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HomeMy WebLinkAboutD-2184 Broad Street Place - Delivery Assurance Multifamily Deed of Trust, Security Agreement and Fixture FilingRECORDING REQUESTED BY: First American Title Company WHEN RECORDED MAIL DOCUMENT TO: California Comm. Reinvestment Corp 100 West Broadway # 1000 Glendale, CA 91210 Attn: Renee Cooks "*This document was electronically submitted to San Luis Obispo County for recording" 2021018397 Tommy Gong San Luis Obispo - County Clerk -Recorder 03/10/2021 02:12 PM Recorded at the request of: FIRST AMERICAN TITLE COMPANY Titles:4 Pages:12 Fees: $89.00 Taxes: $0.00 Total: $89.00 Space Above This Line for Recorder's Use Only A.P.N.: 053-231-048 File No.: 4009-6127807 (LB) Property Address: 3720 Broad Street, San Luis Obispo, CA 93401 DELIVERY ASSURANCE MULTIFAMILY DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING Title of Document The undersigned declares that the document to which this page is affixed and made a part of is exempt from the fee imposed by the Affordable Housing & Job Act (SB2) (GC 27388.1) (XXX ) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of Documentary Transfer Tax per GC 27388.1 (a) (2). ( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner - occupier per GC 27388.1 (a) (2). () Maximum fee of $225 has been reached per GC 27388.1 (a) (1). () Not related to real property GC 27388.1 (a) (1). D-2184 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: California Community Reinvestment Corporation 100 West Broadway Suite 1000 Glendale, California 91210 Attention: Renee Cooks APN: 053-231-048 Space Above For Recorder's Use NOTICE: THIS INSTRUMENT SHALL AT ALL TIMES BE SUBJECT TO AND OF LOWER PRIORITY THAN THE LIENS ON THE MORTGAGED PROPERTY SET FORTH ON EXHIBIT B ATTACHED HERETO. DELIVERY ASSURANCE MULTIFAMILY DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING THIS DELIVERY ASSURANCE MULTIFAMILY DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this "Instrument"), dated as of March 4, 2021, is made by BROAD STREET PLACE, L.P., a California limited partnership ("Borrower"), having an address at c/o People's Self -Help Housing Corporation, 3533 Empleo Street, San Luis Obispo, California 93401, to FIRST AMERICAN TITLE INSURANCE COMPANY, as trustee ("Trustee"), for the benefit of CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation ("Lender"), having an address at 100 West Broadway, Suite 1000, Glendale, California, 91210. Borrower, in consideration of the Indebtedness (as defined below) and the trust created by this Instrument, irrevocably grants, conveys and assigns to Trustee, in trust, with power of sale, all of Borrower's right, title and interest (including, without limitation, all option, first refusal and similar rights, if any) in, to and under that certain real property located in the City of San Luis Obispo, County of San Luis Obispo, California, and described in Exhibit A attached to this Instrument, the improvements to be located thereon, the fixtures to be affixed thereto, the personalty related to the improvements located thereon, all current and future rights, including air rights, development rights, zoning rights and other similar rights or interests, easements, tenements, rights -of -way, strips and gores of land, streets, alleys, roads, sewer rights, waters, watercourses, and all appurtenances related to or benefiting the real property or the improvements, or both, and all rights -of -way, streets, alleys and roads which may have been or may in the future be vacated (collectively, the "Mortgaged Property"). TO SECURE TO LENDER the repayment of the principal of, interest on, and all other amounts due at any time under, that certain Promissory Note (Delivery Assurance Fee) of even date herewith (as amended, modified, renewed or restated, the "Note"), executed by Borrower and payable to the order of Lender, including default interest as provided in the Note, to protect the security of this Instrument (collectively, the "Indebtedness"). The Note and this Instrument have been entered into in connection with that certain Loan Purchase Agreement by and among Borrower, Lender and Bank of America, N.A., a national banking association ("Bank"), dated as of even date herewith (as amended, modified, renewed or restated, the "Loan Purchase Agreement"), pursuant to which Lender has committed, upon the terms and subject to the conditions set forth in the Loan Purchase Agreement, to purchase, on the Conversion Date (as defined therein), up to $1,980,000 in principal amount of that certain loan made by Bank to Borrower in the original principal amount of $16,490,000 (the "Loan)" as evidenced by that certain Construction and Permanent Loan Agreement executed as of even date herewith, by and between Borrower and Bank (the "Loan Agreement"). In consideration of Lender's commitment under the Loan Purchase Agreement, Borrower is obligated to deliver the Loan to Lender and Borrower promises to pay Broad Street Delivery Assurance Deed of Trust 4826-5790-7666 v.4 4900000.001457 Lender a Delivery Assurance Fee in accordance with the terms of the Note. All capitalized terms used in this Instrument which are not otherwise defined herein shall have the meanings given to them in the Loan Purchase Agreement. Borrower represents and warrants that Borrower is lawfully seized of the Mortgaged Property and has the right, power and authority to grant, convey and assign the Mortgaged Property, and that the Mortgaged Property is unencumbered, except for that certain Construction and Permanent Deed of Trust, with Assignment of Leases and Rents, Security Agreement, and Fixture Filing (Affordable Housing - California), dated as of even date herewith, made by Borrower for the benefit of Bank encumbering the Mortgaged Property (the "Loan Deed of Trust"), and such other mortgages, affordability and use restrictions and covenants as have been previously disclosed to and approved by Lender, including without limitation, those set forth in Exhibit B attached hereto. Borrower covenants that Borrower will warrant and defend generally the title to the Mortgaged Property against all claims and demands, subject to any easements, restrictions and other matters listed in a schedule of exceptions to coverage in any title insurance report delivered to Lender substantially contemporaneously with the execution and recordation of this Instrument and the Loan Deed of Trust. 1. Payment of Indebtedness. Borrower shall pay the Indebtedness when due in accordance with the terms of the Note and shall perform, observe and comply with all other provisions of the Note. 2. Exculpation. Borrower's personal liability for payment of the Indebtedness and for performance of the other obligations to be performed by it under this Instrument is limited in the manner, and to the extent, provided in the Note. 3. Application of Payments. If at any time Lender receives, from Borrower or otherwise, any amount applicable to the Indebtedness which is less than all amounts due and payable at such time, then Lender may apply that payment to amounts then due and payable in any manner and in any order determined by Lender, in Lender's discretion. Neither Lender's acceptance of an amount which is less than all amounts then due and payable nor Lender's application of such payment in the manner authorized shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding the application of any such amount to the Indebtedness, Borrower's obligations under this Instrument and the Note shall remain unchanged. 4. Protection of Lender's Security. (a) If Borrower fails to perform any of its obligations under this Instrument or the Note, or if any action or proceeding is commenced which purports to affect the Mortgaged Property, Lender's security or Lender's rights under this Instrument, including but not limited to, eminent domain or condemnation, insolvency, code enforcement, civil or criminal forfeiture, enforcement of laws, fraudulent conveyance or reorganizations or proceedings involving a bankrupt or decedent, then Lender at Lender's option may make such appearances, disburse such sums and take such actions as Lender reasonably deems necessary to perform such obligations of Borrower and to protect Lender's interest, including payment of fees and out-of-pocket expenses of attorneys, accountants, inspectors and consultants. (b) Any amounts disbursed by Lender under this Section 4, or under any other provision of this Instrument that treats such disbursement as being made under this Section 4, shall be added to, and become part of, the principal component of the Indebtedness, shall be immediately due and payable and shall bear interest from the date of disbursement until paid at the Default Rate (as defined in the Note). (c) Nothing in this Section 4 shall require or obligate Lender to incur any expense or take any action. 5. Liens: Encumbrances. Borrower acknowledges that the grant, creation or existence of any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (a "Lien") 2 Broad Street Delivery Assurance Deed of Trust 4826-5790-7666 v.4 4900000.001457 on the Mortgaged Property (other than the lien of this Instrument, the Loan Deed of Trust, liens for taxes not yet due and payable; and such mortgages, affordability and use restrictions and covenants as have been previously disclosed to and approved by Lender, or are otherwise approved by Lender in its sole discretion), whether voluntary, involuntary or by operation of law, and whether or not such Lien has priority over the lien of this Instrument, constitutes an Event of Default (as defined in Section 6, below). 6. Event of Default. Any failure by Borrower to pay or deposit when due any amount required by the Note or this Instrument shall constitute an "Event of Default" under this Instrument. To the extent Borrower does not comply with any term or condition of this Instrument, then, before any Event of Default shall occur hereunder, The Banc of America Housing Fund XIV Limited Partnership, LLLP, a Maryland limited liability limited partnership, in its capacity as the "Investor Limited Partner" in Borrower, shall receive written notice of Borrower's failure to comply and Investor Limited Partner shall have the right, but not the obligation, within thirty (30) days of receipt of written notice of Borrower's failure to comply, to cure any such failure to comply. Lender agrees to accept any such cure tendered by Investor Limited Partner on behalf of Borrower. 7. Acceleration: Remedies. (a) If an Event of Default has occurred and is continuing, Lender, at Lender's option, may declare the Indebtedness to be immediately due and payable without further demand, and may invoke the power of sale and any other remedies provided in this Instrument, the Note or otherwise permitted by California law. Borrower acknowledges that the power of sale granted in this Instrument may be exercised by Lender without prior judicial hearing. Lender shall be entitled to collect all costs and expenses incurred in pursuing such remedies, including attorneys' fees, costs of documentary evidence, abstracts and title reports. (b) If the power of sale is invoked, Lender shall execute a written notice of the occurrence of an Event of Default and of Lender's election to cause the Mortgaged Property to be sold and shall cause the notice to be recorded in each county in which the Mortgaged Property or some part of the Mortgaged Property is located. Trustee shall give notice of default and notice of sale and shall sell the Mortgaged Property according to California law. Trustee may sell the Mortgaged Property at the time and place and under the terms designated in the notice of sale in one or more parcels and in such order as Trustee may determine. Trustee may postpone the sale of all or any part of the Mortgaged Property by public announcement at the time and place of any previously scheduled sale. Lender or Lender's designee may purchase the Mortgaged Property at any sale. At the sale, Lender shall be entitled to credit bid, or to instruct Trustee, on behalf of Lender to credit bid, up to and including the entire amount of the Indebtedness plus Trustee's fees and expenses. Trustee shall deliver to the purchaser at the sale, within a reasonable time, but in any event within ten (10) calendar days, after the sale, a deed conveying the Mortgaged Property so sold without any express or implied covenant or warranty. The recitals in Trustee's deed shall be prima facie evidence of the truth of the statements made in those recitals. Trustee shall apply the proceeds of the sale in the following order: (i) to all costs and expenses of exercising the power of sale, including the payment of Trustee's fees and attorneys' fees and costs of title evidence; (ii) to the Indebtedness in such order as Lender, in Lender's discretion, directs; and (iii) the excess, if any, to the person or persons legally entitled to the excess. Forbearance. (a) Lender may (but shall not be obligated to) agree with Borrower, from time to time, and without giving notice to, or obtaining the consent of, or having any effect upon the obligations of, any guarantor or other third party obligor, to take any of the following actions: extend the time for payment of all or any part of the Indebtedness; reduce the payments due under this Instrument, the Note or any other Loan Document; release anyone liable for the payment of any amounts under this Instrument, the Note or any other Loan Document; accept a renewal of the Note; modify the terms and time of payment of the Indebtedness; join in any extension or subordination agreement; release any Mortgaged Property; take or release other or additional security; modify the rate of interest or period of amortization of the Note; and otherwise modify this Instrument, the Note or any other Loan Document. 3 Broad Street Delivery Assurance Deed of Trust 4826-5790-7666 v.4 4900000.001457 (b) Any forbearance by Lender in exercising any right or remedy under the Note, this Instrument or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any other right or remedy. The acceptance by Lender of payment of all or any part of the Indebtedness after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of Lender's right to require prompt payment when due of the Indebtedness. 9. Remedies Cumulative. Each right and remedy provided in this Instrument is distinct from all other rights or remedies under this Instrument or any other Loan Document or afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently, or successively, in any order. 10. Loan Charges. If any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower is interpreted so that any charge provided for in this Instrument or the Note, whether considered separately or together, violates that law, and Borrower is entitled to the benefit of that law, that charge is hereby reduced to the extent necessary to eliminate that violation. 11. Reconveyance. Upon payment of the Indebtedness, Lender shall release the Mortgaged Property and shall surrender this Instrument and the Note to Borrower or to the person or persons legally entitled to the Mortgaged Property. 12. Substitute Trustee. Lender, at Lender's option, may from time to time, by a written instrument, appoint a successor trustee, which instrument, when executed and acknowledged by Lender and recorded in the office of the Recorder of the county or counties where the Mortgaged Property is situated (the "Official Records"), shall be conclusive proof of proper substitution of the successor trustee. The successor trustee shall, without conveyance of the Mortgaged Property, succeed to all the title, power and duties conferred upon the Trustee in this Instrument and by California law. The instrument of substitution shall contain the name of the original Lender, Trustee and Borrower under this Instrument, the book and page where this Instrument is recorded, and the name and address of the successor trustee. 13. Governing Law; Consent to Jurisdiction and Venue. (a) This Instrument and the Note, shall The governed by the laws of the jurisdiction in which the Land is located (the "Property Jurisdiction"). (b) Borrower agrees that any controversy arising under or in relation to the Note, this Instrument, or any other Loan Document shall be litigated exclusively in the Property Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the Note, any security for the Indebtedness or any other Loan Document. Borrower irrevocably consents to service, jurisdiction and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 14. Waiver of Statute of Limitations. Borrower hereby waives the right to assert any statute of limitations as a bar to the enforcement of the lien of this Instrument or to any action brought to enforce the Note. 15. Further Assurances. Borrower shall execute, acknowledge, and deliver, at its sole cost and expense, all further acts, deeds, conveyances, assignments, estoppel certificates, financing statements, transfers and assurances as Lender may require from time to time in order to better assure, grant, and convey to Lender the rights intended to be granted, now or in the future, to Lender under this Instrument and the Note. 4 Broad Street Delivery Assurance Deed of Trust 4826-5790-7666 v.4 4900000.001457 16. Notice. (a) All notices, demands and other communications (each, a "notice") under or concerning this Instrument shall be in writing. Each notice shall be addressed to the intended recipient at its address set forth in this Instrument, and shall be deemed given on the earliest to occur of (1) the date when the notice is received by the addressee; (2) the first Business Day after the notice is delivered to a recognized overnight courier service, with arrangements made for payment of charges for next Business Day delivery; or (3) the third Business Day after the notice is deposited in the United States mail with postage prepaid, certified mail, return receipt requested. As used in this Section 16, the term "Business Day" means any day other than a Saturday, a Sunday or any other day on which Lender is not open for business. (b) Notices shall be delivered as follows: If to Trustor: Broad Street Place, L.P. c/o People's Self -Help Housing Corporation 3533 Empleo Street San Luis Obispo, California 93401 Attention: President & CEO With a copy to: Gubb & Barshay LLP 505 14th Street, Suite 450 Oakland, California 94612 Attention: Sarah C. Perez, Esq. If to Lender: California Community Reinvestment Corporation 100 W. Broadway Suite 1000 Glendale, California 91210 Attention: President Telephone: (818) 550-9803 Facsimile: (818) 550-9806 (c) Any party to this Instrument may change the address to which notices intended for it are to be directed by means of notice given to the other party in accordance with this Section 16. Each party agrees that it will not refuse or reject delivery of any notice given in accordance with this Section 16, that it will acknowledge, in writing, the receipt of any notice upon request by the other party and that any notice rejected or refused by it shall be deemed for purposes of this Section 16 to have been received by the rejecting party on the date so refused or rejected, as conclusively established by the records of the U.S. Postal Service or the courier service. 17. Sale of Note: Change in Servicer. The Note or a partial interest in the Note (together with this Instrument) may be sold one or more times without prior notice to Borrower. Notwithstanding the foregoing, Borrower may not assign this instrument, or any other document without the prior written consent of Lender. 18. Successors and Assigns. This Instrument shall bind, and the rights granted by this Instrument shall inure to, the respective successors and assigns of Lender and Borrower. 19. Joint and Several Liability. If more than one person or entity signs this instrument as Borrower, the obligations of such persons and entities shall be joint and several. 20. Relationship of Parties: No Third Party Beneficiary. The relationship between Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Instrument 5 Broad Street Delivery Assurance Deed of Trust 4826-5790-7666 v.4 4900000.001457 shall create any other relationship between Lender and Borrower. No creditor of any party to this Instrument and no other person shall be a third parry beneficiary of this Instrument or the Note. 21. Severability; Amendments. The invalidity or unenforceability of any provision of this Instrument shall not affect the validity or enforceability of any other provision, and all other provisions shall remain in full force and effect. This Instrument contains the entire agreement among the parties as to the rights granted and the obligations assumed in this Instrument. This Instrument may not be amended or modified except by a writing signed by the party against whom enforcement is sought. 22. Construction. The captions and headings of the sections of this Instrument are for convenience only and shall be disregarded in construing this Instrument. All Exhibits attached to or referred to in this Instrument are incorporated by reference into this Instrument. Any reference in this Instrument to a statute or regulation shall be construed as referring to that statute or regulation as amended from time to time. Use of the singular in this Instrument includes the plural and use of the plural includes the singular. As used in this Instrument, the term "including" means "including, but not limited to." 23. Fixture Filing. This Instrument is also a fixture filing under the California Uniform Commercial Code. 24. Waiver of Marshalling; Other Waivers. To the extent permitted by law, Borrower waives (a) the benefit of all present or future laws providing for any appraisement before sale of any portion of the Mortgaged Property, (b) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the Indebtedness and marshalling in the event of foreclosure of the lien created by this Instrument, (c) all rights and remedies which Borrower may have or be able to assert by reason of the laws of the State of California pertaining to the rights and remedies of sureties, (d) the right to assert any statute of limitations as a bar to the enforcement of the lien of this Instrument or to any action brought to enforce the Note or any other obligation secured by this Instrument, and (e) any rights, legal or equitable, to require marshalling of assets or to require upon foreclosure sales in a particular order. Lender shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided by this Instrument. Lender shall have the right to determine the order in which any or all portions of the Indebtedness are satisfied from the proceeds realized upon the exercise of the remedies provided by this Instrument. 25. WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER AND LENDER EACH (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS INSTRUMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. 26. Subordination. This Instrument is and shall remain subject and subordinate to the terms and lien of the Loan Deed of Trust, and such other mortgages, affordability and use restrictions and covenants set forth on Exhibit B, attached hereto and incorporated herein by reference, and all modifications, extensions or renewals thereof. The beneficiary under the Loan Deed of Trust is hereby made an express third party beneficiary of this Section 25. Without limiting the foregoing, Lender agrees that the lien of this Instrument shall be subordinate to any low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code) (the "Extended Use Agreement") recorded against the Mortgaged Property; provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Instrument or upon a transfer of the Mortgaged Property by instrument in lieu of foreclosure, in accordance with Section 42(h)(6)(F) of the Internal Revenue Code. Lender acknowledges and agrees that any default, event of default or breach (however such terms may be defined) under the Extended Use Agreement shall be an event of default under this Instrument, and that any costs, damages or other amounts, including reasonable attorneys' fees incurred by Lender as a 6 Broad Street Delivery Assurance Deed of Trust 4826-5790-7666 v.4 4900000.001457 result of any event of default by Borrower, and any amount paid to cure any default under the Extended Use Agreement shall be an obligation of Borrower and become part of the debt secured by this Instrument. Upon request when appropriate, Lender shall execute such documentation as is necessary to evidence the subordinate nature of this Instrument. 27. Disclosure of Information. Lender may furnish information regarding Borrower or the Mortgaged Property to third parties with an existing or prospective interest in the servicing, enforcement, evaluation, performance, purchase or securitization of the Indebtedness, including trustees, master servicers, special servicers, rating agencies, and organizations maintaining databases on the underwriting and performance of multifamily mortgage loans. Borrower irrevocably waives any and all rights it may have under applicable law to prohibit such disclosure, including any right of privacy. 28. No Change in Facts or Circumstances. All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate. [Remainder of Page Intentionally Left Blank] Broad Street Delivery Assurance Deed of Trust 4826-5790-7666 v.4 4900000.001457 IN WITNESS WHEREOF, Borrower has signed and delivered this Instrument or has caused this Instrument to be signed and delivered by its duly authorized representative, BORROWER: BROAD STREET PLACE, L.P., a California limited partnership By: Broad Street Place LLC, a California limited liability company, its General Partner By: People's Self -Help Housing Corporation, a California nonprofit public benefit corporation, its sole Member and Manager By: S� Morgen Benev do Executive Vice President S-1 Broad Street DelNery Assurance Deed of Trust 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 California ) r ) ss County of On 64kA , 2021 before me, L A , 9 i A r le "it) a Notary Public, personally appeared VI/l,BLOjywr - (SP,u a° U2ao , who proved to me on the basis of satisfactory evidence to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her their authorized capacity (ies), and that by his/her/their signature (s) on the instrument the person (s), or the entity upon behalf of which the person (s) acted, executed the instrument. I certify under 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 L. A. BERTRAND Notary Public - California _ San Luis Obispo County Commission - 2210707 My Comm. Expires Sep 16.2021 (Seal) Broad street Delivery Assurance Deed of Trust EXHIBIT A LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL A: PARCEL 3 OF PARCEL MAP SLO 13-0003, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED JANUARY 31, 2014 IN BOOK 77 OF PARCEL MAPS AT PAGES 16 AND 17. PARCEL B: A 40 FOOT PRIVATE ACCESS AND UTILITY EASEMENT OVER PARCEL 2 OF PARCEL MAP SLO 13-0003, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED JANUARY 31, 2014 IN BOOK 77 OF PARCEL MAPS AT PAGES 16 AND 17, AND AS DESCRIBED IN THAT CERTAIN GRANT OF EASEMENT AND AGREEMENT FOR COMMON DRIVEWAY AND UTILITIES RECORDED JANUARY 31, 2014, AS INSTRUMENT NO. 2014004065, PARCEL C AN EASEMENT FOR PEDESTRIAN ACCESS OVER A PORTION OF PARCEL 4 OF PARCEL MAP SLO13-0003, FILED IN BOOK 77 OF MAPS, PAGES 16 AND 17, SAN LUIS OBISPO COUNTY RECORDS AND MORE PARTICULARLY DESCRIBED IN THAT CERTAIN RECIPROCAL ACCESS EASEMENT AGREEMENT, WHICH ALSO CONTAINS PROVISIONS FOR PARKING AS DESCRIBED THEREIN, RECORDED MARCH 8, 2017, AS INSTRUMENT NO. 2017010455, OFFICIAL RECORDS, SAN LUIS OBISPO COUNTY. PARCEL D: EASEMENTS AS CREATED IN THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS, RECORDED FEBRUARY 19, 2014, AS INSTRUMENT NO. 2014006630 SAN LUIS OBISPO COUNTY RECORDS. PARCEL E: AN EASEMENT FOR UNDERGROUND UTILITIES AS CREATED IN THAT CERTAIN EASEMENT AGREEMENT IN FAVOR OF PEOPLE'S SELF-HELP HOUSING CORPORATION, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION, RECORDING CONCURRENTLY HEREWITH. APN: 053-231-048 A-1 Broad Street Delivery Assurance Deed of Trust 4826-5790-7666 v.4 4900000.001457 EXHIBIT B PRIOR AND SUPERIOR LIENS (RECORDING CONCURRENTLY HEREWITH) 1. Loan Deed of Trust 2. Subordinate Deed of Trust, Deed of Trust Covenants, Assignment of Rents, Security Agreement and Fixture Filing dated as of March 5, 2021, executed by Borrower for the benefit of the City of San Luis Obispo (the "City"). 3. Subordinate Deed of Trust, Deed of Trust Covenants, Assignment of Rents, Security Agreement and Fixture Filing dated as of March 5, 2021, executed by Borrower for the benefit of the City. 4. Affordable Housing Rental Restriction Agreement and Declaration of Restrictive Covenants dated as of March 5, 2021, by and between the City and Borrower. 5. County CDBG Deed of Trust and Security Agreement dated as of February 20, 2021, executed by Borrower for the benefit of the County of San Luis Obispo (the "County"). 6. County CDBG Regulatory Agreement and Restrictive Covenants dated as of February 20, 2021, by and between the County and Borrower. B-1 4826-5790-7666 v.4 4900000.001457 Broad Street Delivery Assurance Deed of Trust