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HomeMy WebLinkAboutD-2039 214 Highland Drive, Affordable Housing Fund Deed of Trust 511600497.RB Fidelity National Title CoRecorded for the Benefit of the City of San Luis Obispo at No Fee Under Section 27383 of the Government Code 5 (((. Uv 49 7- • x43 The undersigned declare that there is no documentary transfer tax on this matter. SUBORDINATE DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS SUBORDINATE DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Deed of Trust") is made as of this Andday of ber, 2016, by Sharon Wood ("Trustor"), the owner of the real property described herein below, whose address is: 214 Highland Drive, San Luis Obispo, California *�fia Kati t - To [ _ Rae( l�i�, 71 -1P, (21). 1 ("Trustee") in favor of the CITY OF SAN LUIS OBISPO, a municipal corporation, whose address is 990 Palm Street, San Luis Obispo, California 93401 ('Beneficiary"). WHEREAS, Trustor owns certain real property described as 214 Highland Drive in the City of San Luis Obispo, County of San Luis Obispo, State of California, as shown on the map recorded in Book 5 of Maps at Page 98, in the office of the County Recorder of said county, on which is further described in Exhibit A ("the Real Property"); and WHEREAS, Beneficiary and Trustor desire to ensure that the Real Property remain affordable to low income persons for a period of 15 years pursuant to the Affordable Housing Agreement and Promissory Note; and WHEREAS, Beneficiary has agreed to make a grant to Habitat for Humanity for San Luis Obispo County from the Affordable Housing Fund, which is sourced from other than tax-exempt bonds, to Trustor in the amount of $35,000.00 (the "Grant"), for the purpose of rehabilitating the existing single-family dwelling unit and Trustor has delivered that certain Promissory Note ("Note") in favor of Beneficiary on the date hereof, and WHEREAS, the Loan Agreement and Promissory Note impose certain restrictions on the sale or transfer of the Real Property. 15070448.1 D -2o3i 2016064172 Recording Requested By _ _-- RECE-1VEt) Tommy Gong Fidelity National Title San Luis Obispo - County Clerk -Recorder 12/06/2016 08:00 AM WHEN RECORDED RETURN TO: CC��++ DCI. 2 7 2016 Recorded at the request of: FIDELITY TITLE CO �I Q rTTM CLERK Titles: 1 Pages: 14 City of San Luis Obispo Fees : $0.00 990 Palm Street Ta.s10.00 Total : 0.00 San Luis Obispo, Ca. 93401 FURROW,�1,914ffll III Attn: City Clerk Recorded for the Benefit of the City of San Luis Obispo at No Fee Under Section 27383 of the Government Code 5 (((. Uv 49 7- • x43 The undersigned declare that there is no documentary transfer tax on this matter. SUBORDINATE DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS SUBORDINATE DEED OF TRUST, DEED OF TRUST COVENANTS, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Deed of Trust") is made as of this Andday of ber, 2016, by Sharon Wood ("Trustor"), the owner of the real property described herein below, whose address is: 214 Highland Drive, San Luis Obispo, California *�fia Kati t - To [ _ Rae( l�i�, 71 -1P, (21). 1 ("Trustee") in favor of the CITY OF SAN LUIS OBISPO, a municipal corporation, whose address is 990 Palm Street, San Luis Obispo, California 93401 ('Beneficiary"). WHEREAS, Trustor owns certain real property described as 214 Highland Drive in the City of San Luis Obispo, County of San Luis Obispo, State of California, as shown on the map recorded in Book 5 of Maps at Page 98, in the office of the County Recorder of said county, on which is further described in Exhibit A ("the Real Property"); and WHEREAS, Beneficiary and Trustor desire to ensure that the Real Property remain affordable to low income persons for a period of 15 years pursuant to the Affordable Housing Agreement and Promissory Note; and WHEREAS, Beneficiary has agreed to make a grant to Habitat for Humanity for San Luis Obispo County from the Affordable Housing Fund, which is sourced from other than tax-exempt bonds, to Trustor in the amount of $35,000.00 (the "Grant"), for the purpose of rehabilitating the existing single-family dwelling unit and Trustor has delivered that certain Promissory Note ("Note") in favor of Beneficiary on the date hereof, and WHEREAS, the Loan Agreement and Promissory Note impose certain restrictions on the sale or transfer of the Real Property. 15070448.1 D -2o3i 214 Highland Drive Affordable Housing Fund Deed of Trust NOW, THEREFORE, THIS DEED OF TRUST WITNESSETH: TOGETHER WITH all of the estate, interest, right, title and other claim or demand which Trustor now has or may hereafter acquire with respect to the unearned premiums accrued, accruing or to accrue and the proceeds of insurance in effect with respect to all or any part of the foregoing. All of the foregoing property referred to in this Deed of Trust, together with the Real Property, is herein referred to as the "Property." ARTICLE 1. PURPOSE AND CONSIDERATION. This Deed of Trust is established for the purpose of securing, in such order of priority as Beneficiary may elect: (a) The payment of the indebtedness evidenced by the Trustor's Note of in the principal amount of Thirty Five Thousand Dollars 00/100 ($35,000.00) ("Principal"), and any other costs, in the event of a default or sale of the property to a non -low-income person. (b) The payment of all other sums which may be advanced by or otherwise be due to Trustee or Beneficiary under any provision of this Deed of Trust thereon at the rate provided herein or therein. (c) Performance of all covenants of Trustor made in this Deed of Trust. (d) Performance of all covenants of Trustor as set forth in the Promissory Note. (e) Performance of all covenants of Trustor as set forth in the Affordable Housing Agreement to provide affordable ownership housing for a period of fifteen (15) years (the "Affordability Agreement"). ARTICLE 2. DEED COVENANTS. To protect the security of this Deed of Trust, Trustor and Trustee hereby covenant and agree as follows: SECTION 2.01. Restrictions on Use and Occupancy. The Real Property shall be used solely for low income ownership housing purposes as set forth in the Affordability Agreement referred to in subsection (e) of Article 1 above. SECTION 2.02. Term of Use and Occupancy Restrictions. Trustor agrees that the above restrictions to the use and occupancy of the Real Property shall remain in effect for a period of fifteen (15) years from the date hereof. SECTION 2.03. Covenants Binding. These affordability requirements shall be covenants running with the land as defined in California Civil Code Section 1460, and shall apply to the Real Property as further described in Exhibit A. Pursuant to Civil Code Section 1468, which governs such covenants, the provisions of this Deed of Trust shall be binding upon all parties having any right, title, or interest in any of the Real Property, or any portion thereof, and on their heirs, successors in interest and assigns for a period of 15 years from the date hereof. The parties agree that all future deeds or transfers of interest regarding the Real Property shall show the restrictions of this Agreement for as long as the Agreement is in effect. 15070448.1 2 214 Highland Drive Affordable Housing Fund Deed of Trust SECTION 2.04. Performance of Obligations Secured. Trustor shall promptly pay when due the indebtedness evidenced by the Note and any late charges, costs and/or fees provided for in the Note and shall further perform fully and in a timely manner all other obligations of Trustor contained herein or in the Note. ARTICLE 3 — INSURANCE REQUIREMENTS SECTION 3.01. Trustor shall keep the Property and all improvements thereon insured against loss or damage by fire with extended all-risk coverage clauses, including vandalism and malicious mischief clauses, in an amount not less than one hundred percent (100%) of the full replacement cost of such improvements with a company or companies and in such form and with such endorsements as may be approved or required by Beneficiary. SECTION 3.02. Trustor shall also maintain in full force and effect a policy of homeowners' general liability insurance insuring Trustor against liability for bodily injury, property damage and personal injury arising out of the operation, use or occupancy of the Property. Trustor shall name Beneficiary as an additional insured under such policy. Such insurance shall be primary with respect to any insurance maintained by Beneficiary and shall not call on Beneficiary's insurance for contributions. SECTION 3.03. Trustor shall pay all premiums for the insurance policies required to be maintained under this Deed of Trust within fifteen (15) days after Trustor's receipt of a copy of the premium statement or other evidence of the amount due. At least thirty (30) days prior to the expiration of such policy, Trustor shall deliver to Beneficiary a renewal of such policy. SECTION 3.04. Any insurance which Trustor is required to maintain under this Deed of Trust shall include a provision requiring that the insurance carrier give Beneficiary not less than thirty (30) days written notice prior to any cancellation or modification of such coverage. If Trustor (i) fails to deliver any policy or renewal to Beneficiary required under this Deed of Trust within the prescribed time period or (ii) if any such policy is canceled or modified to reduce the amount or type of coverage without Beneficiary's consent and no substituted comparable coverage is obtained by Trustor prior to such cancellation or modification, Beneficiary may obtain such insurance. In such case, Trustor shall reimburse Beneficiary for the cost of such insurance within fifteen (15) days after receipt of a statement that indicates the cost of such insurance and upon proof that Beneficiary has paid said statement. SECTION 3.05. Trustor shall maintain all insurance required under this Deed of Trust with companies holding a "general policy rating" of A -VIII or better, as set forth in the most current issue of "Best Key Rating Guide." Trustor acknowledges that the insurance described in this Section is for the primary benefit of Beneficiary. Beneficiary makes no representation as to the adequacy of such insurance to protect Trustor's or Beneficiary's interests. Therefore, Trustor shall obtain any additional property or liability insurance that Trustor deems necessary to protect Beneficiary and Trustor, in the exercise of reasonable judgment. SECTION 3.06. Notwithstanding anything to the contrary contained herein, Trustor's obligation to carry the insurance provided for herein may be brought within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Trustor; provided, however, 15070448.1 3 214 Highland Drive Affordable Housing Fund Deed of Trust that Beneficiary shall be named as an additional insured thereunder and that the coverage afforded Beneficiary will not be reduced or diminished by reason of the use of such blanket policy of insurance and provided further that the requirements set forth herein are otherwise satisfied. SECTION 3.07. All of the above-mentioned insurance policies or certificates of insurance must be satisfactory to Beneficiary. Beneficiary shall not by the fact of approving, disapproving, accepting, preventing, obtaining or failing to obtain any insurance, incur any liability for or with respect to the amount of insurance carried, the form or legal sufficiency of insurance contracts, insolvency of insurance companies or payment or defense of lawsuits and Trustor hereby expressly assumes full responsibility therefor and all liability, if any, with respect thereto. ARTICLE 4. TAXES, LIENS AND OTHER ITEMS. Trustor shall pay, when due, all taxes, bonds, assessments, fees, liens (including prior trust deed liens), charges, fines, impositions and any and all other items which are attributable to or affect the Property and which may attain a priority over this Deed of Trust or the indebtedness or evidence of indebtedness secured hereby, by making payment prior to delinquency directly to the payee thereof. Trustor may initiate proceedings to contest any such taxes, bonds, assessments, fees, liens, charges, fines, impositions or other items so long as Trustor takes steps to ensure that Beneficiary's security is not threatened in any manner. Trustor shall pay all costs of the proceedings, including any costs or fees incurred by Beneficiary. Upon the final determination of any proceeding or contest, Trustor shall immediately pay the amounts due, together with all costs, charges, interest and penalties incidental to the proceedings. ARTICLE 5. PRESERVATION AND MAINTENANCE OF PROPERTY. Trustor shall keep the Property and every part thereof in good condition and repair and shall not permit or commit any waste, impairment or deterioration of the Property nor commit, suffer or permit any act upon or use of the Property in violation of law or applicable order of any governmental authority, whether now existing or hereafter enacted and whether foreseen or unforeseen, including, without limitation, violation of any zoning, building or environmental protection statutes, ordinances, regulations, orders and restrictions or in violation of any covenants, conditions or restrictions affecting the Property or bring or keep any article upon any of the Property or cause or permit any condition to exist thereon which would be prohibited by or could invalidate any insurance coverage maintained or required hereunder to be maintained by Trustor on or with respect to any part of the Property and further shall do all other acts which from the character or use of the Property may be reasonably necessary to protect the security hereof, the specific enumerations herein not excluding the general. Trustor shall completely restore and repair promptly and in a good and workmanlike manner any building, structure or improvement thereon which may be damaged or destroyed and pay, when due, all claims for labor performed and materials furnished therefor, whether or not insurance or other proceeds are available to cover, in whole or in part, the costs of any such restoration or repair. ARTICLE 6. PROTECTION OF SECURITY: COSTS AND EXPENSES. Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee and shall pay all reasonable costs and expenses, including, without limitation, costs of evidence of title and reasonable attorney's fees, in any such action or proceeding in which Beneficiary or Trustee may appear and in any suit brought by 15070448.1 4 214 Highland Drive Affordable Housing Fund Deed of Trust Beneficiary to foreclose this Deed of Trust or to enforce or establish any other rights or remedies of Beneficiary hereunder. If Trustor fails to perform any of the covenants or agreements in this Deed of Trust or if any action or proceeding is commenced which affects Beneficiary's interest in the Property or any part thereof, including, but not limited to, eminent domain, code enforcement or proceedings of any nature whatsoever under any federal or state law, whether now existing or hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief, or to a decedent, then Beneficiary or Trustee may, but without obligation to do so and upon ten (10) days' prior written notice to and demand upon Trustor (unless a shorter notice period is necessary to protect Beneficiary's interest in the security hereof, in which case only reasonable notice and demand under the circumstances shall be required) and without releasing Trustor from any obligation hereunder, make such appearances, disburse such sums and take such action as Beneficiary or Trustee deems necessary or appropriate to protect Beneficiary's interest, including, but not limited to, disbursement of reasonable attorney's fees, entry upon the Property to make repairs or otherwise protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of either Beneficiary or Trustee appear to be prior or superior hereto. Trustor further agrees to pay all reasonable expenses of Beneficiary (including fees and disbursements of counsel) reasonably related to the protection of the rights of Beneficiary hereunder, and enforcement or collection of payment of the Promissory Note, whether by judicial or non judicial proceedings, or in connection with any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding of Trustor, or otherwise. Beneficiary shall give Trustor ten (10) days' prior written notice before disbursing any amounts pursuant to this Article. Any amounts disbursed by Beneficiary or Trustee pursuant to this Section shall be additional indebtedness of Trustor secured by this Deed of Trust as of the date of disbursement. All such amounts shall be payable by Trustor immediately without demand. Nothing contained herein shall be construed to require Beneficiary or Trustee to incur any expense, make any appearance or take any other action. ARTICLE 7. ENFORCEMENT. Acknowledgement of Enforceability. Trustor represents, warrants, covenants and agrees that it is the lawful owner of the Real Property and that it has good right and lawful authority to encumber the same as provided herein; that the Real Property is free from any and all liens and encumbrances excepting only such as have been approved by Beneficiary and that Trustor warrants and will defend the title to the Property against all claims and demands whatsoever not specifically excepted herein (and except for claims and demands arising from acts or omissions of Beneficiary or any predecessor -in -interest to Beneficiary not previously disclosed to Trustor), and Trustor will execute, acknowledge and deliver all and every such further assurances unto Beneficiary of the title to the Property hereby conveyed and intended so to be or that Trustor may be or shall become hereinafter bound so to do. Trustor covenants and warrants that the Promissory Note and this Deed of Trust are valid and enforceable obligations of Trustor in accordance with the terms thereof and hereof; and that this Deed of Trust does not, nor does the Promissory Note, nor does the performance or observance by Trustor of any of the matters or things in the Promissory Note or this Deed of Trust, contravene any covenant in any indenture or agreement affecting Trustor. ARTICLE 8. EVENTS OF DEFAULT. Each of the following shall constitute an event of default ("Event of Default") hereunder (including, if Trustor and Trustee consists of more than 15070448.1 5 214 Highland Drive Affordable Housing Fund Deed of Trust one person or entity, the occurrence of any of such events with respect to any one or more of such persons or entities): SECTION 8.01. Breach of Covenants. Default by the Trustor in the performance of any of the material covenants or agreements of Trustor contained herein, in the Promissory Note, and in the Affordable Housing Agreement; and Promissory Note and Deed of Trust with Habitat for Humanity for San Luis Obispo County, shall be a breach of covenant. SECTION 8.02. Appointment of Trustee. The appointment pursuant to an order of a court of competent jurisdiction, of a trustee, receiver or liquidator of the Property or any part thereof, or of Trustor, or any termination or voluntary suspension of the transaction of business of Trustor, or any attachment, execution or other judicial seizure of all or any substantial portion of Trustor's assets; provided, however, that if such attachment, execution or seizure is involuntary, Trustor shall not be deemed in default unless the same is not discharged within ninety (90) days. SECTION 8.03. Bankruptcy Filing. The filing by or against Trustor of a petition in bankruptcy or for an arrangement or for reorganization or for other form of debtor relief pursuant to the federal Bankruptcy Act, as the same may be amended or replaced from time to time, or any other law, federal or state, whether now existing or hereafter amended or enacted relating to insolvency or debtor relief (except that in the case of a filing against Trustor, an Event of Default shall not exist unless Trustor fails to have the proceeding discharged within ninety (90) days after such filing), or the adjudication of Trustor as a bankrupt or an insolvent by a decree of a court of competent jurisdiction, or the making of an assignment for the benefit of creditors, or the admission by Trustor in writing of its inability to pay its debts generally as they become due, or the giving of consent by Trustor to the appointment of a receiver or receivers of all or substantially all of its property. SECTION 8.04. Misrepresentations. Any representation or disclosure made to Beneficiary by Trustor as an inducement to the making of the Loan evidenced by the Promissory Note that proves to be false or misleading in any material respect as of the time the same was made, whether or not any such representation or disclosure appears as part of this Deed of Trust. SECTION 8.05. Sale to Non -Income Eligible Household. Should the property owner sell the home to a non -income eligible household before the end of the fifteen (15) year affordability requirement, the grant shall become immediately due and payable. If property owner remains in the home, or sells the home to a qualified low-income household, no repayment of the grant shall be due. SECTION 8.06. Other Events. Any other event which, under this Deed of Trust, or under the Promissory Note or the Agreement, constitutes an Event of Default by Trustor hereunder or thereunder or gives Beneficiary the right to accelerate the maturity of the indebtedness, or any part thereof, secured hereby. SECTION 8.07. Cure Rights. (a) Monetary Default. If a monetary Event of Default occurs, prior to exercising any remedies thereunder, Beneficiary shall give the Trustor written notice of such default. Trustor shall have a 15070446.1 6 214 Highland Drive Affordable Housing Fund Deed of Trust period of ten (10) days after such notice is given within which to cure the default prior to exercise of remedies by Beneficiary. (b) Non -Monetary Default. If a non -monetary Event of Default occurs, prior to exercising any remedies thereunder, Beneficiary shall give Trustor written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Trustor shall have such period to effect a cure prior to exercise of remedies by Beneficiary. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and if Trustor (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within one hundred eighty (180) days after the first notice of default is given. ARTICLE 9. REMEDIES. Upon the occurrence of any Event of Default and the expiration of any applicable period within which to cure the same, Trustee and Beneficiary shall have the following rights and remedies: SECTION 9.01. Acceleration. Beneficiary may declare the entire outstanding Principal, accrued and unpaid interest and all other sums or payments required hereunder to be due and payable immediately and notwithstanding the date such sums would otherwise be due in accordance with the Promissory Note and the Agreement. SECTION 9.03. Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust or to enforce any of the covenants and agreements of this Deed of Trust, or the Promissory Note and the Loan Agreement. SECTION 9.04. Waiver of Marshaling. Trustor, for itself and for all persons hereafter claiming through or under it or who may at any time hereafter become holders of liens junior to the lien of this Deed of Trust, hereby expressly waives and releases all rights to direct the order in which any of the Property shall be sold in the event of any sale or sales pursuant hereto, and to have any of the Property and/or other property now or hereafter constituted security for any of the indebtedness secured hereby, marshaled upon any foreclosure of this Deed of Trust or for any other security for any of said indebtedness. SECTION 9.05. Remedies Cumulative. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of Trustee or Beneficiary to exercise any right or power accruing upon any Event of Default shall impair any right or power or shall be construed to be a waiver of any Event of Default or any acquiescence therein; and every power and remedy given by this Deed of Trust to Trustee or Beneficiary may be exercised from time to time as often as may be deemed expedient by Trustee or Beneficiary. If there exists additional security for the performance of the obligations secured hereby, the holder of the Promissory Note, at its sole option, and without limiting or affecting any of its rights or remedies hereunder, may exercise any of the rights and remedies to which it may be entitled 15070448.1 7 214 Highland Drive Affordable Housing Fund Deed of Trust hereunder either concurrently with whatever rights and remedies it may have in connection with such other security or in such order as it may determine. Any application of any amounts or any portion thereof held by Beneficiary at any time as additional security hereunder, whether pursuant to this deed of trust or otherwise, to any indebtedness secured hereby shall not extend or postpone the due dates of any payments due from Trustor to Beneficiary hereunder or under the Promissory Note, or change the amounts of any such payments or otherwise be construed to cure or waive any default or notice of default hereunder or invalidate any act done pursuant to any such default or notice. In the event that Beneficiary shall have proceeded to enforce any right under this Deed of Trust by foreclosure, sale, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely, then, and in every such case, Trustor and Beneficiary shall be restored to their former positions and rights hereunder with respect to the Property subject to the lien hereof. ARTICLE 10. MISCELLANEOUS SECTION 10.01. Severability. In the event that any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Deed of Trust, and this Deed of Trust shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. SECTION 10.02. Certain Charges. Trustor agrees to pay the charges of Beneficiary for any service rendered Trustor, or on its behalf, connected with this Deed of Trust or the indebtedness secured hereby, including, without limitation, delivering to an escrow holder a request for full or partial reconveyance of this Deed of Trust, transmitting to an escrow holder moneys secured hereby, changing the records pertaining to this Deed of Trust and indebtedness secured hereby, showing a new owner of the Property and replacing an existing policy of insurance held hereunder with another such policy. SECTION 10.03. Notices. All notices required or permitted to be given under this Deed of Trust shall be in writing and shall be deemed to have been given upon (i) one business day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, or (ii) five (5) business days after being deposited in the United States mail, by first class or registered or certified mail, postage prepaid, return receipt requested, and addressed as follows (or at such other address or which said party shall have theretofore notified in writing, as provided above, the party giving such notice). To the Beneficiary: City of San Luis Obispo 919 Palm Street San Luis Obis o CA 93401 Attn: Community Development Director To the Trustee: 15070448.1 0 214 Highland Drive Affordable Housing Fund Deed of Trust Attn: To the Trustor: Sharon Wood 214 Hi bland Drive San Luis Obispo, CA 93405 SECTION 10.04. Trustor Not Released. Extension of the time for payment or modification of the terms of payment of any sums secured by this Deed of Trust granted by Beneficiary to any successor -in -interest of Trustor shall not operate to release, in any manner, the liability of the original Trustor. Beneficiary shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify the terms of the payment of the sums secured by this Deed of Trust by reason of any demand made by the original Trustor. Without affecting the liability of any person, including Trustor, for the payment of any indebtedness secured hereby, or the lien of this Deed of Trust on the remainder of the Property for the full amount of any such indebtedness and liability unpaid, Beneficiary and Trustee are respectively empowered as follows: Beneficiary may from time to time and without notice (a) release any person liable for the payment of any of the indebtedness, (b) extend the time or otherwise alter the terms of payment of any of the indebtedness, (c) accept additional real or personal property of any kind as security therefor, whether evidenced by deeds of trust, mortgages, security agreements or any other instruments of security, or (d) alter, substitute or release any property securing the indebtedness; Trustee may, at any time and from time to time, upon the written request of Beneficiary (a) consent to the making of any map or plat of the Property or any part thereof, (b) join in granting any easement or creating any restriction thereon, (c) join in any subordination agreement or other agreement affecting this Deed of Trust or the lien or charge hereof, or (d) reconvey, without any warranty, all or part of the Property. SECTION 10.05. Inspection. Beneficiary may at any reasonable time or times make or cause to be made entry upon and inspections of the Property or any part thereof in person or by agent. SECTION 10.06. Reconveyance. Upon fifteen years or completed repayment required due to a default, Beneficiary shall request that Trustee reconvey the Property and shall surrender this Deed of Trust and Promissory Note evidencing indebtedness secured by this Deed of Trust to Trustee. Trustee shall reconvey the Property without warranty to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. The recitals in such reconveyance of any matters of facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." Five (5) years after issuance of such full reconveyance, Trustee may destroy the Promissory Note and this Deed of Trust unless otherwise directed by Beneficiary. SECTION 10.07. Interpretation. Wherever used in this Deed of Trust, unless the context indicates a contrary intent, or unless otherwise specifically provided herein, the word "Trustor" shall mean and include both Trustor and any subsequent owner or owners of the Property, and the word "Beneficiary" shall mean and include not only the original Beneficiary hereunder but 15070448.1 9 214 Highland Drive Affordable Housing Fund Deed of Trust also any future owner and holder, including pledgees, of the Promissory Note secured hereby. In this Deed of Trust wherever the context so requires, the masculine gender includes the feminine and/or neuter, and the neuter includes the feminine and/or masculine, and the singular number includes the plural and conversely. In this Deed of Trust, the use of the word "including" shall not be deemed to limit the generality of the term or clause to which it has reference, whether or not non -limiting language (such as "without limitation," or "but not limited to" or words of similar import) is used with reference thereto. The captions and headings of the Articles and Sections of this Deed of Trust are for convenience only and are not to be used to interpret, define or limit the provisions hereof. Unless otherwise specified, in computing any period of time described herein, the term "days" means calendar days, unless the final days of any designated period of time is not a "business day" (as defined below), in which case the period shall run until the end of the next business day. A "business day" is any day that is not a Saturday, Sunday or legal holiday for national banks located in California. The last day of any period of time described herein shall be deemed to end at 5:00 p.m., Pacific Time. SECTION 10.08. Consent. The granting or withholding of consent by Beneficiary to any transaction as required by the terms hereof shall not be deemed a waiver of the right to require consent to future or successive transactions. SECTION 10.09. Successors and Assigns. All of the grants, obligations, covenants, agreements, terms, provisions and conditions herein shall run with the land and shall apply to, bind, and inure to the benefit of the heirs, administrators, executors, legal representatives, successors and assigns of Trustor and the successors -in -trust of Trustee and the endorsees, transferees, successors and assigns of Beneficiary. In the event that Trustor is composed of more than one party, the obligations, covenants, agreements and warranties contained herein as well as the obligations arising therefrom are and shall be joint and several as to each such party. SECTION 10.10. Governing Law. This Deed of Trust shall be governed by and construed under the laws of the State of California. SECTION 10.11. Trustor Waivers. Trustor waives the benefit of all laws now existing or that hereafter may be enacted with respect to any statute of limitations for the filing of any action or claims by Beneficiary. SECTION 10.12. Subordination. This Deed of Trust shall not diminish or affect the rights of Senior Lender (as defined below). Beneficiary and Trustor acknowledge and agree that this Deed of Trust is subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Financing Documents and to all advances heretofore made or which may hereafter be made pursuant to any of the Senior Financing Document, including all sums advances for the purposes of (i) protecting or further securing the lien of any of the Senior Financing Document, curing defaults by the Trustor under any of the Senior Financing Document or for any other purpose expressly permitted by any of the Senior Financing Document, or (ii) constructing, renovating, repairing, furnishing, fixturing or equipping the Project or the Property. The terms and provisions of the Senior Financing Document are paramount and controlling, and they superseded any other terms and provisions hereof in conflict therewith. Trustor shall be permitted to refinance the loans evidenced by the Senior Financing Document, and this Deed of Trust shall 15070448,1 10 214 Highland Drive Affordable Housing Fund Deed of Trust be subject and subordinate to the liens, terms, covenants and conditions of any such refinancing. Beneficiary shall execute instruments further evidencing such subordination upon request. SECTION 10.13. Transfer. Trustor shall not voluntarily or involuntarily assign or otherwise transfer any of its rights, duties, liabilities or obligations hereunder or under the Note without the prior written consent of Beneficiary. Notwithstanding the forgoing, Trustor shall have the right to sell, convey, transfer or dispose of the Property or any part thereof or any interest therein, or the enter into an agreement to do so, without the prior written consent of Beneficiary, and provided that such transferee agrees to assume all of the obligations of Trustor under this Deed of Trust, the Note and the Affordability Agreement, Trustor shall be permitted to assign its rights, duties, liabilities and obligations under this Deed of Trust, the Note and the Affordability Agreement to the transferee, and the Note shall not become due and payable. In addition, and notwithstanding anything to the contrary in this Deed of Trust or the other documents evidencing and/or securing the Loan (the "Loan Documents"), (a) the withdrawal, removal and/or replacement of a general partner of the Trustor (the "General Partner") by the limited partner of Trustor for cause pursuant to the terms of the Trustor's amended and restated agreement of limited partnership shall not constitute a default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the Loan, provided that any substitute general partner that is not an affiliate of the limited partner is reasonably acceptable to Beneficiary and is selected with reasonable promptness (it being agreed that no consent of Beneficiary shall be required if the substitute general partner is an affiliate of the Limited Partner), and (b) all or a portion of the interests of Trustor's limited partners shall be transferable without the consent of the Beneficiary except that, prior to payment in full of all capital contributions, the interest the limited partners in the Trustor shall be transferable to a non - affiliate of the limited partners only with the consent of the Beneficiary, which consent shall not be unreasonably withheld. SECTION 10.14 Attorney's Fees. In any action, to interpret or enforce any provision of this Deed of Trust, the prevailing party shall be entitled to reasonable costs and attorney's fees. 15070445.1 11 214 Highland Drive Affordable Housing Fund Deed of Trust IN WITNESS WHEREOF, the undersigned have executed this Deed of Trust as of the day and year first above written. BORROWER: Owner, 214 Highland Drive J'/' , e'� ".( Sharon Wood LENDER City of San Luis 0 Michael Codron z— /L, /�' ALL SIGNATURES MUST BE NOTARIZED! 15070448 1 Date Date 214 Highland Drive Affordable Housing Fund Deed of Trust 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 } County of San Luis Obispo On before me, , f L E UROC f Date h Name and Title of IM Officer personally appeared, i C f• Name of Signer(s) 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 IhA Signarure of Notary Public DIANE DOSTALEIt Commission # 2138341 aNotary Public - California _` San Luis Obispo County My Comm. Wires Doe 25,2019__ j Place Notary Seal Above 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 } County of San Luis Obispo On—acute W, 1, ZQIio , before me,Tp-eyo b+)l"folk HOIT(&IL- &07-+49-4 FuI�NC Date[r Name and Title of tete Officer personally appeared, INAi��I� Z ,��00 Name of Signer(s) 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. TREVOR MLLIAM MITCHELL Corso slon N 2050470 WITNESS my handan7fficial :s..NOWY Public - Californis Z Sm Luis Obispo County Comm. E Wes Noy 26 2017 Signatu Signature of Notary Public Place Notary Seal Above IF11➢LOMMI 214 Highland Drive Affordable Housing Fund Deed of Trust Exhibit A Legal Description Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as: Lot 9 in Block D of Tract No. 104 (Ferrini Heights No. 1), in the City of San Luis Obispo, County of San Luis Obispo, State of California, according to map recorded June 12, 1956 in Block 5 Page 98 of Maps, in the Office of the County Recorder of said County. Also Known as: 214 Highland Drive, San Luis Obispo, 93405 APN: 052-433-009 15070448.1 14 END OF DOk'—XIAEh1T