Event of Default' mean individually collectively and interchangeably any of the events of default set forth in this Assignment in the default section of this Assignment. Grantor The word 'Grantor' means Redlands Armory LLC Guarantor The word 'Guarantor' means any guarantor surety or accommodation party of any or all of the Indebtedness, and in DOC #2020-0334953 Page 7 of 9 *220* ASSIGNMENT OF RENTS Loan No: 5670348412 (Continued) Page 6 each case, Grantor's successors, assigns, heirs, personal representatives, executors and administrators of any guarantor surety or accommodation party Guaranty The word "Guaranty" means the guaranty from Guarantor or any other guarantor endorser surety or accommodation party to Lender including without limitation a guaranty of all or part of the Note Indebtedness. The word °Indebtedness' means all principal, interest, and other amounts costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of modifications of consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. Lender The word"Lender"means Pacific Premier Bank•its successors and assigns. Note. The word "Note" means the promissory note dated August 27 2020 in the original principal amount of $1,002,823.00 from Grantor to Lender together with all renewals of extensions of modifications of refinancings of consolidations of and substitutions for the promissory note or agreement. Property. The word 'Property' means all of Grantor's right, title and interest in and to all the Property as described in the Assignment"section of this Assignment. Related Documents. The words 'Related Documents' mean all promissory notes, credit agreements loan agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness;except that the words do not mean any guaranty or environmental agreement,whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word °Rents means all of Grantor's present and future rights title and interest in, to and under any and all present and future leases, including,without limitation all rents revenue,income,Issues, royalties, bonuses,accounts receivable, cash or security deposits, advance rentals, profits and proceeds from the Property and other payments and benefits derived or to be derived from such leases of every kind and nature,whether due now or later Including without limitation Grantor's right to enforce such leases and to receive and collect payment and proceeds thereunder THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER, HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON AUGUST 27 2020 GRANTOR: REDLAN ORY L By Donn .Grenda, anager of Redlands Armory LLC DOC #2020-0334953 Page 8 of 9 `220" ASSIGNMENT OF RENTS Loan No' 5670348412 (Continued) Page 7 CERTIFICATE OF ACKNOWLEDGMENT i A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate isattached,and not the truthfulness,accuracy or validity of that document. N STATE OF • '5 ) )SS COUNTY OF S SO fi) ) On 31 ,20 a0 before me, ISOrr'iv— 1► -RoZa.rik Ay warm' (here insert name and title of the officer) personally appeared Donn R. Grenda, who proved to me on the of satisfactory evidence to be •- person(s)whose name( i are subscribed tp-ttie within instrument and acknowledged to me tha• he/they executed the same ikair er/their authorized capac' (ies), and that by i�i§/her/their signature(s)on the instrument the persons,or the entity upon behalf of whic the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ````o� A JIH� q��'' O , WITNESS my hand and official seal. NOTARY PUBLIC ID Ne.116979 ` (//7lVq ,��I Commission Enires kk1C2A16 • Ju1.10.2024 (Seal) Signature\JUNNOLC?5 -j. Qa' ; �TFOF M155\.... . ' ati ',,S �OTO COO `' LaserPro, Ver 20 1 40.065 Copr Finastra USA Corporation 1997 2020 All Rights Reserved. CA C:ILENDINGICFIILPL\G14.FC TR 12915 PR 163 DOC #2020-0334953 Page 9 of 9 Exhibit"A" Legal Description Real property in the City of Redlands, County of San Bernardino, State of California, described as follows THAT PORTION OF BLOCK 28, OF BARON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFONIA, AS PER PLAT RECORDEDIN BOOK 6 OF MAPS, PAGE 19 THEREOF, RECORDS OF SAID COUNTY, PARTICULARY DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE WEST LINE OF TEXAS STREET, 80 FEET WIDE, DISTANCE THEREON • SOUTH 1 DEG 00'07" EAST 460 FEET FROM THE SOUTH LINE OF COLTON AVENUE, 80 FEET WIDE, AS SAID TEXAS STREET AND COLTON AVENUE ARE SHOWN ON SAID MAP, THENCE SOUTH 88 DEG 59' 51" WEST 303 95 FEET TO A NON-TANGENT CURVE HAVING A RADIUS OF 3,500 FEET AND BEING CONCAVE NORTHERLY, THENCE WESTERLY ALONG SAID CURVE FROM A TANGENT BEARING NORTH 70 DEG. 59'54"WEST, THROUGH AN ANGLE OF 5 DEG 17'28", AN ARC DISTANCE OF 323.22 FEET TO THE WEST LINE OF THE NORTHEAST 1/4 OF SAID LOT OR BLOCK 28, THENCE ALONG SAID WEST LINE , SOUTH 0 DEG 01 45 EAST 220.27 FEET TO THE SOUTHWEST CORNER OF SAID NORTHEAST 1/4 , „ THENCE NORTH 89 DEG 38'25"EAST 619.85 FEET TO SAID WEST LINE OF TEXAS STREET,THENCE ALONG SAID WEST LINE, NORTH 1 DEG. 00'07"WEST 159 66 FEET TO THE POINT OF BEGINNING EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA AS DESCRIBED IN A GRANT DEED RECORDED JULY 07, 1988 AS INSTRUMENT NO 88-213391 OF OFFICIAL RECORDS APN 0169-121-06 and 0169-121-10 Recording Requested Sy First American Title Insurance Company Electronically National Commercial Services,Ontario,CA Recorded in Official Records County of San Bernardino RECORDING REQUESTED BY Bob Dutton Assessor-Recorder-County Clerk AND WHEN RECORDED MAIL DOCUMENT TO: DOC# 2020-0334954 NAME Pacific Premier Bank 09/09/2020 Titles. 1 Pages: 17 STREET 17901 Von Karman Avenue 08:37 AM ADDRESS SAN Fees $62.00 Suite, 1200 Taxes $0.00 ZIP ODEfTY TE 6 Irvine, CA 92614 C9229 CA SB2 Fee 0.00 Total $62.00 \CS *i 000 11 1--N-T1 SPACE ABOVE FOR RECORDER'S USE ONLY Hazardous Substances Certificate and Indemnity Agreement Title of Document Pursuant to Senate Bill 2—Building Homes and Jobs Act(GC Code Section�27388.1),effective January 1 2018,a fee of seventy- five dollars($75.00)shall be paid at the time of recording of every real estate instrument,paper or notice required or permitted by law to be recorded,except those expressly exempted from payment of recording fees, per each single transaction per parcel of real property The fee imposed by this section shall not exceed two hundred twenty-five dollars($225.00). di WI" u..t:+i+ RI, •, 4 ,✓- Reason for Exemption: I, tY"T`_-vaa'-.04 � �1 ` ' o-t< I Exempt from fee per GC 27388.1 recorded in_connection with a transfer subject to the imposition of documentary transfer tax (DTT), or t l Exempt from fee per GC 27388 1 Deco ded n�con�nect connection a transfer of real pro is a residential dwelling to an L.I 4}..tiw ,�a v �.�. v e ,nk o.sue as.a q owner-occupier or / � UExempt from fee per GC 27388.1 recorded in connection withva transfer that was subjectit`documentary transfer tax which jb of Official Records. r was paid on document recorded previously on (date) as document numberJ (Cap $225 00) 4..--,,':-.Q (Iiiii n Exempt from fee per GC 27388.1-fee cap of$225.00 reached,and/or ` --- -=' Exempt from fee per GC 27388.1 not related to real property q 1 ,tt. .y ft - '% r i / ,y Failure to include an exemption reason will result in the imposition of the$75.00 Building Homes and Jobs Act fee.Fees collected are deposited to the State and may not be available for refund. `,cn` ';_",,,:fs i ''r R .004 u rI ywii 4,7r rarer" ` .—..?"�,+ 4\ a ` . 1853 ' 4. THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) DOC #2020-0334954 Page 2 of 17 RECORDATION REQUESTED BY Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine,CA 92614 WHEN RECORDED MAIL TO' Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine,CA 92614 SEND TAX NOTICES TO. Redlands Armory LLC 1621 Garden Street Redlands.CA 92373 FOR RECORDER'S USE ONLY 11 *241* HAZARDOUS SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT THIS HAZARDOUS SUBSTANCES AGREEMENT dated August 27, 2020, is made and executed among Redlands Armory, LLC, 1621 Garden Street; Redlands, CA 92373 (sometimes referred to below as "Borrower" and sometimes as "Indemnitor"); Donn R. Grenda; Janet C Grenda, Donn and Janet Grenda 2018 Trust dated January 9, 2018, Janet C. Grenda 2018 Separate Property Trust dated January 2, 2018, and Statistical Research, Inc., 1621 Garden Street; Redlands, CA 92373 (sometimes referred to below as "Guarantor" and sometimes as "Indemnitor"); and Pacific Premier Bank, 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614 (referred to below as "Lender"). For good and valuable consideration and to induce Lender to make a loan to Borrower, each party executing this Agreement hereby represents and agrees with Lender as follows PROPERTY DESCRIPTION. The word "Property' as used in this Agreement means the following Real Property located in San Bernardino County State of California. See Exhibit A which is attached to this Agreement and made a part of this Agreement as if fully set forth herein. The Real Property or its address is commonly known as 617 Texas Street, Redlands, CA 92374 The Assessor's Parcel Number for the Real Property is 0169-121-06 and 0169-121 10 REPRESENTATIONS. The following representations are made to Lender subject to disclosures made and accepted by Lender in writing Use of Property After due inquiry and Investigation, Indemnitor has no knowledge,or reason to believe,that there has been any use, generation, manufacture, storage, treatment, refinement, transportation, disposal, release, or threatened release of any Hazardous Substances by any person on,under or about the Property Hazardous Substances. After due inquiry and investigation, Indemnitor has no knowledge, or reason to believe, that the Property whenever and whether owned by previous Occupants, has ever contained asbestos, PCBs, lead paints or other Hazardous Substances,whether used in construction or stored on the Property No Notices. Indemnitor has received no summons, citation, directive, letter or other communication,written or oral, from any agency or department of any county or state or the U.S. Govemment concerning any intentional or unintentional action or omission on, under or about the Property which has resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances into any waters,ambient air or onto any lands or where damage may have resulted to the lands, waters, fish, shellfish,wildlife biota air or other natural resources. AFFIRMATIVE COVENANTS. Indemnitor covenants with Lender as follows Use of Property. Indemnitor will not use and does not intend to use the Property to generate, manufacture, refine, transport, treat, store, handle or dispose of any Hazardous Substances, PCBs,lead paint or asbestos. Compliance with Environmental Laws. Indemnitor shall cause the Property and the operations conducted on it to comply with any and all Environmental Laws and orders of any governmental authorities having jurisdiction under any Environmental Laws and shall obtain, keep in effect and comply with all governmental permits and authorizations required by Environmental Laws with respect to such Property or operations. Indemnitor shall furnish Lender with copies of all such permits and authorizations and any amendments or renewals of them and shall notify Lender of any expiration or revocation of such permits or authorizations. Without otherwise limiting other covenants provided herein, Occupant shall not without Lender's prior written consent, remove or permit the removal of sand gravel,or topsoil,or engage in borrow pit operations,or use or permit the use of the Property as a land fill or dump,or store, bum or bury or permit the storage burning or burying of any material or product which may result in contamination of the Property or the groundwater or which may require the issuance of a permit by the Environmental Protection Agency or any DOC #2020-0334954 Page 3 of 17 1i1 `241 HAZARDOUS SUBSTANCES AGREEMENT Loan No: 5670348412 (Continued) Page 2 state or local government agency governing the issuance of hazardous or toxic waste permits,or request or permit a change in zoning or land use disposal of Industrial refuse or waste, or the discharge, processing, manufacture generation, treatment, removal, transportation, storage and handling of hazardous or toxic wastes or substances, and pay immediately when due the cost of removal of any such wastes or substances from, and keep the Property free of any lien imposed pursuant to such laws, rules, regulations and orders. Occupant shall not install or permit to be installed in the Property friable asbestos or any substance containing asbestos and deemed hazardous by federal, state or local laws, rules, regulations or orders respecting such material. Occupant shall further not install or permit the installation of any machinery equipment or fixtures containing polychlorinated biphenyls(PCBs)on or in the Property Should any of these events occur Lender may declare the Indebtedness to be in default. Preventive,Investigatory and Remedial Action. Indemnitor shall exercise extreme care in handling Hazardous Substances if Indemnitor uses or encounters any Indemnitor at Indemnitor's expense, shall undertake any and all preventive,investigatory or remedial action (including emergency response, removal,containment and other remedial action) (a)required by any applicable Environmental Laws or orders by any governmental authority having jurisdiction under Environmental Laws, or (b)necessary to prevent or minimize property damage (including damage to Occupant's own property), personal injury or damage to the environment, or the threat of any such damage or injury by releases of or exposure to Hazardous Substances in connection with the Property or operations of any Occupant on the Property In the event Indemnitor fails to perform any of lndemnitor's obligations under this section of the Agreement, Lender may(but shall not be required to)perform such obligations at Indemnitor's expense. All such costs and expenses incurred by Lender under this section and otherwise under this Agreement shall be reimbursed by Indemnitor to Lender upon demand with interest at the Note default rate, or in the absence of a default rate, at the Note interest rate. Lender and Indemnitor intend that Lender shall have full recourse to Indemnitor for any sum at any time due to Lender under this Agreement. In performing any such obligations of Indemnitor Lender shall at all times be deemed to be the agent of Indemnitor and shall not by reason of such performance be deemed to be assuming any responsibility of Indemnitor under any Environmental Law or to any third party Indemnitor hereby irrevocably appoints Lender as Indemnitor's attorney-in-fact with full power to perform such of Indemnitor's obligations under this section of the Agreement as Lender deems necessary and appropriate. Notices. Indemnitor shall immediately notify Lender upon becoming aware of any of the following: (1) Any spill,release or disposal of a Hazardous Substance on any of the Property or in connection with any of its operations if such spill,release or disposal must be reported to any governmental authority under applicable Environmental Laws. (2) Any contamination, or imminent threat of contamination, of the Property by Hazardous Substances, or any violation of Environmental Laws in connection with the Property or the operations conducted on the Property (3) Any order notice of violation, fine or penalty or other similar action by any governmental authority relating to Hazardous Substances or Environmental Laws and the Property or the operations conducted on the Property (4) Any judicial or administrative investigation or proceeding relating to Hazardous Substances or Environmental Laws and to the Property or the operations conducted on the Property (5) Any matters relating to Hazardous Substances or Environmental Laws that would give a reasonably prudent Lender cause to be concerned that the value of Lender's security interest in the Property may be reduced or threatened or that may impair or threaten to impair Indemnitor's ability to perform any of its obligations under this Agreement when such performance is due. Access to Records. Indemnitor shall deliver to Lender at Lender's request, copies of any and all documents in Indemnitor's possession or to which it has access relating to Hazardous Substances or Environmental Laws and the Property and the operations conducted on the Property including without limitation results of laboratory analyses,site assessments or studies,environmental audit reports and other consultants'studies and reports Inspections. Lender reserves the right to inspect and investigate the Property and operations on it at any time and from time to time, and Indemnitor shall cooperate fully with Lender in such inspection and investigations. If Lender at any time has reason to believe that Indemnitor or any Occupants of the Property are not complying with all applicable Environmental Laws or with the requirements of this Agreement or that a material spill, release or disposal of Hazardous Substances has occurred on or under the Property Lender may require Indemnitor to furnish Lender at Indemnitor's expense an environmental audit or a site assessment with respect to the matters of concern to Lender Such audit or assessment shall be performed by a qualified consultant approved by Lender Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to any Indemnitor or to any other person. INDEMNITOR'S WAIVER AND INDEMNIFICATION. Indemnitor hereby agrees to and shall indemnify defend,and hold harmless Lender and Lender's officers, directors, employees and agents, and Lender's successors and assigns and their officers, directors, employees and agents from and against any and all claims, demands, losses, liabilities, costs, fines, penalties and expenses (including without limitation attorneys' fees at trial and on any appeal or petition for review consultants'fees, remedial action costs, natural resource damages and diminution in value)incurred by such person (a)arising out of or relating to any investigatory or remedial action involving the Property the operations conducted on the Property or any other operations of Indemnitor or any Occupant and required by Environmental Laws or by orders of any governmental authority having jurisdiction under any Environmental Laws, including without limitation any natural resource damages, or (b) arising out of or related to any noncompliance with or violation of Environmental Laws or any applicable permits or approvals, or(c)on account of injury to Lender or any person whatsoever or damage to any property arising out of, in connection with, or DOC #2020-0334954 Page 4 of 17 241* HAZARDOUS SUBSTANCES AGREEMENT Loan No. 5670348412 (Continued) Page 3 in any way relating to (i) the breach of any covenant, representation or warranty contained in this Agreement, (ii) the violation of any Environmental Laws, permits authorizations or approvals, (Ili) the use, treatment, storage, generation, manufacture transport, release, spill, disposal or other handling of Hazardous Substances on the Property or (iv) the contamination of any of the Property by or the presence, release or threatened release of Hazardous Substances by any means whatsoever(explicitly including without limitation any presently existing contamination of the Property whether or not previously disclosed to Lender), or (d) pursuant to this Agreement. Indemnitor's obligations under this section shall survive the termination of this Agreement and as set forth below in the Survival section. In addition to this indemnity Indemnitor hereby releases and waives all present and future claims against Lender for indemnity or contribution in the event Indemnitor becomes liable for cleanup or other costs under any Environmental Laws. PAYMENT FULL RECOURSE TO INDEMNITOR. Indemnitor intends that Lender shall have full recourse to Indemnitor for Indemnitor's obligations under this Agreement as they become due to Lender Such liabilities, losses, claims, damages and expenses shall be reimbursable to Lender as Lender's obligations to make payments with respect thereto are incurred,without any requirement of waiting for the ultimate outcome of any litigation, claim or other proceeding, and Indemnitor shall pay such liability losses, claims, damages and expenses to Lender as so incurred within thirty (30)days after written notice from Lender Lender's notice shall contain a brief itemization of the amounts incurred to the date of such notice. In addition to any remedy available for failure to pay periodically such amounts, such amounts shall thereafter bear interest at the Note default rate,or in the absence of a default rate at the Note interest rate. SURVIVAL. The covenants contained in this Agreement shall survive (A) the repayment of the Indebtedness, (B) any foreclosure, whether judicial or nonjudicial, of the Property and(C) any delivery of a deed in lieu of foreclosure to Lender or any successor of Lender The covenants contained in this Agreement shall be for the benefit of Lender and any successor to Lender as holder of any security interest In the Property or the Indebtedness secured thereby or as owner of the Property following foreclosure or the delivery of a deed in lieu of foreclosure. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or electronically shall be equally as effective as delivery of a manually executed counterpart of this Agreement. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Agreement, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post Judgment collection services, the cost of searching records,obtaining title reports(including foreclosure reports), surveyors' reports, and appraisal fees and title insurance,to the extent permitted by applicable law Indemnitor also will pay any court costs, in addition to all other sums provided by law Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law This Agreement will be governed by federal law applicable to Lender and,to the extent not preempted by federal law the laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of California. Choice of Venue. If there is a lawsuit, Indemnitor agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County State of California. Joint and Several Liability. All obligations of Indemnitor under this Agreement shall be joint and several, and all references to Indemnitor shall mean each and every Indemnitor This means that each Indemnitor signing below is responsible for all obligations in this Agreement. No Waiver by Lender Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender nor any course of dealing between Lender and Indemnitor shall constitute a waiver of any of Lender's rights or of any of Indemnitor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender Indemnitor hereby waives notice of acceptance of this Agreement by Lender DOC #2020-0334954 Page 5 of 17 i I I I F 241* HAZARDOUS SUBSTANCES AGREEMENT Loan No: 5670348412 (Continued) Page 4 Non-Liability of Lender The relationship between Indemnitor and Lender created by this Agreement is strictly a debtor and creditor relationship and not fiduciary in nature, nor is the relationship to be construed as creating any partnership or joint venture between Lender and Indemnitor Indemnitor is exercising Indemnitor's own judgment with respect to Indemnitor's business. All information supplied to Lender is for Lender's protection only and no other party is entitled to rely on such information. There is no duty for Lender to review inspect, supervise or inform Indemnitor of any matter with respect to Indemnitor's business. Lender and Indemnitor intend that Lender may reasonably rely on all information supplied by Indemnitor to Lender together with all representations and warranties given by Indemnitor to Lender without investigation or confirmation by Lender and that any investigation or failure to investigate will not diminish Lender's right to so rely Notices. Any notice required to be given under this Agreement shall be given In writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier or if mailed,when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Indemnitor agrees to keep Lender informed at all times of Indemnitor's current address. Unless otherwise provided or required by law if there is more than one Indemnitor any notice given by Lender to any Indemnitor is deemed to be notice given to all lndemnitors. Severabllity If a court of competent jurisdiction finds any provision of this Agreement to be illegal.invalid,or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law the illegality invalidity or unenforceability of any provision of this Agreement shall not affect the legality validity or enforceability of any other provision of this Agreement. Sole Discretion of Lender Whenever Lender's consent or approval is required under this Agreement,the decision as to whether or not to consent or approve shall be in the sole and exclusive discretion of Lender and Lender's decision shall be final and conclusive. Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Indemnitor's interest,this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Indemnitor Lender without notice to Indemnitor may deal with Indemnitor's successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Indemnitor from the obligations of this Agreement or liability under the Indebtedness. Time Is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code: Agreement. The word Agreement" means this Hazardous Substances Agreement,as this Hazardous Substances Agreement may be amended or modified from time to time together with all exhibits and schedules attached to this Hazardous Substances Agreement from time to time Environmental Laws. The words 'Environmental Laws" mean any and all state federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as amended, 42 U S.0 Section 9601 et seq. ("CERCLA'), the Superfund Amendments and Reauthorization Act of 1986 Pub. L. No. 99-499 ("SARA'), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq. the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. Chapters 6.5 through 7 7 of Division 20 of the California Health and Safety Code, Section 25100 et seq. or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity concentration or physical, chemical or Infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored disposed of generated, manufactured, transported or otherwise handled. The words 'Hazardous Substances' are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term 'Hazardous Substances" also includes,without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness"means all principal,interest, and other amounts,costs and expenses payable under the Note or Related Documents together with all renewals of extensions of modifications of consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Indemnitor's obligations or expenses incurred by Lender to enforce Indemnitor's obligations under this Agreement, together with interest on such amounts as provided in this Agreement. Lender The word 'Lender' means Pacific Premier Bank,its successors and assigns. Note. The word "Note means the Note dated August 27 2020 and executed by Redlands Armory LLC in the principal amount of DOC #2020-0334954 Page 6 of 17 •241 HAZARDOUS SUBSTANCES AGREEMENT Loan No: 5670348412 (Continued) Page 5 $1 002,823.00, together with all renewals of extensions of modifications of refinancings of consolidations of and substitutions for the note or credit agreement. Occupant. The word 'Occupant" means individually and collectively all persons or entities occupying or utilizing the Property whether as owner tenant,operator or other occupant. Property. The word "Property" means all of Indemnitor's right, title and interest in and to all the Property as described in the "Property Description"section of this Agreement. Real Property. The words"Real Property"mean the real property interests and rights,as further described in this Agreement. Related Documents. The words 'Related Documents"mean all promissory notes, credit agreements, loan agreements, environmental agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT,AND EACH AGREES TO ITS TERMS. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS AGREEMENT EFFECTIVE. THIS AGREEMENT IS DATED AUGUST 27 2020 BORROWER: REDLANDS RY, LLC By. D n .Grenda,Manager of Redlands Armory LLC DOC #2020-0334954 Page 7 of 17 *241' HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348412 (Continued) Page 6 GUARANTO7: x i`/ D.nn r .a,Individually X / 0 � ' .a, ndividually i DON' AN NET GRGR�20 TRU DATED JANUARY 9, 2018 - . •- Trustee of Dann and Janet Glenda 2018 Trust dated January 9, s"8 ., � . Tr��of�ifi a�Janet ru Tst dated January9 �' �8 JANET C 2018 SET'ARA TRUST DATED JANUARY 2,2018 Janet . Glenda, T of Janet C. Glenda 2018 Separate PAY Trust January 2, 2018 t STATIST' :XI Prudent of stical Inc. I Janet . Secretary of Statistical Research,Inc. PACIFIC PRIMER BANK 1 n1 br►oh4- ei-6/ ) I o- VP/sr por+4af io Mtn aGer • DOC #2020-0334954 Page 8 of 17 *241 HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348412 (Continued) Page 13 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF V - `5 SS COUNTY OF ,(2.9Q.1(4 ) On U— 3 \ ,20 before me NarrM K=6.Z/14 MJ n) fVAU (here insert name and title of the officer) personally appeared Donn R. Grenda, who proved to me on the basis of satisfactory evidence to be the person(s)whose name(sare subscribed t the within instrument and acknowledged to me that she/they executed the same irher/their authorized capacity(ies), and that by her/their signature(s)on the Instrument the person(s the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. •`tRMA�HO i, WITNESS my hand and official seal. NOTARY PUBLIC • ID No.116979 - Commission Expires Jul 10.2024 • Signature\j - AITAIO (Seal)• \QQ� • -1I11Ittt DOC #2020-0334954 Page 9 of 17 111011 `241` HAZARDOUS SUBSTANCES AGREEMENT Loan No. 5670348412 (Continued) Page 10 CERTIFICATE OF ACKNOWLEDGMENT i A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF Y.YIg ) )SS COUNTY OF acs4 v ) 1 a S•k\-y,� 0 On J1 ,20aO before me, VIO " fX t1-C/ (here insert name and title of the officer) personally appeared Donn R. Grenda, who proved to me on the basis of satisfactory evidence to be the person(s)whose names i are subscribed to a within instrument and acknowledged to me tha he/they executed the same i (V) er/their authorized capacity ies), and that by er/thelr signature(s)on the instrument the persons,or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. :''`°AMA J1HOwQRO WITNESS my hand and official seal. ▪ NOTARY PUBLIC ID No.116979 1...\-1Q.'‘1061111 Comm csion ExpiresJul 10.2024 • ��9 Q {Seal) Signature ,�,�FOF MISSsi %% I,,SOTOC� ,0 ,, Ilt%t` DOC #2020-0334954 Page 10 of 17 11 241` HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348412 (Continued) Page 7 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF inr\J )SS COUNTY OF IClQ SG } On 3 1 ,20 a-0 before me, IV'ormo--S t\`v` 0.4%C Nt �,`Mp�►v (here insert name and title of the officer) personally appeared Donn R. Grenda, who proved to me on the baSisof satisfactory evidence to be the person(s)whose name(s)S/re subscribed to the within instrument and acknowledged to me that�e/ghe/they executed the same in F Perftheir authorized capacity(ies), and that by i s/1er/their signature(s)on the Instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ``�`C ,A J�Hp���� Wq�o,� WITNESS my hand and official seal. NOTARY PUBLIC • ID No.116979 Commission Expires Jul 10.2024 Signatures ktO ▪ s�qT \QQ` (Seal) �'.*OF Miss\scy 5 �,,SOTO Car 00 DOC #2020-0334954 Page 11 of 17 *241* HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348412 (Continued) Page 8 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificateaccuracy is attached,and not the truthfulness, or validity of that document. at STATE OF Y • 1 S SS COUNTY OF ‘O 'g ) On Ll' t ,20 before me, %.1b{ i►,.z . tea ,v (here inse name and titre of the office personally appeared Donn R. Grenda, who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)a 'e subscribed to the within instrument and acknowledged to me thatalhe/they executed the same in(Fi—s19�er/their authorized capaclty(ies), and that by�her/their signature(s)on the instrument the person(s),or the entity upon behalf of wh`ic-h the person(s)acted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 01110, ‘0,,,,tr�AJ1 HO�ygRo�% a WITNESS my hand and official seal. NOTARY PUBLIC ID No.116979 Commission Expires Jul 10.2024 �D (Seal) Signature AAA `�'�+tk1;14AD • TyT S�QQ\ � OFMts5'`' 7,',�SOTOCt ''`` DOC #2020-0334954 Page 12 of 17 � r *241* HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348412 (Continued) Page 9 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF ��Q )SS COUNTY OF `o'e- ) On ,20 before me, N.0C'1Y0.-1-1 Nyo PLt L` L here insert name and title of Ihe officer) personally appeared Janet C. Grenda,who proved to me on the basis f satisfactory evidence to be the m rson(s)whose nae(sPare subscribed to .; ithin instrument and acknowledged to me that sh hey executed the same in hitheir authorized capacity(les), and that by jinntheir signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. • • WITNESS my hand and official seal. NOTARY PUBLIC • ID No.116979 Commission Expires C)/ � _1 • Jul 10.2024 Signature ( QQ� (Seal) • ••j /LOFM155,1.5� /``/22/SOT0�iW��\�\ DOC #2020-0334954 Page 13 of 17 1.111111 •241 HAZARDOUS SUBSTANCES AGREEMENT Loan No. 5670348412 (Continued) Page 11 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy or validity of that document. STATE OF �n (� )SS COUNTY OF �C-J ) On 3 k ,20 00 before me, 111.6 P'"" (here insert name and title of the personally appeared Janet C. Grenda,who proved to me on the basis of satisfactory evidence to be the • rson(s)whose name(s) re subscribed to the within instrument and acknowledged to me that heig9ihey executed the same in hi .LOP eir authorized capacity(ies), and that by hisOheir signature(s)on the instrument the person(s),or the entity upon behalf of which e person(s)acted, executed the instrument. I certify under,PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. NOTARY PUBLIC ID No.116979 Commission Expires kiget-0 Jul 10.2024 Signature TF'. s�9 Q. (Seal) `OF SS�S� ( MI• J fY DOC #2020-0334954 Page 14 of 17 ,1111 241' HAZARDOUS SUBSTANCES AGREEMENT Loan No: 5670348412 (Continued) Page 12 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate isattached,and not the truthfulness,accuracy or validity of that document. STATE OF 5 SS COUNTY OF ) 3 �eC rev..T. c.�r>,. }P' 0 ° On 20� before me, r (here insert name and title off the officer) personally appeared Janet C. Grenda, who proved to me on the basis of satisfactory evidence to be thrson(s)whose name(sre subscribed to the within instrument and acknowledged to me that he,lthey executed the same in hdWheir authorized capacity(ies), and that by hiitetheir signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 0111110. • WETNESS my hand and official seal. • NOTARY PUBLIC ID No.116979 Commission Expires Signature \ -1AX .4 Jul 10 2024 s� Q� , (Seal) • '• nFOF miSS�55 .% i „SOT0,0, °• • DOC #2020-0334954 Page 15 of 17 110 *241• HAZARDOUS SUBSTANCES AGREEMENT Loan No: 5670348412 (Continued) Page 14 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accUracy or validity of that document. STATE OF )SS COUNTY OF (-- t•ge)(1) On p — ) \ ,20 O before me 'vW N. 3. k w Ck I J "1 ` (here insert name and title d'f the officer) •.J personally appeared Janet C. Grenda, who proved to me on the basis of satisfactory evidence to be the :.•n(s)whose name(s) s�l re subscribed to tha . ithin instrument and acknowledged to me that h=r43Dhey executed the same in hi-1 eir authorized capacity(ies), and that by hi•l,CP eir signature(s)on the instrument the person(s),or e entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ` •• o�MA JrHOW ,. �4) ,i WITNESS my hand and official seal. NOTARY PUBLIC '• • 10 No.116979 ▪ Commission Ex;fires Signature 1Q1/ �� Jul*Jul2424 • (Seal) 42 • ml Q • ,� �C��FMISS‘?ft. `�� DOC #2020-0334954 Page 16 of 17 *241* HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348412 (Continued) Page 15 CERTIFICATE OF ACKNOWLEDGMENT • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF ea)itt O r mac.-`c. ) kiwi-side- )SS COUNTY OF ) s / i On epkin er B 20 X before me, S/1 I ►�of Rr� ,k ie).Ol 4 n (here insert name and title Of the officer) personally appeared !J C T T A 19rc1kJ' who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within� `strument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/th'ir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. SYLINDAROZUK Notary California WITNESS my hand and offs se�l. Riverside- ; W: County v ,:rin,f. Commission#2271380 "° My Comm.Expires Jan 12,2023 Signature (Seal) LaserPro, Ver 20 1 40.065 Copr Flnastra USA Corporation 1997 2020 All Rights Reserved. CA C:\LENDING\CFI\LPL\G210.FC TR 12915 PR-163 DOC #2020-0334954 Page 17 of 17 Exhibit"A" Legal Description Real property in the City of Redlands, County of San Bernardino, State of California, described as follows. THAT PORTION OF BLOCK 28, OF BARON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFONIA, AS PER PLAT RECORDEDIN BOOK 6 OF MAPS, PAGE 19 THEREOF, RECORDS OF SAID COUNTY, PARTICULARY DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE WEST LINE OF TEXAS STREET, 80 FEET WIDE, DISTANCE THEREON SOUTH 1 DEG. 00'07" EAST 460 FEET FROM THE SOUTH LINE OF COLTON AVENUE, 80 FEET WIDE, AS SAID TEXAS STREET AND COLTON AVENUE ARE SHOWN ON SAID MAP, THENCE SOUTH 88 DEG 59' 51" WEST 303 95 FEET TO A NON-TANGENT CURVE HAVING A RADIUS OF 3,500 FEET AND BEING CONCAVE NORTHERLY, THENCE WESTERLY ALONG SAID CURVE FROM A TANGENT BEARING NORTH 70 DEG. 59'54"WEST,THROUGH AN ANGLE OF 5 DEG. 17' 28", AN ARC DISTANCE OF 323.22 FEET TO THE WEST LINE OF THE NORTHEAST 1/4 OF SAID LOT OR BLOCK 28, THENCE ALONG SAID WEST LINE , SOUTH 0 DEG 01 45 EAST 220.27 FEET TO THE SOUTHWEST CORNER OF SAID NORTHEAST 1/4 , THENCE NORTH 89 DEG 38'25"EAST 619.85 FEET TO SAID WEST LINE OF TEXAS STREET,THENCE ALONG SAID WEST LINE, NORTH 1 DEG. 00'07"WEST 159 66 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA AS DESCRIBED IN A GRANT DEED RECORDED JULY 07, 1988 AS INSTRUMENT NO 88-213391 OF OFFICIAL RECORDS APN 0169-121-06 and 0169-121-10 Recording Requested By First American Title Insurance Company Electronically National Commercial Services,Ontario,CA Recorded in Official Records County of San Bernardino RECORDING REQUESTED BY Bob Dutton Assessor-Recorder-County Clerk AND WHEN RECORDED MAIL DOCUMENT TO: DOC# 2020-0334955 NAME Pacific Premier Bank STREET 17901 Von Karman Avenue 09/09/2020 Titles. 1 Pages: 14 ADDRESS 08:37 AM Suite, 1200 SAN Fees $53.00 ZIP ODEITY TEg Irvine, CA 92614 Taxes $0.00 C9229 CA SB2 Fee 0.00 Total $53.00 NCS—(00l I-11- 0ti1 SPACE ABOVE FOR RECORDER'S USE ONLY Deed of Trust Title of Document Cli:#7;. "H°°4 "1""17745"."....%....4.4.74:N.)134:11 Pursuant to Senate Bill 2—Building Homes and Jobs Act(GC Code Section 27388.1),effective January 1 2018,a fee of seventy- five dollars($75.00)shall be paid at the time of recording of every real estate instrument,paper,or notice required or permitted by law to be recorded,except those expressly exempted'from payment ofirecording fees, per each single transaction per parcel of real property The fee imposed by this section shall not exceed two hundred twenty-five dollars($225.00). cs...14,,,, ....:K:9 0,1 i ii.( Reason for Exemption: -'mow.,,, �r zrii J NT 1,, , �s 17 Exempt from fee per GC 27388 1 recorded in connection with a transfer subject to the imposition of documentary transfer tax (DTT) or & rr `" ;N NA,`"'✓--{] I I Exempt from fee per GC 273B8.1 recorded in connection with a transfer of real property that is a residential dwelling to an l__! �"�'a ia.R M .c..r s.. .c..gr.A. %a .u.l:. :.a..c .r.a. q,rt owner-occupier or I ,,,� / Exempt from fee per GC 27388.1f recorded in connection with a transfer that was subject to`documentary transfer tax which was paid on document recorded previously on (date) as document number 1 i of Official Records. (Cap.$225 00) --/T-' (� (....7,.... ..xlif f ri Exempt from fee per GC 27388 1-fee cap.of$225.00 reached, and/or---•---•---" - El Exempt from fee per GC 27388Is .1 not related to reyal property, r .` ,�,_ � ( ..0* Failure to include an exemption reason result n the imposition of the$75.00 Building Homes and Jobs Act fee. Fees collected are deposited to the State and may not be avail`aable for refund. ' ' j` ,/S t 't.)? 1..\\1/4 4 �'1t 3 y.r+ pp THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION , ($3.00 Additional Recording Fee Applies) DOC #2020-0334955 Page 2 of 14 RECORDATION REQUESTED BY Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine, CA 92614 WHEN RECORDED MAIL TO Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine, CA 92614 SEND TAX NOTICES TO. Redlands Armory LLC 1621 Garden Street Redlands,CA 92373 FOR RECORDER'S USE ONLY *233* DEED OF TRUST THIS DEED OF TRUST is dated August 27, 2020, among Redlands Armory, LLC, a California limited liability company, whose address is 1621 Garden Street, Redlands, CA 92373 ("Trustor"), Pacific Premier Bank, whose address is 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614 (referred to below sometimes as 'Lender" and sometimes as "Beneficiary"), and Commonwealth Land Title Company, whose address is 4100 Newport Place, Suite 120, Newport Beach, CA 92660 (referred to below as "Trustee") CONVEYANCE AND GRANT For valuable consideration,Trustor irrevocably grants,transfers and assigns to Trustee in trust, with power of sale, for the benefit of Lender as Beneficiary all of Trustor's right, title and interest in and to the following described real property together with all existing or subsequently erected or affixed buildings, improvements and fixtures, all easements, rights of way and appurtenances, all water water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in San Bernardino County, State of California. See Exhibit "A", which is attached to this Deed of Trust and made a part of this Deed of Trust as if fully set forth herein. The Real Property or its address is commonly known as 617 Texas Street, Redlands, CA 92374 The Assessor's Parcel Number for the Real Property is 0169-121-06 and 0169-121-10 Trustor presently assigns to Lender(also known as Beneficiary in this Deed of Trust) all of Trustor's right, title and interest in and to all present and future leases of the Property and all Rents from the Property This is an absolute assignment of Rents made in connection with an obligation secured by real property pursuant to California Civil Code Section 2938 In addition Trustor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS DEED OF TRUST INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF THE TRUSTOR UNDER THE NOTE,THE RELATED DOCUMENTS, AND THIS DEED OF TRUST THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Trustor's obligations under the Note this Deed of Trust,and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY Trustor agrees that Trustor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Trustor may (1) remain in possession and control of the Property. (2) use,operate or manage the Property. and (3) collect the Rents from the Property Duty to Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Trustor represents and warrants to Lender that: (1) During the period of Trustor's ownership of the Property there has been no use, generation, manufacture storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under about or from the Property. (2) Trustor has no knowledge of or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any DOC #2020-0334955 Page 3 of 14 *233* DEED OF TRUST Loan No 5670348314 (Continued) Page 2 Hazardous Substance on under about or from the Property by any prior owners or occupants of the Property or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters and (3) Except as previously disclosed to and acknowledged by Lender in writing (a) neither Trustor nor any tenant, contractor agent or other authorized user of the Property shall use generate, manufacture store treat, dispose of or release any Hazardous Substance on under about or from the Property. and (b) any such activity shall be conducted in compliance with all applicable federal, state and local laws, regulations and ordinances, including without limitation all Environmental Laws. Trustor authorizes Lender and its agents to enter upon the Property to make such inspections and tests at Trustor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. The representations and warranties contained herein are based on Trustor's due diligence in investigating the Property for Hazardous Substances. Trustor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify defend and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture storage, disposal release or threatened release occurring prior to Trustor's ownership or interest in the Property whether or not the same was or should have been known to Trustor The provisions of this section of the Deed of Trust, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property whether by foreclosure or otherwise. Without otherwise limiting Trustor's covenants as provided herein,Trustor shall not without Lender's prior written consent, remove or permit the removal of sand,gravel or topsoil, or engage in borrow pit operations, or use or permit the use of the Property as a land fill or dump,or store, burn or bury or permit the storage, burning or burying of any material or product which may result in contamination of the Property or the groundwater or which may require the issuance of a permit by the Environmental Protection Agency or any state or local government agency governing the issuance of hazardous or toxic waste permits, or request or permit a change in zoning or land use classification,or cut or remove or suffer the cutting or removal of any trees or timber from the Property At its sole cost and expense, Trustor shall comply with and shall cause all occupants of the Property to comply with all Environmental Laws with respect to the disposal of industrial refuse or waste and/or the discharge, processing, manufacture generation, treatment, removal, transportation, storage and handling of Hazardous Substances, and pay immediately when due the cost of removal of any such wastes or substances from and keep the Property free of any lien imposed pursuant to such laws rules, regulations and orders. Trustor shall not install or permit to be installed in or on the Property friable asbestos or any substance containing asbestos and deemed hazardous by federal,state or local laws, rules, regulations or orders respecting such material. Trustor shall further not install or permit the installation of any machinery equipment or fixtures containing polychlorinated biphenyls (PCBs) on or in the Property With respect to any such material or materials currently present in or on the Property Trustor shall promptly comply with all applicable Environmental Laws regarding the safe removal thereof at Trustor's expense. Trustor shall indemnify and defend Lender and hold Lender harmless from and against all loss, cost, damage and expense (including without limitation, attorneys fees and costs incurred in the investigation, defense and settlement of claims)that Lender may incur as a result of or in connection with the assertion against Lender of any claim relating to the presence or removal of any Hazardous Substance,or compliance with any Environmental Law No notice from any governmental body has ever been served upon Trustor or to Trustor's knowledge after due inquiry upon any prior owner of the Property claiming a violation of or under any Environmental Law or concerning the environmental state condition or quality of the Property or the use thereof or requiring or calling attention to the need for any work, repairs, construction removal cleanup, alterations,demolition renovation or installation on, or in connection with, the Property in order to comply with any Environmental Law•and upon receipt of any such notice,Trustor shall take any and all steps, and shall perform any and all actions necessary or appropriate to comply with the same, at Trustor's expense. In the event Trustor fails to do so, Lender may declare this Deed of Trust to be in default. Nuisance,Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property Without limiting the generality of the foregoing, Trustor will not remove,or grant to any other party the right to remove, any timber minerals (including oil and gas), coal, clay scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Trustor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Trustor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Trustor's compliance with the terms and conditions of this Deed of Trust. Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property including without limitation, the Americans With Disabilities Act. Trustor may contest in good faith any such law ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Trustor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Trustor to post adequate security or a surety bond,reasonably satisfactory to Lender to protect Lender's interest. DOC #2020-0334955 Page 4 of 14 *233* DEED OF TRUST Loan No 5670348314 (Continued) Page 3 Duty to Protect. Trustor agrees neither to abandon or leave unattended the Property Trustor shall do all other acts, in addition to those acts set forth above in this section which from the character and use of the Property are reasonably necessary to protect and preserve the Property DUE ON SALE CONSENT BY LENDER. Lender may at Lender's option declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer without Lender's prior written consent,of all or any part of the Real Property or any interest in the Real Property A 'sale or transfer' means the conveyance of Real Property or any right, title or interest in the Real Property-whether legal, beneficial or equitable whether voluntary or involuntary- whether by outright sale, deed, installment sale contract, land contract, contract for deed leasehold interest with a term greater than three (3) years lease-option contract, or by sale assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property or by any other method of conveyance of an interest in the Real Property If any Trustor is a corporation partnership or limited liability company transfer also includes any restructuring of the legal entity (whether by merger division or otherwise) or any change in ownership of more than twenty-five percent (25%) of the voting stock partnership interests or limited liability company interests as the case may be of such Trustor However this option shall not be exercised by Lender if such exercise is prohibited by applicable law TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Trustor shall pay when due (and in all events at least ten (10) days prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property and shall pay when due all claims for work done on or for services rendered or material furnished to the Property Trustor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due, except for the Existing Indebtedness referred to below and except as otherwise provided in this Deed of Trust. Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay so long as Lender's interest in the Property is not jeopardized If a lien arises or is filed as a result of nonpayment, Trustor shall within fifteen (15) days after the lien arises or if a lien is filed within fifteen (15) days after Trustor has notice of the filing secure the discharge of the lien, or if requested by Lender deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys'fees, or other charges that could accrue as a result of a foreclosure or sale under the lien In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property Notice of Construction. Trustor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished or any materials are supplied to the Property if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials and the cost exceeds $25 000 00 Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. Maintenance of Insurance. Trustor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause and with a standard mortgagee clause in favor of Lender Trustor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally Trustor shall maintain such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably require. Notwithstanding the foregoing, in no event shall Trustor be required to provide hazard insurance in excess of the replacement value of the improvements on the Real Property Policies shall be written in form amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender All policies shall provide that the policies shall not be invalidated by any waiver of the right of subrogation by any insured and shall provide that the carrier shall have no right to be subrogated to Lender Trustor upon request of Lender will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any other person. Should the Real Property be located in an area designated by the Administrator of the Federal Emergency Management Agency as a special flood hazard area, Trustor agrees to obtain and maintain flood insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area,for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender and to maintain such insurance for the term of the loan. Flood insurance may be purchased under the National Flood Insurance Program,from private insurers providing 'private flood insurance' as defined by applicable federal flood insurance statutes and regulations, or from another flood insurance provider that is both acceptable to Lender in its sole discretion and permitted by applicable federal flood insurance statutes and regulations. DOC #2020-0334955 Page 5 of 14 *233* DEED OF TRUST Loan No 5670348314 (Continued) Page 4 Application of Proceeds. Trustor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds$10 000 00 Lender may make proof of loss if Trustor fails to do so within fifteen (15)days of the casualty If in Lender's sole judgment Lender's security interest in the Property has been impaired, Lender may at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property or the restoration and repair of the Property If the proceeds are to be applied to restoration and repair Trustor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor from the proceeds for the reasonable cost of repair or restoration if Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder if any shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness,such proceeds shall be paid to Trustor as Trustor's interests may appear Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of and pass to the purchaser of the Property covered by this Deed of Trust at any trustee's sale or other sale held under the provisions of this Deed of Trust, or at any foreclosure sale of such Property Compliance with Existing Indebtedness. During the period in which any Existing Indebtedness described below is in effect, compliance with the insurance provisions contained in the instrument evidencing such Existing Indebtedness shall constitute compliance with the insurance provisions under this Deed of Trust, to the extent compliance with the terms of this Deed of Trust would constitute a duplication of insurance requirement. If any proceeds from the insurance become payable on loss, the provisions in this Deed of Trust for division of proceeds shall apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness. Trustor's Report on Insurance. Upon request of Lender however not more than once a year Trustor shall furnish to Lender a report on each existing policy of insurance showing. (1) the name of the insurer (2) the risks insured (3) the amount of the policy. (4) the property insured, the then current replacement value of such property and the manner of determining that value; and (5) the expiration date of the policy Trustor shall upon request of Lender have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property TAX AND INSURANCE RESERVES. Subject to any limitations and consistent with any requirements set by applicable law Lender may require Trustor to maintain with Lender reserves for payment of annual taxes assessments,and insurance premiums, which reserves shall be created by an initial deposit and subsequent monthly payments,or payments at such other interval as payments under the Note may be due, of a sum estimated by Lender to be sufficient to pay the total annual taxes assessments, and insurance premiums Lender reasonably anticipates to be paid from these reserves. The reserve funds shall be held by Lender as a general deposit from Trustor which Lender may satisfy by payment of the taxes assessments, and insurance premiums required to be paid by Trustor as they become due. Lender shall have the right to draw upon the reserve funds to pay such items and Lender shall not be required to determine the validity or accuracy of any item before paying it. Nothing in the Deed of Trust shall be construed as requiring Lender to advance other monies for such purposes, and Lender shall not incur any liability for anything it may do or omit to do with respect to the reserve account. Subject to any limitations set by applicable law if the reserve funds disclose a shortage or deficiency Trustor shall pay such shortage or deficiency as required by Lender All amounts in the reserve account are hereby pledged to further secure the Indebtedness, and Lender is hereby authorized to withdraw and apply such amounts on the Indebtedness upon the occurrence of an Event of Default. Lender shall not be required to pay any interest or earnings on the reserve funds unless required by law or agreed to by Lender in writing Lender does not hold the reserve funds in trust for Trustor and Lender is not Trustor's agent for payment of the taxes and assessments required to be paid by Trustor LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Trustor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Trustor's failure to comply with any obligation to maintain Existing Indebtedness in good standing as required below or to discharge or pay when due any amounts Trustor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Trustor's behalf may (but shall not be obligated to)take any action that Lender deems appropriate including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Trustor All such expenses will become a part of the Indebtedness and, at Lender's option will (A) be payable on demand- (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy. or (2) the remaining term of the Note or (C) be treated as a balloon payment which will be due and payable at the Note's maturity The Deed of Trust also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default. WARRANTY DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Trustor warrants that: (a)Trustor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in the Existing Indebtedness section below or in any title insurance policy title report, or final title opinion issued in favor of and accepted by Lender in connection with this Deed of Trust, and (b)Trustor has the full right, power and authority to execute and deliver this Deed of Trust to Lender Defense of Title. Subject to the exception in the paragraph above, Trustor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Trustor's title or the interest of Trustee or Lender under this Deed of Trust, Trustor shall defend the action at Trustor's expense. Trustor may be the DOC #2020-0334955 Page 6 of 14 *233* DEED OF TRUST Loan No 5670348314 (Continued) Page 5 nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice and Trustor will deliver or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation Compliance With Laws. Trustor warrants that the Property and Trustor's use of the Property complies with all existing applicable laws, ordinances,and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Trustor in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and effect until such time as Trustor's Indebtedness shall be paid in full. EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Deed of Trust: Existing Lien. The lien of this Deed of Trust securing the Indebtedness may be secondary and inferior to an existing lien Trustor expressly covenants and agrees to pay or see to the payment of the Existing Indebtedness and to prevent any default on such indebtedness, any default under the instruments evidencing such indebtedness, or any default under any security documents for such indebtedness. No Modification. Trustor shall not enter into any agreement with the holder of any mortgage, deed of trust, or other security agreement which has priority over this Deed of Trust by which that agreement is modified, amended, extended, or renewed without the prior written consent of Lender Trustor shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender CONDEMNATION The following provisions relating to eminent domain and inverse condemnation proceedings are a part of this Deed of Trust. Notice of Proceedings. Trustor shall immediately notify Lender in writing should all or any part of the Property become subject to any condemnation or expropriation proceedings or other similar proceedings, including without limitation, any condemnation, confiscation, eminent domain, inverse condemnation or temporary requisition or taking of the mortgaged Property or any part or parts of the Property Trustor further agrees to promptly take such steps as may be necessary and proper within Lender's sole judgment and at Trustor's expense, to defend any such condemnation or expropriation proceedings and obtain the proceeds derived from such proceedings. Trustor shall not agree to any settlement or compromise or any condemnation or expropriation claim without Lender's prior written consent. Lender's Participation. Lender may at Lender's sole option elect to participate in any such condemnation or expropriation proceedings and be represented by counsel of Lender's choice Trustor agrees to provide Lender with such documentation as Lender may request to permit Lender to so participate and to reimburse Lender for Lender's costs associated with Lender's participation including Lender's reasonable attorneys'fees. Conduct of Proceedings. If Trustor fails to defend any such condemnation or expropriation proceedings to Lender's satisfaction, Lender may undertake the defense of such a proceeding for and on behalf of Trustor To this end,Trustor irrevocably appoints Lender as Trustor's agent and attomey-in-fact, such agency being coupled with an interest, to bring defend adjudicate settle or otherwise compromise such condemnation or expropriation claims it being understood however that, unless one or more Events of Default (other than the condemnation or expropriation of the Property)then exists under this Deed of Trust, Lender will not agree to any final settlement or compromise of any such condemnation or expropriation claim without Trustor's prior approval,which approval shall not be unreasonably withheld. Application of Net Proceeds. Lender shall have the right to receive all proceeds derived or to be derived from the condemnation expropriation confiscation eminent domain, inverse condemnation or any permanent or temporary requisition or taking of the Property or any part or parts of the Property ("condemnation proceeds"). In the event that Trustor should receive any such condemnation proceeds, Trustor agrees to immediately turn over and to pay such proceeds to Lender All condemnation proceeds, which are received by or which are payable to either Trustor or Lender shall be applied,at Lender's sole option and discretion and in such manner as Lender may determine (after payment of all reasonable costs expenses and attorneys fees necessarily paid or incurred by Trustor and/or Lender), for the purpose of. (a) replacing or restoring the condemned, expropriated confiscated or taken Property. or (b) reducing the then outstanding balance of the Indebtedness,together with interest thereon,with such payments being applied in the manner provided in this Deed of Trust. Lender's receipt of such condemnation proceeds and the application of such proceeds as provided in this Deed of Trust shall not affect the lien of this Deed of Trust. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,fees and charges are a part of this Deed of Trust: Current Taxes, Fees and Charges. Upon request by Lender Trustor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property Trustor shall reimburse Lender for all taxes,as described below together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Trustor which Trustor is authorized or DOC #2020-0334955 Page 7 of 14 *233* DEED OF TRUST Loan No 5670348314 (Continued) Page 6 required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Trustor Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender SECURITY AGREEMENT FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender Trustor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property Trustor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Trustor shall not remove, sever or detach the Personal Property from the Property Upon default, Trustor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Trustor and Lender and make it available to Lender within three (3)days after receipt of written demand from Lender to the extent permitted by applicable law Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code)are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES ATTORNEY-IN-FACT The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further Assurances. At any time and from time to time upon request of Lender Trustor will make execute and deliver or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender cause to be filed recorded refiled or rerecorded, as the case may be at such times and in such offices and places as Lender may deem appropriate any and all such mortgages, deeds of trust, security deeds, security agreements financing statements continuation statements, instruments of further assurance certificates and other documents as may in the sole opinion of Lender be necessary or desirable in order to effectuate complete perfect, continue or preserve (1) Trustor's obligations under the Note this Deed of Trust, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust on the Property whether now owned or hereafter acquired by Trustor Unless prohibited by law or Lender agrees to the contrary in writing Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-In-Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-fact for the purpose of making, executing, delivering,filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion,to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Trustor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance. EVENTS OF DEFAULT Each of the following at Lender's option shall constitute an Event of Default under this Deed of Trust: Payment Default. Trustor fails to make any payment when due under the Indebtedness. Other Defaults. Trustor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Trustor Compliance Default. Failure to comply with any other term obligation covenant or condition contained in this Deed of Trust,the Note or in any of the Related Documents. Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or insurance or any other payment necessary to prevent filing of or to effect discharge of any lien Environmental Default. Failure of any party to comply with or perform when due any term,obligation, covenant or condition contained in any environmental agreement executed in connection with the Property Default in Favor of Third Parties. Should Trustor default under any loan extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Trustor's property or Trustor's ability to repay the Indebtedness or Trustor's ability to perform Trustor's obligations under this Deed of Trust or any of the Related Documents. DOC #2020-0334955 Page 8 of 14 11 *233* DEED OF TRUST Loan No 5670348314 (Continued) Page 7 False Statements. Any warranty representation or statement made or furnished to Lender by Trustor or on Trustor's behalf or made by Guarantor or any other guarantor endorser surety or accommodation party under this Deed of Trust or the Related Documents in connection with the obtaining of the Indebtedness evidenced by the Note or any security document directly or indirectly securing repayment of the Note is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Death or Insolvency The dissolution of Trustor's (regardless of whether election to continue is made), any member withdraws from the limited liability company or any other termination of Trustor's existence as a going business or the death of any member the insolvency of Trustor the appointment of a receiver for any part of Trustor's property any assignment for the benefit of creditors any type of creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help repossession or any other method, by any creditor of Trustor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Trustor's accounts, including deposit accounts, with Lender However this Event of Default shall not apply if there is a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Trustor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding in an amount determined by Lender in its sole discretion as being an adequate reserve or bond for the dispute Execution; Attachment. Any execution or attachment is levied against the Property and such execution or attachment is not set aside,discharged or stayed within thirty(30)days after the same is levied. Change in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted or implemented, that limits or defines the uses which may be made of the Property such that the present or intended use of the Property as specified in the Related Documents, would be in violation of such zoning ordinance or regulation or public restriction, as changed. Default Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion of the Property Judgment. Unless adequately covered by insurance in the opinion of Lender the entry of a final judgment for the payment of money involving more than ten thousand dollars ($10 000 00)against Trustor and the failure by Trustor to discharge the same, or cause it to be discharged, or bonded off to Lender's satisfaction, within thirty (30) days from the date of the order decree or process under which or pursuant to which such judgment was entered. Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Trustor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Trustor to Lender whether existing now or later Events Affecting Guarantor Any of the preceding events occurs with respect to any Guarantor or any other guarantor endorser surety or accommodation party of any of the Indebtedness or any Guarantor or any other guarantor endorser surety or accommodation party dies or becomes incompetent, or revokes or disputes the validity of or liability under any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity Lender in good faith believes itself insecure. Existing Indebtedness. The payment of any installment of principal or any interest on the Existing Indebtedness is not made within the time required by the promissory note evidencing such indebtedness, or a default occurs under the instrument securing such indebtedness and is not cured during any applicable grace period in such instrument, or any suit or other action is commenced to foreclose any existing lien on the Property Right to Cure. If any default,other than a default in payment, is curable and if Trustor has not been given a notice of a breach of the same provision of this Deed of Trust within the preceding twelve (12) months, it may be cured if Trustor after Lender sends written notice to Trustor demanding cure of such default: (1) cures the default within fifteen (15)days;or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT If an Event of Default occurs under this Deed of Trust, at any time thereafter Trustee or Lender may exerase any one or more of the following rights and remedies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Trustor's failure to perform shall not affect Lender's right to declare a default and exercise its remedies. DOC #2020-0334955 Page 9 of 14 111 *233* DEED OF TRUST Loan No 5670348314 (Continued) Page 8 Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the Property which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note other documents requested by Trustee and all documents evidencing expenditures secured hereby After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law Trustee without demand on Trustor shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement in accordance with applicable law Trustee shall deliver to such purchaser its deed conveying the Property so sold but without any covenant or warranty express or implied The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof Any person, including Trustor Trustee or Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of• all sums expended under the terms hereof not then repaid,with accrued interest at the amount allowed by law in effect at the date hereof•all other sums then secured hereby.and the remainder if any to the person or persons legally entitled thereto. Judicial Foreclosure. With respect to all or any part of the Real Property Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law UCC Remedies. With respect to all or any part of the Personal Property Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law Collect Rents. Lender shall have the right, without notice to Trustor to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid and apply the net proceeds over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender If the Rents are collected by Lender then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made whether or not any proper grounds for the demand existed Lender may exercise its rights under this subparagraph either in person by agent, or through a receiver Appoint Receiver Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property with the power to protect and preserve the Property to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property or (2) vacate the Property immediately upon the demand of Lender Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law or in equity Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition Any sale of the Personal Property may be made in conjunction with any sale of the Real Property Sale of the Property To the extent permitted by applicable law Trustor hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and upon any appeal Whether or not any court action is involved, and to the extent not prohibited by law all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law Trustor also will pay any court costs, in addition to all other sums provided by DOC #2020-0334955 Page 10 of 14 H 101 0 *233* DEED OF TRUST Loan No 5670348314 (Continued) Page 9 law Rights of Trustee Trustee shall have all of the rights and duties of Lender as set forth in this section POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor (a)join in preparing and filing a map or plat of the Real Property including the dedication of streets or other rights to the public; (b)join in granting any easement or creating any restriction on the Real Property. and (c)join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. Obligations to Notify Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien or of any action or proceeding in which Trustor Lender or Trustee shall be a party unless the action or proceeding is brought by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applicable law In addition to the rights and remedies set forth above with respect to all or any part of the Property the Trustee shall have the right to foreclose by notice and sale,and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law Successor Trustee. Lender at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of San Bernardino County State of California. The instrument shall contain in addition to all other matters required by state law the names of the original Lender Trustee,and Trustor the book and page where this Deed of Trust is recorded,and the name and address of the successor trustee and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee, without conveyance of the Property shall succeed to all the title power and duties conferred upon the Trustee in this Deed of Trust and by applicable law This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged is made a public record as provided by law NOTICES. Any notice required to be given under this Deed of Trust shall be given in writing and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier or if mailed when deposited in the United States mail, as first class, certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Deed of Trust. Trustor requests that copies of any notices of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes, Trustor agrees to keep Lender informed at all times of Trustor's current address. Unless otherwise provided or required by law if there is more than one Trustor any notice given by Lender to any Trustor is deemed to be notice given to all Trustors. STATEMENT OF OBLIGATION FEE. Lender may collect a fee not to exceed the maximum amount permitted by law for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. WAIVER OF STATUTE OF LIMITATIONS. Trustor waives, to the fullest extent permitted by law the right to assert any statute of limitations as a defense to any obligation(s)secured by this Deed of Trust or outlined in the Related Documents. WAIVER OF RIGHT OF OFFSET No portion of the indebtedness secured by this Deed of Trust shall be or be deemed to be offset or compensated by all or any part of any claim cause of action counterclaim or cross-claim whether liquidated or unliquidated that Trustor may have or claim to have against Lender Trustor hereby waives to the fullest extent permitted by law the benefits of California Code of Civil Procedure Section 431 70 (as amended or recodified from time to time). COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed an original, but all such counterparts, taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or electronically shall be equally as effective as delivery of a manually executed counterpart of this Agreement. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Trustor's residence, Trustor shall furnish to Lender upon request, a certified statement of net operating income received from the Property during Trustor's previous fiscal year in such form and detail as Lender shall require. 'Net operating income' shall mean all cash receipts from the Property less all cash expenditures made in DOC #2020-0334955 Page 11 of 14 *233* DEED OF TRUST Loan No 5670348314 (Continued) Page 10 connection with the operation of the Property Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity without the written consent of Lender Governing Law This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by federal law the laws of the State of California without regard to Its conflicts of law provisions. This Deed of Trust has been accepted by Lender in the State of California. Choice of Venue. If there is a lawsuit, Trustor agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County State of California. No Waiver by Lender Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in writing and signed by Lender No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. No prior waiver by Lender nor any course of dealing between Lender and Trustor shall constitute a waiver of any of Lender's rights or of any of Trustor's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender Severabillty If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or unenforceable as to any circumstance,that finding shall not make the offending provision illegal,invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required by law the illegality invalidity or unenforceability of any provision of this Deed of Trust shall not affect the legality validity or enforceability of any other provision of this Deed of Trust. Non-Liability of Lender The relationship between Trustor and Lender created by this Deed of Trust is strictly a debtor and creditor relationship and not fiduciary in nature nor is the relationship to be construed as creating any partnership or joint venture between Lender and Trustor Trustor is exercising Trustor's own judgment with respect to Trustor's business. All information supplied to Lender is for Lender's protection only and no other party is entitled to rely on such information There is no duty for Lender to review inspect, supervise or inform Trustor of any matter with respect to Trustor's business. Lender and Trustor intend that Lender may reasonably rely on all information supplied by Trustor to Lender together with all representations and warranties given by Trustor to Lender without investigation or confirmation by Lender and that any investigation or failure to investigate will not diminish Lender's right to so rely Sole Discretion of Lender Whenever Lender's consent or approval is required under this Deed of Trust, the decision as to whether or not to consent or approve shall be in the sole and exclusive discretion of Lender and Lender's decision shall be final and conclusive. Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Trustor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Trustor Lender without notice to Trustor may deal with Trustor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Trustor from the obligations of this Deed of Trust or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Deed of Trust. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Deed of Trust. Unless specifically stated to the contrary all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural and the plural shall include the singular as the context may require Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: Beneficiary The word 'Beneficiary' means Pacific Premier Bank, and its successors and assigns. Borrower The word 'Borrower' means Redlands Armory LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Deed of Trust. The words 'Deed of Trust' mean this Deed of Trust among Trustor Lender and Trustee and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Environmental Laws. The words 'Environmental Laws mean any and all state federal and local statutes regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response Compensation, and Liability Act of 1980 as amended, 42 U S C Section 9601 et seq ("CERCLA'), the Superfund Amendments and Reauthorization Act of 1986 Pub L. No 99-499 ("SARA'), the Hazardous Materials Transportation Act, 49 U S.C. Section 1801 et seq. the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. Chapters 6.5 through 7 7 of Division 20 of the California Health and Safety Code, Section 25100 et seq. or other applicable state or federal laws, rules, or DOC #2020-0334955 Page 12 of 14 *233* DEED OF TRUST Loan No: 5670348314 (Continued) Page 11 regulations adopted pursuant thereto. Event of Default. The words 'Event of Default' mean individually collectively and interchangeably any of the events of default set forth in this Deed of Trust in the events of default section of this Deed of Trust. Existing Indebtedness. The words "Existing Indebtedness" mean the indebtedness described in the Existing Liens provision of this Deed of Trust. Guarantor. The word "Guarantor" means any guarantor surety or accommodation party of any or all of the Indebtedness and, in each case, the successors, assigns, heirs, personal representatives executors and administrators of any guarantor surety or accommodation party Guaranty. The word "Guaranty' means the guaranty from Guarantor or any other guarantor endorser surety or accommodation party to Lender including without limitation a guaranty of all or part of the Note Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated stored, disposed of generated manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes,without limitation petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements"means all existing and future improvements,buildings, structures,mobile homes affixed on the Real Property facilities, additions, replacements and other construction on the Real Property Indebtedness. The word Indebtedness' means all principal, interest, and other amounts,costs and expenses payable under the Note or Related Documents,together with all renewals of extensions of modifications of consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Trustor's obligations or expenses incurred by Trustee or Lender to enforce Trustor's obligations under this Deed of Trust,together with interest on such amounts as provided in this Deed of Trust. Lender The word 'Lender"means Pacific Premier Bank,its successors and assigns. Note. The word "Note means the promissory note dated August 27 2020 in the original principal amount of $802,257 00 from Trustor to Lender together with all renewals of extensions of modifications of refinancings of consolidations of and substitutions for the promissory note or agreement. NOTICE TO TRUSTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property' mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Trustor and now or hereafter attached or affixed to the Real Property together with all accessions, parts, and additions to all replacements of and all substitutions for any of such property- and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums)from any sale or other disposition of the Property Property. The word 'Property' means collectively the Real Property and the Personal Property Real Property. The words"Real Property"mean the real property interests and rights,as further described in this Deed of Trust. Related Documents. The words 'Related Documents' mean all promissory notes credit agreements, loan agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness;except that the words do not mean any guaranty or environmental agreement,whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word "Rents' means all present and future leases, rents, revenues, income, issues, royalties, profits and other benefits derived from the Property together with the cash proceeds of the Rents. Trustee. The word 'Trustee means Commonwealth Land Title Company whose address is 4100 Newport Place, Suite 120 Newport Beach,CA 92660 and any substitute or successor trustees. Trustor The word "Trustor"means Redlands Armory LLC. TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND TRUSTOR AGREES TO ITS TERMS, INCLUDING THE VARIABLE RATE PROVISIONS OF THE NOTE SECURED BY THIS DEED OF TRUST TRUSTOR. REDLANDS Y,LLC By. Donn R. renda,Man LW/ of Redlands Armory LLC DOC #2020-0334955 Page 13 of 14 ME' 1 *233" DEED OF TRUST Loan No 5670348314 (Continued) Page 12 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate /is attached,and not the truthfulness,accuracy or validity of that document. at STATE OF T ` l ) SS COUNTY OF r cal✓% ) On i 3 ` ,20 before me, N'W 0.'S \k"0-00l.rsk, 1 v (here insert name and title of the officer) personally appeared Donn R. Grenda, who proved to me on the s of satisfactory evidence to be e person(s)whose name(saNre subscribed to he within instrument and acknowledged to me that he/they executed the same I fr er/their authorized capacity(ies), and that b er/their signature(s)on the instrument the persons, or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. oviti :`••O�ti\A JHOw�40%� WITNESS my hand and official seal. • NOTARY PUBLIC Signature "V v) C6sa CIACommission ExCires = (Seal) 10.2024 5 %I,'SO'orC ..' (DO NOT RECORD) REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) To. ,Trustee The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust have been fully paid and satisfied. You are hereby directed upon payment to you of any sums owing to you under the terms of this Deed of Trust or pursuant to any applicable statute to cancel the Note secured by this Deed of Trust(which is delivered to you together with this Deed of Trust), and to reconvey without warranty to the parties designated by the terms of this Deed of Trust, the estate now held by you under this Deed of Trust. Please mail the reconveyance and Related Documents to Date: Beneficiary: By' Its: LaserPro, Ver 20 1 40 065 Copr Finastra USA Corporation 1997 2020 All Rights Reserved. CA CILENDiNG1CF11LPL1G01.FC TR 12917 PR-163 I DOC #2020-0334955 Page 14 of 14 Exhibit "A" Legal Description Real property in the City of Redlands, County of San Bernardino, State of California, described as follows THAT PORTION OF BLOCK 28, OF BARON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFONIA, AS PER PLAT RECORDEDIN BOOK 6 OF MAPS, PAGE 19 THEREOF, RECORDS OF SAID COUNTY, PARTICULARY DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE WEST LINE OF TEXAS STREET, 80 FEET WIDE, DISTANCE THEREON SOUTH 1 DEG 00'07",EAST 460 FEET FROM THE SOUTH LINE OF COLTON AVENUE, 80 FEET WIDE, AS SAID TEXAS STREET AND COLTON AVENUE ARE SHOWN ON SAID MAP, THENCE SOUTH 88 DEG 59'51" WEST 303 95 FEET TO A NON-TANGENT CURVE HAVING A RADIUS OF 3,500 FEET AND BEING CONCAVE NORTHERLY, THENCE WESTERLY ALONG SAID CURVE FROM A TANGENT BEARING NORTH 70 DEG. 59'54"WEST, THROUGH AN ANGLE OF 5 DEG. 17'28", AN ARC DISTANCE OF 323 22 FEET TO THE WEST LINE OF THE NORTHEAST 1/4 OF SAID LOT OR BLOCK 28, THENCE ALONG SAID WEST LINE , SOUTH 0 DEG 01'45" EAST 220.27 FEET TO THE SOUTHWEST CORNER OF SAID NORTHEAST 1/4 , THENCE NORTH 89 DEG. 38'25"EAST 619.85 FEET TO SAID WEST LINE OF TEXAS STREET,THENCE ALONG SAID WEST LINE, NORTH 1 DEG 00'07"WEST 159.66 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA AS DESCRIBED IN A GRANT DEED RECORDED JULY 07, 1988 AS INSTRUMENT NO 88-213391 OF OFFICIAL RECORDS. l _ APN 0169-121-06 and 0169-121-10 it Recording Requested By. First American Title Insurance Company Electronically National Commercial Services,Ontario,CA Recorded in Official Records County of San Bernardino RECORDING REQUESTED BY Bob Dutton Assessor-Recorder-County Clerk AND WHEN RECORDED MAIL DOCUMENT TO: D0C# 2020-0334956 NAME Pacific Premier Bank 09/09/2020 Titles. 1 Pages:9 STREET 17901 Von Karman Avenue 08:37 AM ADDRESS SAN Fees $38.00 Suite, 1200 CITY STATER Taxes $0.00 LIP CODE Irvine,CA 92614 C9229 CA SB2 Fee 0.00 Total $38.00 NCS--1.006-1-1 1-CNi1 SPACE ABOVE FOR RECORDERS USE ONLY Assignment of Rents Title of Document r.C.°7 -Imbr.'"'""I'as""2"-.4k:—....**4..."*"%l) Pursuant to Senate Bill 2-Building Homes and Jobs Act(GC Code Section 27388.1),effective January 1,2018,a fee of seventy- five dollars($75.00)shall be paid at the time of recording of every real estate instrument,paper,or notice required or permitted by law to be recorded, except those expressly exempted from payment oflrecording fees, per each single transaction per parcel of real property The fee imposed by this section shall not exceed two hundred twe[nty-five dollars($225..00). Reason for Exemption . o, • -+--T' "'V'*w- 1 ` 1 Exempt from fee per GC 27388.1 recorded in connection with a transfer subject to the imposition of documentary transfer tax (DTT) or c ....�'r — OP CExempt from fee per GC 27388.1 recorded in connection with a transfer of'real property that is a residential dwelling to an E esa a d...r.�.,�.. va .ta.b, ss.. owner-occupier or �. , Rr. LiExempt from fee per GC 27388.1f recorded in connection with a transfer that was subjectitotdocumentary transfer tax which was paid on document recorded previously on (date) as document number \ 1 of Official Records. (Cap.$225.00) j J, R��, `�� Exempt from fee per GC 27388.1-fee cap of$225.00 reached, and/or_.___ .=r-�� 1,04 n Exempt from fee per GC 27388 1 not related to real property, , \ �t i -.,r k00,7 7-''''. i ,tri,.',;14.77E Failure to include an exemption reason will result in the imposition of the$75.00 Building Homes and Jobs Act fee Fees collected are deposited to the State and may not be available for refund. r', t . A , s.!j"..‘ .' N:4L_\ s i -e`a ,. c-e-9/ p ' '\ r � ie y,-0 ,e 1853 rj THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) DOC #2020-0334956 Page 2 of 9 RECORDATION REQUESTED BY Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine, CA 92614 WHEN RECORDED MAIL TO Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine, CA 92614 SEND TAX NOTICES TO. Redlands Armory LLC 1621 Garden Street Redlands, CA 92373 FOR RECORDER'S USE ONLY 11 *220* ASSIGNMENT OF RENTSN Q -(91- LQCS THIS ASSIGNMENT OF RENTS dated August 27, 2020, is made and executed between Redlands Armory, LLC, a California limited liability company, whose address is 1621 Garden Street, Redlands, CA 92373 (referred to below as "Grantor") and Pacific Premier Bank, whose address is 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614 (referred to below as "Lender"). ASSIGNMENT For valuable consideration, Grantor hereby assigns, grants a continuing security interest in, and conveys to Lender all of Grantor's right, title, and interest in and to the Rents from the following described Property located in San Bernardino County, State of California. See Exhibit "A", which is attached to this Assignment and made a part of this Assignment as if fully set forth herein. The Property or its address is commonly known as 617 Texas Street, Redlands, CA 92374 The Assessor's Parcel Number for the Property is 0169-121-06 and 0169-121-10 This is an absolute assignment of Rents made in connection with an obligation secured by property pursuant to California Civil Code section 2938 THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT, AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Documents,Grantor shall pay to Lender all amounts secured by this Assignment as they become due, and shall strictly perform all of Grantor's obligations under this Assignment. Unless and until Lender exercises its right to collect the Rents as provided below and so long as there is no default under this Assignment, Grantor may remain in possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: Ownership. Grantor is entitled to receive the Rents free and clear of all rights, loans, liens, encumbrances, and claims except as disclosed to and accepted by Lender in writing Right to Assign. Grantor has the full right, power and authority to enter into this Assignment and to assign and convey the Rents to Lender No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force No Further Transfer Grantor will not sell, assign, encumber or otherwise dispose of any of Grantor's rights in the Rents except as provided in this Assignment. LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time and even though no default shall have occurred under this Assignment, to collect and receive the Rents. For this purpose, Lender is hereby given and granted the following rights, powers and authority. Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing all Rents to be paid directly to Lender or Lender's agent. DOC #2020-0334956 Page 3 of 9 *220* ASSIGNMENT OF RENTS Loan No 5670348314 (Continued) Page 2 Enter the Property Lender may enter upon and take possession of the Property.demand, collect and receive from the tenants or from any other persons liable therefor all of the Rents, institute and carry on all legal proceedings necessary for the protection of the Property including such proceedings as may be necessary to recover possession of the Property• collect the Rents and remove any tenant or tenants or other persons from the Property Maintain the Property Lender may enter upon the Property to maintain the Property and keep the same in repair to pay the costs thereof and of all services of all employees, including their equipment, and of all continuing costs and expenses of maintaining the Property in proper repair and condition and also to pay all taxes assessments and water utilities and the premiums on fire and other insurance effected by Lender on the Property Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of California and also all other laws rules,orders,ordinances and requirements of all other governmental agencies affecting the Property Lease the Property Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem appropriate. Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate either in Lender's name or in Grantor's name,to rent and manage the Property including the collection and application of Rents Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act exclusively and solely in the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things, and the fact that Lender shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account and Lender may pay such costs and expenses from the Rents. Lender in its sole discretion, shall determine the application of any and all Rents received by it; however any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become a part of the Indebtedness secured by this Assignment, and shall be payable on demand, with interest at the Note rate from date of expenditure until paid. FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Grantor under this Assignment, the Note, and the Related Documents, Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Property Any termination fee required by law shall be paid by Grantor if permitted by applicable law LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Assignment or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Assignment or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims at any time levied or placed on the Rents or the Property and paying all costs for insuring, maintaining and preserving the Property All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor All such expenses will become a part of the Indebtedness and, at Lender's option will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy or (2) the remaining term of the Note, or (C) be treated as a balloon payment which will be due and payable at the Note's maturity The Assignment also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default. DEFAULT Each of the following at Lender's option shall constitute an Event of Default under this Assignment: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Assignment or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or insurance or any other payment necessary to prevent filing of or to effect discharge of any lien Default in Favor of Third Parties. Any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement,or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor's or Grantor's property or ability to perform their respective obligations under this Assignment or any of the Related Documents. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with the Property False Statements. Any warranty representation or statement made or furnished to Lender by Grantor or on Grantor's behalf or made by Guarantor or any other guarantor endorser surety or accommodation party under this Assignment or the Related Documents in connection with the obtaining of the Indebtedness evidenced by the Note or any security document directly or indirectly securing DOC #2020-0334956 Page 4 of 9 *220* II ASSIGNMENT OF RENTS Loan No 5670348314 (Continued) Page 3 repayment of the Note is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter Defective Collateralization. This Assignment or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Death or Insolvency The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company or any other termination of Grantor's existence as a going business or the death of any member the insolvency of Grantor the appointment of a receiver for any part of Grantor's property any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help repossession or any other method by any creditor of Grantor or by any governmental agency against the Rents or any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender However this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding in an amount determined by Lender in its sole discretion as being an adequate reserve or bond for the dispute Execution; Attachment. Any execution or attachment is levied against the Property and such execution or attachment is not set aside,discharged or stayed within thirty(30)days after the same is levied. Change in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted or implemented, that limits or defines the uses which may be made of the Property such that the present or intended use of the Property as specified in the Related Documents, would be in violation of such zoning ordinance or regulation or public restriction, as changed. Default Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion of the Property Judgment. Unless adequately covered by insurance in the opinion of Lender the entry of a final judgment for the payment of money involving more than ten thousand dollars ($10 000 00)against Grantor and the failure by Grantor to discharge the same,or cause it to be discharged, or bonded off to Lender's satisfaction, within thirty (30) days from the date of the order decree or process under which or pursuant to which such judgment was entered. Property Damage or Loss. The Property is lost, stolen substantially damaged, sold or borrowed against. Events Affecting Guarantor Any of the preceding events occurs with respect to any Guarantor or any other guarantor endorser surety or accommodation party of any of the Indebtedness or any Guarantor or any other guarantor endorser surety or accommodation party dies or becomes incompetent, or revokes or disputes the validity of or liability under any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity Lender in good faith believes itself insecure Cure Provisions. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of the same provision of this Assignment within the preceding twelve (12)months, it may be cured if Grantor after Lender sends written notice to Grantor demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT Upon the occurrence of any Event of Default and at any time thereafter Lender may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable including any prepayment fee that Grantor would be required to pay Collect Rents. Lender shall have the right, without notice to Grantor to take possession of the Property and collect the Rents, including amounts past due and unpaid and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender shall have all the rights provided for in the Lender's Right to Receive and Collect Rents Section above If the Rents are collected by Lender then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made whether or not any proper grounds for the demand existed Lender may exercise its rights under this subparagraph either in person, by agent,or through a receiver Appoint Receiver Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property with DOC #2020-0334956 Page 5 of 9 0 *220* ASSIGNMENT OF RENTS Loan No 5670348314 (Continued) Page 4 the power to protect and preserve the Property to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy and an election to make expenditures or to take action to perform an obligation of Grantor under this Assignment, after Grantor's failure to perform shall not affect Lender's right to declare a default and exercise its remedies. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law Lender's attorneys'fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law Grantor also will pay any court costs, in addition to all other sums provided by law LEASE COVENANTS.Grantor hereby covenants and agrees with Lender that, so long as this Agreement remains in effect, Grantor (i)shall observe and perform all terms covenants conditions and obligations imposed upon Grantor under the Leases and shall not do or permit anything to impair the value of the Leases as security for the Indebtedness (ii)shall promptly send copies to Lender of all notices of default that Grantor sends or receives under the Leases; (iii)shall enforce all terms, covenants, conditions and obligations of any lessees under the Leases; (iv)shall not collect any of the Leases and Rents more than one (1) month in advance (other than security deposits); (v) shall not execute any other assignment of Grantor's right, title and interest in the Leases or the Leases and Rents (except as may be contemplated by the Related Documents); (vi) shall not modify the Leases without Lender's prior written consent; (vii) shall not convey or transfer or suffer or permit a conveyance or transfer of the Property so as to effect a merger of the estates and rights of or a termination or diminution of the obligations of lessees under the Leases; (viii) shall not consent to any assignment of or subletting under the Leases unless required in accordance with its terms without the prior written consent of Lender which, with respect to a subletting, may not, so long as no Event of Default is continuing be unreasonably withheld or delayed and (ix) shall not cancel or terminate any of the Leases without the prior written consent of Lender which consent shall not, so long as no Event of Default is continuing be unreasonably withheld or delayed The word 'Leases as used herein means any and all present and future leases of the Property COUNTERPARTS. This Agreement may be executed in multiple counterparts each of which when so executed, shall be deemed an original but all such counterparts, taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or electronically shall be equally as effective as delivery of a manually executed counterpart of this Agreement. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: Amendments. This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Caption Headings. Caption headings in this Assignment are for convenience purposes only and are not to be used to interpret or define the provisions of this Assignment. Governing Law This Assignment will be governed by federal law applicable to Lender and, to the extent not preempted by federal law the laws of the State of California without regard to Its conflicts of law provisions. This Assignment has been accepted by Lender in the State of California. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County State of California. Merger There shall be no merger of the interest or estate created by this Assignment with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity without the written consent of Lender Interpretation. (1) In all cases where there is more than one Borrower or Grantor then all words used in this Assignment in the singular shall be deemed to have been used in the plural where the context and construction so require. (2) If more than one person signs this Assignment as 'Grantor the obligations of each Grantor are joint and several. This means that if Lender brings a lawsuit, Lender may sue any one or more of the Grantors. If Borrower and Grantor are not the same person Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Assignment are for convenience purposes only They are not to be used to interpret or define the provisions of this Assignment. DOC #2020-0334956 Page 6 of 9 11 220* ASSIGNMENT OF RENTS Loan No 5670348314 (Continued) Page 5 No Waiver by Lender Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given in writing and signed by Lender No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender nor any course of dealing between Lender and Grantor shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Assignment, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender Non-Liability of Lender The relationship between Grantor and Lender created by this Assignment is strictly a debtor and creditor relationship and not fiduciary in nature nor is the relationship to be construed as creating any partnership or joint venture between Lender and Grantor Grantor is exercising Grantor's own judgment with respect to Grantor's business. All information supplied to Lender is for Lender's protection only and no other party is entitled to rely on such information. There is no duty for Lender to review inspect, supervise or inform Grantor of any matter with respect to Grantor's business. Lender and Grantor intend that Lender may reasonably rely on all information supplied by Grantor to Lender together with all representations and warranties given by Grantor to Lender without investigation or confirmation by Lender and that any investigation or failure to investigate will not diminish Lender's right to so rely Notices. Any notice required to be given under this Assignment shall be given in writing and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier or if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Assignment. Any party may change its address for notices under this Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law if there is more than one Grantor any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Powers of Attorney The various agencies and powers of attorney conveyed on Lender under this Assignment are granted for purposes of security and may not be revoked by Grantor until such time as the same are renounced by Lender Severability If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance,that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Assignment. Unless otherwise required by law the illegality invalidity or unenforceability of any provision of this Assignment shall not affect the legality validity or enforceability of any other provision of this Assignment. Sole Discretion of Lender Whenever Lender's consent or approval is required under this Assignment, the decision as to whether or not to consent or approve shall be in the sole and exclusive discretion of Lender and Lender's decision shall be final and conclusive. Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of Grantor's interest, this Assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor Lender without notice to Grantor may deal with Grantor's successors with reference to this Assignment and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Assignment or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Assignment. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Assignment. Unless specifically stated to the contrary all references to dollar amounts shall mean amounts in lawful money of the United States of America Words and terms used in the singular shall include the plural, and the plural shall include the singular as the context may require Words and terms not otherwise defined in this Assignment shall have the meanings attributed to such terms in the Uniform Commercial Code. Assignment. The word Assignment' means this ASSIGNMENT OF RENTS, as this ASSIGNMENT OF RENTS may be amended or modified from time to time together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time Borrower The word 'Borrower' means Redlands Armory LLC Event of Default. The words 'Event of Default' mean individually collectively and interchangeably any of the events of default set forth in this Assignment in the default section of this Assignment. Grantor The word 'Grantor' means Redlands Armory LLC Guarantor The word 'Guarantor' means any guarantor surety or accommodation party of any or all of the Indebtedness, and, in DOC #2020-0334956 Page 7 of 9 "220* ASSIGNMENT OF RENTS Loan No: 5670348314 (Continued) Page 6 each case, Grantor's successors, assigns, heirs, personal representatives executors and administrators of any guarantor surety or accommodation party Guaranty. The word 'Guaranty means the guaranty from Guarantor or any other guarantor endorser surety or accommodation party to Lender including without limitation a guaranty of all or part of the Note Indebtedness. The word "Indebtedness° means ail principal, Interest,and other amounts, costs and•expenses payable under the Note or Related Documents, together with all renewals of extensions of modifications of consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. Lender The word "Lender' means Pacific Premier Bank, its successors and assigns. Note. The word Note means the promissory note dated August 27 2020 in the original principal amount of $802,257 00 from Grantor to Lender together with all renewals of extensions of modifications of refinancings of consolidations of and substitutions for the promissory note or agreement. Property. The word 'Property' means all of Grantor's right, title and interest in and to all the Property as described in the Assignment"section of this Assignment. Related Documents. The words "Related Documents' mean all promissory notes, credit agreements, loan agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,executed in connection with the Indebtedness;except that the words do not mean any guaranty or environmental agreement,whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word 'Rents means all of Grantor's present and future rights,title and interest in to and under any and all present and future leases, including,without limitation, all rents, revenue, income,issues, royalties, bonuses,accounts receivable, cash or security deposits, advance rentals, profits and proceeds from the Property and other payments and benefits derived or to be derived from such leases of every kind and nature whether due now or later including without limitation Grantor's right to enforce such leases and to receive and collect payment and proceeds thereunder THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER, HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON AUGUST 27,2020 GRANTOR: REDLAND ORY LLC By n . renda, anager of Redlands Armory, LLC DOC #2020-0334956 Page 8 of 9 -220- ASSIGNMENT OF RENTS Loan No 5670348314 (Continued) Page 7 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OFS ) COUNTY OFObkt) j SS On 31 ,20 7C1 before me Nvt c"t7- 1-. ~,A-o-,V A..1-4 dovrek. ""al.v (here insert name and title df the officer) personally appeared Donn R. Grenda, who proved to me on the basis of satisfactory evidence to be t e person(s)whose names is/ re subscribed to the within instrument and acknowledged to me thaO/she/they executed the same in i er/their authorized capacity(ies), and that bypfher/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY CF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. .ott .`• or. JtHOhq4)o': WITNESS my hand and official seal. NOTARY PUBLIC ▪ ID No.116979 ▪ Commission Expires (Seal) Signature \AN Jul 10.2024 • J, i ly,. �\QQ ; 0j etc.OF MiSS\S es,' ,WTO Ci "`%%. LaserPro, Ver 20 1 40 065 Copr Finastra USA Corporation 1997 2020 All Rights Reserved. CA C:\LENDINGICFIILPL\G14.FC TR 12917 PR-163 DOC #2020-0334956 Page 9 of 9 Exhibit"A" Legal Description Real property in the City of Redlands, County of San Bernardino, State of California, described as follows. THAT PORTION OF BLOCK 28, OF BARON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFONIA, AS PER PLAT RECORDEDIN BOOK 6 OF MAPS, PAGE 19 THEREOF, RECORDS OF SAID COUNTY, PARTICULARY DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE WEST LINE OF TEXAS STREET, 80 FEET WIDE, DISTANCE THEREON SOUTH 1 DEG. 00'07" EAST 460 FEET FROM THE SOUTH LINE OF COLTON AVENUE, 80 FEET WIDE, AS SAID TEXAS STREET AND COLTON AVENUE ARE SHOWN ON SAID MAP, THENCE SOUTH 88 DEG 59' 51" WEST 303 95 FEET TO A NON-TANGENT CURVE HAVING A RADIUS OF 3,500 FEET AND BEING CONCAVE NORTHERLY, THENCE WESTERLY ALONG SAID CURVE FROM A TANGENT BEARING NORTH 70 DEG. 59'54"WEST, THROUGH AN ANGLE OF 5 DEG. 17'28", AN ARC DISTANCE OF 323 22 FEET TO THE WEST LINE OF THE NORTHEAST 1/4 OF SAID LOT OR BLOCK 28, THENCE ALONG SAID WEST LINE , SOUTH 0 DEG 01'45"EAST 220.27 FEET TO THE SOUTHWEST CORNER OF SAID NORTHEAST 1/4 , THENCE NORTH 89 DEG. 38'25"EAST 619.85 FEET TO SAID WEST LINE OF TEXAS STREET,THENCE ALONG SAID WEST LINE, NORTH 1 DEG 00'07"WEST 159 66 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA AS DESCRIBED IN A GRANT DEED RECORDED JULY 07, 1988 AS INSTRUMENT NO 88-213391 OF OFFICIAL RECORDS. APN 0169-121-06 and 0169-121-10 Recording Requested By. First American Title Insurance Company Electronically National Commercial Services,Ontario,CA Recorded in Official Records County of San Bernardino RECORDING REQUESTED BY Bob Dutton Assessor-Recorder-County Clerk AND WHEN RECORDED MAIL DOCUMENT TO: DOC# 2020-0334957 NAME Pacific Premier Bank STREET 17901 Von Karman Avenue 09/09/2020 Titles. 1 Pages: 17 ADDRESS 08:37 AM Suite, 1200 SAN Fees $62.00 ZIP ODETEB Irvine, CA 92614 Taxes $0.00 C9229 CA SB2 Fee 0.00 Total $62.00 /OCS —1005 I'7 +-0� 1 SPACE ABOVE FOR RECORDER'S USE ONLY Hazardous Substances Certificate and Indemnity Agreement Title of Document aii:::::61.-011--.°44") Pursuant to Senate Bill 2—Building Homes and Jobs Act(GC Code Section 27388.1),effective January 1, 2018,a fee of seventy- five dollars($75.00)shall be paid at the time of recording of every real eitate instrument,paper,or notice required or permitted by law to be recorded, except those expressly exempted from payment of recording fees, per each single transaction per parcel of real property The fee imposed by this section shall not exceed two hundred twenty-five dollars($225.00). mjReason for Exemption V` " ""' ' ••.r- a t N at .c, - -1 Exempt from fee per GC 27388.1 recorded in connection with'a transfer subject to the imposition of documentary transfer tax �, DTT or k. ( ) •'. AI1 1� Y fa. i,1 R`4'E .T ;;":g Exempt from fee per GC 27388.1 recorded i En connection with a transfer of real property that is a residentialf dwelling to an owner-occupier or or''' , Exempt from fee per GC 27388.1 recorded in connection with a transfer that was subjectito,documentary transfer tax which was paid on document recordedf previously'n (date) as document number \ I of Official Records. (Cap $225.00) Lk 1 1 n Exempt from fee per GC 27388:1-fee cap of$225.00 reached, and/or --- ` ` n Exempt from fee per GC 27388.1 not related to real propertyT r \ ,' ..;, /f / it J".1 ./r $ I, .I'.4'• ) .{f f /1 Failure to include an exemption reason will result in the imposition of the$75.00 Building Homes and Jobs Act fee.Fees collected are deposited to the State and may not be available for refund. ' h...N 1r` ' .`) T.St .4!i1 i.'r �,1.�,�,[,w/'� C` ,. r,' N. cf i, a r4.`'v -`..1 1\ .1;14:F:-P-Nts. '\._ 1. <�' ;:j rf' vtN 4/ e THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) DOC #2020-0334957 Page 2 of 17 RECORDATION REQUESTED BY Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine,CA 92614 WHEN RECORDED MAIL TO* Pacific Premier Bank 17901 Von Karman Avenue Suite 1200 Irvine, CA 92614 SEND TAX NOTICES TO. Redlands Armory, LLC 1621 Garden Street Redlands.CA 92373 FOR RECORDER'S USE ONLY M 241" HAZARDOUS SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT THIS HAZARDOUS SUBSTANCES AGREEMENT dated August 27, 2020, is made and executed among Redlands Armory, LLC, 1621 Garden Street; Redlands, CA 92373 (sometimes referred to below as "Borrower" and sometimes as "Indemnitor"); Donn R. Grenda, Janet C Grenda; Donn and Janet Grenda 2018 Trust dated January 9, 2018, Janet C. Grenda 2018 Separate Property Trust dated January 2, 2018, and Statistical Research, Inc., 1621 Garden Street; Redlands, CA 92373 (sometimes referred to below as "Guarantor" and sometimes as "Indemnitor"); and Pacific Premier Bank, 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614 (referred to below as "Lender"). For good and valuable consideration and to induce Lender to make a loan to Borrower, each party executing this Agreement hereby represents and agrees with Lender as follows. PROPERTY DESCRIPTION. The word Property' as used in this Agreement means the following Real Property located in San Bernardino County State of California: See Exhibit A" which is attached to this Agreement and made a part of this Agreement as if fully set forth herein. The Real Property or its address is commonly known as 617 Texas Street, Redlands, CA 92374 The Assessor's Parcel Number for the Real Property is 0169-121-06 and 0169-121 10 REPRESENTATIONS. The following representations are made to Lender subject to disclosures made and accepted by Lender in writing Use of Property. After due inquiry and investigation, Indemnitor has no knowledge,or reason to believe,that there has been any use, generation, manufacture, storage, treatment, refinement, transportation, disposal, release, or threatened release of any Hazardous Substances by any person on, under or about the Property Hazardous Substances. After due inquiry and investigation, Indemnitor has no knowledge, or reason to believe, that the Property whenever and whether owned by previous Occupants, has ever contained asbestos, PCBs, lead paints or other Hazardous Substances,whether used in construction or stored on the Property No Notices. Indemnitor has received no summons, citation, directive, letter or other communication, written or oral,from any agency or department of any county or state or the U.S. Government concerning any intentional or unintentional action or omission on, under or about the Property which has resulted in the releasing, spilling leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances into any waters, ambient air or onto any lands or where damage may have resulted to the lands,waters, fish shellfish,wildlife biota,air or other natural resources. AFFIRMATIVE COVENANTS. Indemnitor covenants with Lender as follows Use of Property. Indemnitor will not use and does not intend to use the Property to generate, manufacture, refine, transport, treat, store, handle or dispose of any Hazardous Substances, PCBs,lead paint or asbestos. Compliance with Environmental Laws. Indemnitor shall cause the Property and the operations conducted on it to comply with any and all Environmental Laws and orders of any governmental authorities having jurisdiction under any Environmental Laws and shall obtain, keep in effect and comply with all governmental permits and authorizations required by Environmental Laws with respect to such Property or operations. Indemnitor shall furnish Lender with copies of all such permits and authorizations and any amendments or renewals of them and shall notify Lender of any expiration or revocation of such permits or authorizations. Without otherwise limiting other covenants provided herein, Occupant shall not without Lender's prior written consent, remove or permit the removal of sand,gravel,or topsoil or engage in borrow pit operations,or use or permit the use of the Property as a land fill or dump,or store, burn or bury or permit the storage,burning or burying of any material or product which may result in contamination of the Property or the groundwater or which may require the issuance of a permit by the Environmental Protection Agency or any DOC #2020-0334957 Page 3 of 17 *241` HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348314 (Continued) Page 2 state or local government agency governing the issuance of hazardous or toxic waste permits,or request or permit a change in zoning or land use disposal of industrial refuse or waste, or the discharge, processing, manufacture, generation, treatment, removal, transportation, storage and handling of hazardous or toxic wastes or substances, and pay immediately when due the cost of removal of any such wastes or substances from, and keep the Properly free of any lien imposed pursuant to such laws, rules, regulations and orders. Occupant shall not install or permit to be installed in the Property friable asbestos or any substance containing asbestos and deemed hazardous by federal, state or local laws, rules, regulations or orders respecting such material. Occupant shall further not install or permit the installation of any machinery equipment or fixtures containing polychlorinated biphenyls(PCBs)on or in the Property Should any of these events occur Lender may declare the Indebtedness to be in default. Preventive,Investigatory and Remedial Action. Indemnitor shall exercise extreme care in handling Hazardous Substances if Indemnitor uses or encounters any Indemnitor at Indemnitor's expense, shall undertake any and all preventive investigatory or remedial action (including emergency response, removal,containment and other remedial action) (a)required by any applicable Environmental Laws or orders by any governmental authority having jurisdiction under Environmental Laws, or (b)necessary to prevent or minimize property damage (including damage to Occupant's own property), personal injury or damage to the environment, or the threat of any such damage or injury by releases of or exposure to Hazardous Substances in connection with the Property or operations of any Occupant on the Property In the event Indemnitor fails to perform any of Indemnitor's obligations under this section of the Agreement, Lender may(but shall not be required to) perform such obligations at Indemnitor's expense. All such costs and expenses incurred by Lender under this section and otherwise under this Agreement shall be reimbursed by Indemnitor to Lender upon demand with interest at the Note default rate or in the absence of a default rate, at the Note interest rate. Lender and Indemnitor intend that Lender shall have full recourse to Indemnitor for any sum at any time due to Lender under this Agreement. In performing any such obligations of Indemnitor Lender shall at all times be deemed to be the agent of Indemnitor and shall not by reason of such performance be deemed to be assuming any responsibility of Indemnitor under any Environmental Law or to any third party Indemnitor hereby irrevocably appoints Lender as Indemnitor's attorney-in-fact with full power to perform such of Indemnitor's obligations under this section of the Agreement as Lender deems necessary and appropriate. Notices. Indemnitor shall immediately notify Lender upon becoming aware of any of the following: (1) Any spill, release or disposal of a Hazardous Substance on any of the Property or in connection with any of Its operations if such spill,release or disposal must be reported to any governmental authority under applicable Environmental Laws. (2) Any contamination, or imminent threat of contamination, of the Property by Hazardous Substances, or any violation of Environmental Laws in connection with the Property or the operations conducted on the Property (3) Any order notice of violation, fine or penalty or other similar action by any governmental authority relating to Hazardous Substances or Environmental Laws and the Property or the operations conducted on the Property (4) Any judicial or administrative investigation or proceeding relating to Hazardous Substances or Environmental Laws and to the Property or the operations conducted on the Property (5) Any matters relating to Hazardous Substances or Environmental Laws that would give a reasonably prudent Lender cause to be concerned that the value of Lender's security interest in the Property may be reduced or threatened or that may impair or threaten to impair Indemnitor's ability to perform any of its obligations under this Agreement when such performance is due. Access to Records. Indemnitor shall deliver to Lender at Lender's request, copies of any and all documents in Indemnitor's possession or to which it has access relating to Hazardous Substances or Environmental Laws and the Property and the operations conducted on the Property including without limitation results of laboratory analyses,site assessments or studies environmental audit reports and other consultants'studies and reports Inspections. Lender reserves the right to inspect and investigate the Property and operations on it at any time and from time to time, and Indemnitor shall cooperate fully with Lender in such inspection and investigations. If Lender at any time has reason to believe that Indemnitor or any Occupants of the Property are not complying with all applicable Environmental Laws or with the requirements of this Agreement or that a material spill, release or disposal of Hazardous Substances has occurred on or under the Property Lender may require Indemnitor to furnish Lender at Indemnitor's expense an environmental audit or a site assessment with respect to the matters of concern to Lender Such audit or assessment shall be performed by a qualified consultant approved by Lender Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to any Indemnitor or to any other person. INDEMNITOR'S WAIVER AND INDEMNIFICATION. Indemnitor hereby agrees to and shall indemnify defend,and hold harmless Lender and Lender's officers directors, employees and agents, and Lender's successors and assigns and their officers, directors, employees and agents from and against any and all claims, demands, losses, liabilities, costs, fines, penalties and expenses(including without limitation attorneys' fees at trial and on any appeal or petition for review consultants' fees, remedial action costs, natural resource damages and diminution in value)incurred by such person (a)arising out of or relating to any Investigatory or remedial action involving the Property the operations conducted on the Property or any other operations of Indemnitor or any Occupant and required by Environmental Laws or by orders of any governmental authority having jurisdiction under any Environmental Laws, including without limitation any natural resource damages, or (b) arising out of or related to any noncompliance with or violation of Environmental Laws or any applicable permits or approvals,or(c)on account of injury to Lender or any person whatsoever or damage to any property arising out of in connection with or DOC #2020-0334957 Page 4 of 17 *241* HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348314 (Continued) Page 3 in any way relating to (i) the breach of any covenant, representation or warranty contained in this Agreement, (ii) the violation of any Environmental Laws, permits, authorizations or approvals, (iii) the use, treatment, storage, generation, manufacture, transport, release, spill, disposal or other handling of Hazardous Substances on the Property or (iv) the contamination of any of the Property by or the presence, release or threatened release of Hazardous Substances by any means whatsoever(explicitly including without limitation any presently existing contamination of the Property whether or not previously disclosed to Lender), or (d) pursuant to this Agreement. Indemnitor's obligations under this section shall survive the termination of this Agreement and as set forth below in the Survival section In addition to this indemnity Indemnitor hereby releases and waives all present and future claims against Lender for indemnity or contribution in the event Indemnitor becomes liable for cleanup or other costs under any Environmental Laws. PAYMENT FULL RECOURSE TO INDEMNITOR. Indemnitor intends that Lender shall have full recourse to Indemnitor for Indemnitor's obligations under this Agreement as they become due to Lender Such liabilities, losses, claims, damages and expenses shall be reimbursable to Lender as Lender's obligations to make payments with respect thereto are incurred,without any requirement of waiting for the ultimate outcome of any litigation, claim or other proceeding, and Indemnitor shall pay such liability losses, claims, damages and expenses to Lender as so incurred within thirty (30)days after written notice from Lender Lender's notice shall contain a brief itemization of the amounts incurred to the date of such notice. In addition to any remedy available for failure to pay periodically such amounts, such amounts shall thereafter bear interest at the Note default rate,or in the absence of a default rate,at the Note interest rate. SURVIVAL. The covenants contained in this Agreement shall survive (A) the repayment of the Indebtedness, (B) any foreclosure, whether judicial or nonjudicial of the Property and(C) any delivery of a deed in lieu of foreclosure to Lender or any successor of Lender The covenants contained in this Agreement shall be for the benefit of Lender and any successor to Lender as holder of any security interest in the Property or the indebtedness secured thereby or as owner of the Property following foreclosure or the delivery of a deed in lieu of foreclosure. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which when so executed, shall be deemed an original, but all such counterparts, taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimite or electronically shall be equally as effective as delivery of a manually executed counterpart of this Agreement. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Agreement, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include,without limitation, however subject to any limits under applicable law Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records,obtaining title reports(including foreclosure reports), surveyors' reports, and appraisal fees and title insurance,to the extent permitted by applicable law Indemnitor also will pay any court costs, in addition to all other sums provided by law Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law This Agreement will be governed by federal law applicable to Lender and,to the extent not preempted by federal law the laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender In the State of California. Choice of Venue. If there is a lawsuit. Indemnitor agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County State of California. Joint and Several Liability. All obligations of Indemnitor under this Agreement shall be joint and several, and all references to Indemnitor shall mean each and every Indemnitor This means that each Indemnitor signing below is responsible for all obligations in this Agreement. No Waiver by Lender Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender No delay or omission on the part of Lender in exercising any right shalt operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender nor any course of dealing between Lender and Indemnitor shall constitute a waiver of any of Lender's rights or of any of Indemnitor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender Indemnitor hereby waives notice of acceptance of this Agreement by Lender I DOC #2020-0334957 Page 5 of 17 Jr *241' HAZARDOUS SUBSTANCES AGREEMENT Loan No• 5670348314 (Continued) Page 4 Non•Liability of Lender The relationship between Indemnitor and Lender created by this Agreement is strictly a debtor and creditor relationship and not fiduciary in nature nor Is the relationship to be construed as creating any partnership or joint venture between Lender and Indemnitor lndemnitor is exercising indemnitor's own judgment with respect to Indemnitor's business. All information supplied to Lender is for Lender's protection only and no other party is entitled to rely on such information. There is no duty for Lender to review inspect, supervise or inform Indemnitor of any matter with respect to Indemnitor's business. Lender and Indemnitor intend that Lender may reasonably rely on all information supplied by Indemnitor to Lender together with all representations and warranties given by Indemnitor to Lender without investigation or confirmation by Lender and that any investigation or failure to investigate will not diminish Lender's right to so rely Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier or if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Indemnitor agrees to keep Lender informed at all times of Indemnitor's current address. Unless otherwise provided or required by law If there is more than one Indemnitor any notice given by Lender to any Indemnitor is deemed to be notice given to all Indemnitors. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal,invalid,or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law the illegality invalidity or unenforceability of any provision of this Agreement shall not affect the legality validity or enforceability of any other provision of this Agreement. Sole Discretion of Lender Whenever Lender's consent or approval is required under this Agreement,the decision as to whether or not to consent or approve shall be in the sole and exclusive discretion of Lender and Lender's decision shall be final and conclusive. Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Indemnitor's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Indemnitor Lender without notice to lndemnitor may deal with Indemnitor's successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Indemnitor from the obligations of this Agreement or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code: Agreement. The word "Agreement' means this Hazardous Substances Agreement, as this Hazardous Substances Agreement may be amended or modified from time to time together with all exhibits and schedules attached to this Hazardous Substances Agreement from time to time Environmental Laws. The words"Environmental Laws mean any and all state,federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended, 42 U.S C Section 9601 et seq. ("CERCLA'), the Superfund Amendments and Reauthorization Act of 1986 Pub. L. No. 99-499 ("SARA"),the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq. the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. Chapters 6.5 through 7 7 of Division 20 of the California Health and Safety Code, Section 25100, et seq. or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Hazardous Substances. The words "Hazardous Substances' mean materials that, because of their quantity concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored disposed of generated, manufactured, transported or otherwise handled. The words 'Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances' also Includes,without limitation petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness' means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of extensions of modifications of consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Indemnitor's obligations or expenses incurred by Lender to enforce Indemnitor's obligations under this Agreement, together with interest on such amounts as provided in this Agreement. Lender The word "Lender"means Pacific Premier Bank,its successors and assigns. Note. The word "Note means the Note dated August 27 2020 and executed by Redlands Armory LLC in the principal amount of DOC #2020-0334957 Page 6 of 17 *24.f_ HAZARDOUS SUBSTANCES AGREEMENT Loan No' 5670348314 (Continued) Page 5 $802,257 00. together with all renewals of extensions of modifications of refinancings of consolidations of and substitutions for the note or credit agreement. Occupant. The word 'Occupant' means Individually and collectively all persons or entities occupying or utilizing the Property whether as owner tenant,operator or other occupant. Property The word 'Property' means all of Indemnitor's right, title and interest in and to all the Property as described in the 'Property Description' section of this Agreement. Real Property The words 'Real Property' mean the real property interests and rights,as further described in this Agreement. Related Documents. The words "Related Documents' mean all promissory notes credit agreements, loan agreements,environmental agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT,AND EACH AGREES TO ITS TERMS. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS AGREEMENT EFFECTIVE. THIS AGREEMENT IS DATED AUGUST 27,2020 BORROWER: REDLAND • 'IRY LLC By Donn R. rends,Ma ager o Redlands Armory LLC DOC #2020-0334957 Page 7 of 17 `241 HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348314 (Continued) Page 6 GUARA 0 X Donn . nda,In vid Ily Jan . enda,Individually DONN AND G/,fRENDA 18 TR STD TED JANUARY 9,2018 � !KE Of glom Janet Ganda 2018 Trust dated January ' 0 Janet �' /Trustee of Donn and Janet Grenda 2018 Trust dated January 9,2' C. 2018 SO'ARA FRCFERTY TRUST DATED JANUARY 2, 2018 C. Grenda, Trustee Janet C. Grenda 2018 Separate Property Trust January 2,2018 STATISTI BY Dam StatIstica Inc. Janet C. •Secretary of Research,Inc. LENDER PACIFIC PREMIER BANK X ---Ai(j14)P.----- iii , 1b -ijh1 1s-hUP1Sr Rr- olio Nvia%r DOC #2020-0334957 Page 8 of 17 1011 `241 HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348314 (Continued) Page 7 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF WN 3 )SS COUNTY OF `d�/JSto'ky V ) On C� 3 1 ,20O before me, NV' - 54 1A'0 01-,(M.- . 0 MU 1"wv1` (here insert name and title of ttfe officer) personally appeared Donn R. Grenda, who proved to me on the basis of satisfactory evidence to bee person(s)whose names ire subscribed t.te within instrument and acknowledged to me that he/they executed the same in her/their authorized capacity(ies), and that by i er/their signature(s)on the instrument the person((''s,,or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. •• ock JtHO�q�,/e A O . • • • WITNESS my hand and official seal. NOTARY PUBLIC ID No.116979 Commission Expires Jul 10.2024 Signature4\116\CON____,CS- `r'rgT �\QQ� (Seal) c.4c.OF mis.\Zscl �,,SOTOCt ` DOC #2020-0334957 Page 9 of 17 1 Fli ' '241' HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348314 (Continued) Page 8 • CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF 1 A,? ) 6to jSS COUNTY OF ^� 1 .-�11 `` `, -- ,-� f• _ w' �1� On S. '' 7 ` ,20 v " before me, 6�ie-t`t(A �'�.7�J,Q1 ' i A 1-O IA • __""O'L (here insert name and title of the officer) J personally appeared Donn R. Grenda, who proved to me on the basis of satisfactory evidence to be a person(s)whose name(s re subscribed tope within instrument and acknowledged to me tha he/they executed the same irer/their authorized capacity(ies), and that by Sis le signature(s)on the instrument the person or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Itoir `‘oock?PJH04/41 /.� O WITNESS my hand and official seal. /��� NOTARY PUBLIC OtAj Commission ExpiresSi nature ( J+ Jul 10.2024 (Seal) •, �� //,SOTO C ` DOC #2020-0334957 Page 10 of 17 "241" HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348314 (Continued) Page 9 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF ►' " 'J ) �Q �,^ )SS COUNTY OF �"' a V ) On 3 1 ,20 CJ" before me, re e.--, (here insert name and-title of the officer) personally appeared Janet C. Grenda, who proved to me on the basis$Latisfactory evidence to be the rson(s)whose name( are subscribed to th ithin instrument and acknowledged to me that he/slle1fhey executed the same in hi their authorized capacity(les), and that by hi their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. `‘O0ati\A JHOwA'QO,: • • WITNESS my hand and official seal. NOTARY PUBLIC • ID No.116979 - Commission Expires c.6:01210 � Jul10.2024 • Signature I {, _ ' �'f i �� QQ` : (Seal) • 9rF 0 OF miSS�Sy i IT,SOTO CO `"111110 � DOC #2020-0334957 Page 11 of 17 241' HAZARDOUS SUBSTANCES AGREEMENT Loan No: 5670348314 (Continued) Page 10 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF ,J w ;SS COUNTY OF �c l--0 On -3 l ,20 before me, NOtr'tiN I— ` �'4 -a-rdl PO- 15,1; (here insert name and title of th&officer) personally appeared Donn R. Grenda, who proved to me on the b4slsof satisfactory evidence to be,the person(s)whose name(s) re subscribed to a within instrument and acknowledged to me thatt be/ he/they executed the same in, j her/their authorized capecity(ies_), and that by i1hher/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY CF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. • NOTARY PUBLIC ID No.116979 Commission Expires Jul 10.2024 1� �( -� ▪ s `\�Signature jV APA— 0( .� : �r QQ� (Seal ) 11 ', �of om„?Z�t ',,,SOTO r 1 % DOC #2020-0334957 Page 12 of 17 *241* HAZARDOUS SUBSTANCES AGREEMENT Loan No: 5670348314 (Continued) Page 11 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness.accuracy or validity of that document. STATE OF SS COUNTY OF CO 410 ) On ` ,20 before me, 14 `a' 0-tC& J NON'et ' k 1i/v (here insert name and title of(he officer) personally appeared Janet C. Grenda, who proved to me on the basis satisfactory evidence to be the erson(s)whose name(s)Dare subscribed to th thin instrument and acknowledged to me that he// they executed the same in hit heir authorized capacity(ies), and that by his/ er eir signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct 44) � O . WITNESS my hand and official seal. NOTARY PUBLIC ▪ ID No.116979 - Commission Expires Jul 10.2924 • Signature :::6it121 sD491Ad � QQ� (Seal) `T OF GISNS��s DOC #2020-0334957 Page 13 of 17 *241 HAZARDOUS SUBSTANCES AGREEMENT Loan No. 5670348314 (Continued) Page 12 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy or validity of that document. STATE OF VNC1S ;SS COUNTY OF r3N.Ikl0 On s7 ,20-7-0 before rne, v k'CEo-61 4vA- 1/A-V1u (here insert name and title df the officer) personally appeared Janet C. Grenda, who proved to me on the basis of satisfactory evidence to be the • (s)whose name(sabre subscribed to the within instrument and acknowledged to me that healthey executed the same In hi a,111-heir authorized capaclty(ies), and that by his 1P/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. O WITNESS my hand and official seal. •▪ NOTARY PUBLIC ▪ ID No.116979 Commission Expires Jul 10.2024 • (Seal) Signature s Qe tee, as OF M t SS‘Z_t6 \• '07 SOTO COkr‘.` r DOC'#2020-0334957 Page 14 of 17 , ll ' *241* HAZARDOUS SUBSTANCES AGREEMENT Loan No. 56703483/4 (Continued) Page 13 V CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF leY\ ) �� )SS COUNTY OF ��`�"SoXc' ) On S 7 1 20 "al° before me,Y rr. r0. \AOO laid N b lZ "'9'� (here in$el't name and title of the officer)J personally appeared Donn R. Grande, who proved to me on the ba ' of satisfactory evidence to berme person(s)whose names) re subscribed to the within instrument and acknowledged to me tha he/they executed the same inter/their authorized capacity(ies), and that be/her/their signature(s)on the instrument the person s, or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. m • o�MAJHOtygR ` o�• : WITNESS my hand and official seal. NOTARY PUBLIC _ ID No.116979 Commission Expires Si nature1Jk1t4_5Ot"td Jul t0.2024 (Seal) 9 i �y�. �QQ g M t 1 DOC #2020-0334957 Page 15 of 17 *241 HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348314 (Continued) Page 14 1 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF � J ) COUNTY OF '� ?1)C. AV )SS On ' 31 ,20 a0 before me, N Otte.&(5 4-4%-g, i���& P O (here insert name and title of'the officer) personally appeared Janet C. Grenda, who proved to me on the basiukk satisfactory evidence to be the rson(s)whose name(sre subscribed tot ithin instrument and acknowledged to me that he( they executed the same in bi er heir authorized capacity(ies), and that by his �e heir signature(s)on the instrument the person(s),or the entity upon behalf of which t e person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. :``aO�ti•�A J'HO A'O e' wp/ WITNESS my hand and official seal. NOTARY PUBLIC ID No.116979 Commission Expires Jul 10.2024 (Seal) Signature .. -9. \QQ' 'i G�C OF MISS\.?e�tl I SOTO I � I/.'A1.\ DOC #2020-0334957 Page 16 of 17 241* HAZARDOUS SUBSTANCES AGREEMENT Loan No 5670348314 (Continued) Page 15 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF Li7,11-/YIi( `r ) Li //`e, 0/L _'_.-. )SS COUNTY OF ) 1 On SePierniX6K 3 ,20 before me SII I kid 1 Oi 4 f rioLVV a�11c / (here insert name and title of the office) personally appeared (7p4 " Pd kVt �� , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within i��trument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the , person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. a , SYLINDA ROZUK WITNESS my hand and o ci I 'f z Notary Public California �x Riverside County f `�,i,lp; Commission#2271380 My Comm,Expires Jan 12,2023 Signature (Seal) LaserPro, Ver 20 1 40 065 Copr Finastra USA Corporation 1997 2020 All Rights Reserved. CA C:\LENDING\CFI\LPL\G210.FC TR 12917 PR 163 DOC #2020-0334957 Page 17 of 17 f' Exhibit"A" Legal Description \. Real property in the City of Redlands, County of San Bernardino, State of California, described as follows. THAT PORTION OF BLOCK 28, OF BARON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFONIA, AS PER PLAT RECORDEDIN BOOK 6 OF MAPS, PAGE 19 THEREOF, RECORDS OF SAID COUNTY, PARTICULARY DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE WEST LINE OF TEXAS STREET, 80 FEET WIDE, DISTANCE THEREON SOUTH 1 DEG. 00'07" EAST 460 FEET FROM THE SOUTH LINE OF COLTON AVENUE, 80 FEET WIDE, AS SAID TEXAS STREET AND COLTON AVENUE ARE SHOWN ON SAID MAP, THENCE SOUTH 88 DEG 59' 51" WEST 303 95 FEET TO A NON-TANGENT CURVE HAVING A RADIUS OF 3,500 FEET AND BEING CONCAVE NORTHERLY, THENCE WESTERLY ALONG SAID CURVE FROM A TANGENT BEARING NORTH 70 DEG. 59'54"WEST, THROUGH AN ANGLE OF 5 DEG. 17'28", AN ARC DISTANCE OF 323 22 FEET TO THE WEST LINE OF THE NORTHEAST 1/4 OF SAID LOT OR BLOCK 28, THENCE ALONG SAID WEST LINE , SOUTH 0 DEG 01 45 EAST 220.27 FEET TO THE SOUTHWEST CORNER OF SAID NORTHEAST 1/4 , THENCE NORTH 89 DEG 38'25"EAST 619.85 FEET TO SAID WEST LINE OF TEXAS STREET, THENCE ALONG SAID WEST LINE, NORTH 1 DEG 00'07"WEST 159 66 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA AS DESCRIBED IN A GRANT DEED RECORDED JULY 07, 1988 AS INSTRUMENT NO 88-213391 OF OFFICIAL RECORDS. " i i,"AJOVE LEGAL D►iSCR1P1lOi'.IS!--N iH SOLE PUR2f1S1 rIF T1-115 RZPunT '+ls!D (.04SIO".EU FOR USE IN Ar,Y POLICY I{SSUwU i37 jAPY 4!D IS SUb.i ;:I v U wAr .tsr. M; [ • APN 0169-121-06 and 0169-121-10 Recording Requested By First American Title Insurance Company Electronically National Commercial Services,Ontario,CA Recorded in Official Records County of San Bernardino RECORDING REQUESTED BY Bob Dutton Assessor-Recorder-County Clerk AND WHEN RECORDED MAIL DOCUMENT TO: DOC# 2020-0334958 NAME Pacific Premier Bank 09/09/2020 Titles. 1 Pages:J9v STREET 17901 Von Karman Avenue 08:37 AM ADDRESS SAN Fees $38.00 Suite, 1200 Taxes $0.00 CITY STATE ZIP CODE Irvine, CA 92614 C9229 CA SB2 Fee 0.00 Total $38.00 kCs—I00 --ll 1-- 007—I SPACE ABOVE FOR RECORDER'S USE ONLY Subornation Agreement Title of Document Pursuant to Senate Bill 2—Building Homes and Jobs Act(GC Code:Secti on 27 88.1),effective January 1, 2018,a fee of seventy- five dollars($75.00)shall be paid at the time of recording of every`real estate instrument,paper,or notice required or permitted by law to be recorded,except those expressly exempted frorn`payment of recording fees, per each single transaction per parcel of real property The fee imposed by this section shall not exceed two hundred twenty-five dollars($225.00). Reason for Exemptionr-----%-"k-oi of r rik �xempt from fee per GC 27388.1 recorded in connection with a transfer subject to the imposition of documentary transfer tax (DTT),or n' Exempt from fee per GCi27388.1 recorded inkconnection with a transfer of,real property that's a residential dwelling to an ..7w/'ri. {eNht.6. U«'. :.Z.. 1*.A4r= dr JI. owner-occupier or AJ4 I 1 I Exempt from fee per GC 27388.1 recorded in connection with a transfer that_was subject too documentary transfer tax which was paid on document recorded+previously on (date) as document number \ i of Official Records. (Cap.$225.00) �` rn Exempt from fee per GC 27388.1s'ffe'e—capp•of$225.00 reached, and/or-- -- --1-.3.)-'"- FT Exempt from fee per GC 27388.1 not related,o real property t `•�4 ?,..-4,£i., ... I '''),/-7,Z0-t t. Failure to include an exemption reason�e ul n the imposition of the$75.00 Building Homes and Jobs Act fee. Fees collected are deposited to the State and may not be available for refund. ' r '1. "`r'�,it -ks.,,,,..4,02.,., ., . v , ,...., .,, .t:, , c:,:,!no`,...711,4 .\ s� j+�_, S , r-� - ` S.-- ri• itv ‘t..\\‘..i...8,5y1 THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) DOC #2020-0334958 Page 2 of 9 RECORDING REQUESTED BY ATTN Loan Servicing Dept. 17901 Von Karman Avenue Suite 1200 Irvine,CA 9261 WHEN RECORDED MAIL TO. ATTN Loan Servicing Dept. 17901 Von Karman Avenue Suite 1200 Irvine,CA 9261 • PACIFIC PREMIER BANK • ATTN Loan Servicing Dept. 17901 Von Karman Avenue Suite 1200 Irvine,CA 92614 Loan Number. 5670348412 111111111111111111 *445* SUBORDINATION AGREEMENT (FOR LEASE) NOTICE. THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT .4LurtiEx09 0 UaS-eS THIS SUBORDINATION AGREEMENT(the "Subordination") is made as of the 27th day of August,2020,by and among PACIFIC PREMIER BANK ("Lender"), Redlands Armory, LLC ("Owner"), owner of the real property described in Exhibit "A" hereto ("Real Property"),and Statistical Research, Inc.("Lessee"), lessee of the portion of the Real Property under that certain Lease Agreement dated September 1,2020("Lease"). RECITALS. A. Lender has made, or intends to make,a loan to Owner(the 'Loan")which shall be,or is, secured by a deed of trust(the"Deed of Trust")against the Real Property B It is a condition precedent to Lender's granting of the Loan that the Deed of Trust unconditionally constitute and remain at all times during the period that the Loan remains outstanding a lien or charge against the Real Property of a priority that is senior and superior to all rights and interests arising under or conveyed by the Lease or any sublease arising thereunder and all liens encumbering such Lease or any such sublease. C. Lender is willing to make the Loan provided that Lessee specifically and unconditionally subordinates the Lease and any sublease thereunder and all rights and interests arising therefrom,to the lien and charge of the Deed of Trust. D It is to the mutual benefit of the parties hereto that Lender make the Loan to Owner and Lessee understands and intends that Lender will rely on this Subordination in agreeing to make the Loan. NOW THEREFORE, in consideration of the mutual covenants and promises of the parties herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby declared,understood,and agreed as follows. 1 Subordination. Lessee hereby unconditionally subordinates the Lease,together with all rights and interests arising therefrom, to the lien and charge of the Deed of Trust, which, from and after this Subordination, shall be senior and superior to all rights and interests arising from the Lease and all subleases thereunder DOC #2020-0334958 Page 3 of 9 n IEIIIlIII®�InBI1 *445* Loan Number.5610348412 Page 2 of 8 2. Entire Agreement. This Subordination shall constitute the complete, final and only agreement of the parties with regard to the subordination of the Lease and all subleases thereunder to the lien and charge of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the relative priority of the Lease or any sublease thereunder and the Deed of Trust, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease or Deed of Trust which provide for the subordination of the lien or charge thereof to any other deed or deeds of trust or to any other mortgage or mortgages. 3 Lessee's Acknowledgment. Lessee declares,agrees,and acknowledges that: 3 1 Prior to the date hereof,Lessee has received a copy of the form of the Deed of Trust and has read and understands the terms and conditions of such document; 3.2 Lessee ratifies, confirms, consents to and approves(i)all provisions of the Deed of Trust,and (ii) all agreements, including, without limitation, any loan or escrow agreement between Owner and Lender relating to the disbursement of the proceeds of the Loan; 3.3 Lender, in making disbursements under the Loan,is under no obligation or duty to,nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in the Loan documents, including, without limitation, the Deed of Trust, shall not defeat the Subordination effected hereby, whether in whole or in part; 3 4 Lessee understands that in reliance upon the Subordination effected hereby, specific loans and advances are being and will be made by Lender and specified monetary and other obligations are being and will be incurred which would not be made or incurred but for the reliance of Lender and Owner upon this Subordination; 3 5 There has been placed upon the Lease an endorsement to the precise effect that all rights and interests arising under such Lease have,by this Subordination, been subordinated to the lien and charge of the Deed of Trust. 3.6 In entering into this Subordination, Lessee covenants and agrees to attorn to and to accept Lender or Lender's assignee,successor,or assign or any purchaser from Lender or from its trustee under the Deed of Trust in a foreclosure sale as lessor under the Lease,and to be bound by and to perform all of the obligations imposed by the Lease upon Lessee including, without limitation, the payment of rent to the successor of Lessor therein. Lessee further agrees to make rental payments directly to Lender in the event that Lender notifies Lessee that Lessor/Owner hereunder is in default in any term or condition of the obligations secured by the Deed of Trust. Notwithstanding the foregoing, however,Lessee recognizes and agrees that Lender has not committed,upon any foreclosure of the lien of the Deed of Trust, to recognize the validity of the Lease and that the purchaser of the Real Property at any foreclosure sale shall have the right, in its sole and absolute discretion,to ratify and accept the Lease or to reject and terminate the same as it chooses. 4 Miscellaneous. 4 I Independent Advice. Each party hereto represents that it has had the opportunity to seek legal counsel.and is executing this Subordination voluntarily and of that parry's own free will Each of the parties hereto DOC #2020-0334958 Page 4 of 9 111111111111 *445* Loan Number 5670348412 Page 3 of 8 represents and warrants that each has the full right and authority to enter into this Subordination and that the persons executing this Subordination on behalf of said party has the full right and authority to commit fully and bind each party according to the provisions thereof. 4.2 No Reliance. Each party hereto warrants and acknowledges that prior to the execution of this Subordination, they each apprised themselves of sufficient relevant data, either through experts or through other sources of their own selection in order that they might intelligently exercise their own judgment in deciding whether to execute and decide on the contents of this Subordination. The parties further warrant and acknowledge that their decisions were not based on,influenced by, or induced by,any declaration or representation whatsoever of any other party, or the officers, directors, shareholders, employees, agents, or attorneys-in-fact or at law, of any other party, and that this Subordination was not executed in reliance on any such declaration or representation except as otherwise expressly provided herein. 4.3 Successors. This Subordination shall be binding upon, and inure to the benefit of the parties hereto and their respective successors,heirs,and assigns. 4 4 Further Assurances. The parties hereto agree to execute any and all other documents and instruments in writing, which may be reasonably necessary or proper to effectuate and carry out the purpose of this Subordination. 4.5 Counterparts. This Subordination may be executed in one or more counterparts which together shall constitute a single agreement,and each of which shall be an original for all purposes. 4.6 Time. Time is of the essence of this Subordination. 4 7 Covernina•Law This Subordination shall be governed by,and construed in accordance with,the laws of the State of California. 4.8 Attorneys' Fees. Should any proceeding be instituted to enforce or interpret the terms of any of the provisions contained herein, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys'fees and costs. 4 9 Headings. The headings or titles of this Subordination shall have no effect upon the construction or interpretation of any part hereof 4 10 Severability If any term or provision of this Subordination, the deletion of which would not adversely affect the receipt of any material benefit by either party hereunder, shall be held invalid or unenforceable to any extent,the remaining terms,conditions,and covenants of this Subordination shall not be affected thereby,and each of said terms,covenants,and conditions shall be valid and enforceable to the fullest extent permitted by law 4 11 Inconsistencies. In the event of an inconsistency between the provisions of this Subordination,the Deed of Trust,and the Lease and any sublease derived therefrom,this Subordination shall prevail DOC #2020-0334958 Page 5 of 9 INIUg *445* Loan Number 5670348412 Page 4 of 8 NOTICE. THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE SUBJECT PROPERTY IN WITNESS WHEREOF,the parties hereto execute this Subordination as of the date first written above. LENDER. PACIFIC PREMIER BANK By. Auth e S��,7-.g i� l I pri5hf Is4- VP/Sr 4Tor+-co I t o M41,1 4r OWNER. REDLAN S ORY, By. Donn .Grenda, anager of Redlands Armory, LLC LESSEE. STATISTIC RESEARCH,INC. By. Do en a,President of Statis ' al Research,Inc. B . G ' a, Sec etary of Statistical Research,Inc DOC #2020-0334958 Page 6 of 9 11111 III I III II *445* Loan Number 5670348412 Page 5 of 8 CERTIFICATE OF ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. STATE OF CALIFORNIA ) - )ss. COUNTY OF 'Q1 L`�6'Sj 'P ) 1 On Cipkf11°tI' 3 ,20 efore me, J 11 Vida-, i � , Notary Public,personally appeared L.-eF , /bI , who proved to me on the basis of satisfactory evidence to be the person(sNhose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. °• SYLINDA a; �. Notary PubticROZUK California WITNESS my hand and • icial sea. Riverside County E -+m Commission#2271380 "' My Comm.Expires Jan 12,20I3 Signature Seal) DOC #2020-0334958 Page 7 of 9 I1IUIIB111I III *445* Loan Number. 5670348412 Page 6 of 8 CERTIFICATE OF ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. STATE OFF 19-Y1 ss. COUNTY OF QQ,�o-w ) On S* - 31 ,20 Abe re me, N'Or 0... J A LD-4 t& Notary Public,personally appeared '00C1\ . k..0 4-- , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(.410; e subscribed to the within instrume and acknowledged to me tha e/ he/they executed the same ir&ter/their authorized capacity(ies), and that by is/ er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 11VAA -- 94S7AA) arVI-44 `�4, p'q,Q .�{Seal) NOTARY PUBLIC — ▪ ID No.116979 - —• Commission Exrires ▪ Jul 10.2024 r9 ,%OTC PFMISS\ V �; DOC #2020-0334958 Page 8 of 9 *445* Loan Number 5670348412 Page 7 of 8 CERTIFICATE OF ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. •Ar 4\— STATE OF.GtkLt M � ss. ` n COUNTY OF . So ) On 3 I 20aO before me, 148Crw\4- T`o , Notary Public,personally appeared Jar-l;1r (' , loc-er, , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)care subscribed to the within instrument and acknowledged to me that he6ithey executed the same in hire/their authorized capacity(ies), and that by higV/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 4't'19t1)OrAd (Seal) NOTARY PUBLIC ID No.116979 Commission Expires Jul 10.2024 • I,• �▪ T-1/S QQ.' #i ��aFMISS\`;t: DOC #2020-0334958 Page 9 of 9 Exhibit "A" Legal Description Real property in the City of Redlands, County of San Bernardino, State of California, described as follows. THAT PORTION OF BLOCK 28, OF BARON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFONIA, AS PER PLAT RECORDEDIN BOOK 6 OF MAPS, PAGE 19 THEREOF, RECORDS OF SAID COUNTY, PARTICULARY DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE WEST LINE OF TEXAS STREET, 80 FEET WIDE, DISTANCE THEREON SOUTH 1 DEG. 00'07" EAST 460 FEET FROM THE SOUTH LINE OF COLTON AVENUE, 80 FEET WIDE, AS SAID TEXAS STREET AND COLTON AVENUE ARE SHOWN ON SAID MAP, THENCE SOUTH 88 DEG 59' 51" WEST 303 95 FEET TO A NON-TANGENT CURVE HAVING A RADIUS OF 3,500 FEET AND BEING CONCAVE NORTHERLY, THENCE WESTERLY ALONG SAID CURVE FROM A TANGENT BEARING NORTH 70 DEG. 59'54"WEST, THROUGH AN ANGLE OF 5 DEG 17'28", AN ARC DISTANCE OF 323 22 FEET TO THE WEST LINE OF THE NORTHEAST 1/4 OF SAID LOT OR BLOCK 28, THENCE ALONG SAID WEST LINE , SOUTH 0 DEG. 01'45" EAST 220.27 FEET TO THE SOUTHWEST CORNER OF SAID NORTHEAST 1/4 , THENCE NORTH 89 DEG 38'25" EAST 619.85 FEET TO SAID WEST LINE OF TEXAS STREET, THENCE ALONG SAID WEST LINE, NORTH 1 DEG 00'07"WEST 159.66 FEET TO THE POINT OF BEGINNING EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA AS DESCRIBED IN A GRANT DEED RECORDED JULY 07, 1988 AS INSTRUMENT NO 88-213391 OF OFFICIAL RECORDS. —71 APN 0169-121-06 and 0169-121-10