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HomeMy WebLinkAboutNF Huntington Retail LP - 2011-04-04Council/Agency Meeting Held:_ Deferred/Continued to: 'AApp ved ❑ Conditionally Approved ❑ Denied C es Sign re Council Meeting Date: April 4, 2011 Department ID Number: ED 11-15 CITY OF HUNTINGTON BEACH REQUEST FOR REDEVELOPMENT AGENCY ACTION SUBMITTED TO: Honorable Chairman and Agency Members SUBMITTED BY: Fred A. Wilson, Executive Director PREPARED BY: Stanley Smalewitz, Deputy Executive Director/Director of Economic Development SUBJECT: Approve and authorize execution of the Assignment of Promissory Note and Deed of Trust for the Agency -owned property located at Cypress Avenue and Elm Street purchased by NF Huntington Retail, LP Statement of Issue: On December 20, 2010, the Redevelopment Agency entered into a Purchase and Sale of Real Property with NF Huntington Retail, LP. The Agency entered into escrow and the first installment of the payment plan was received by the Redevelopment Agency. The Agency is asked to assign the Promissory Note and Deed of Trust to the City. Financial Impact: Quarterly payments of $12,514.32 for three years will be paid to the City in Fund 22100221.48135 — Cooperation Agreement Repayment Special Revenue Fund. Redevelopment Agency Recommended Action: Motion to: A) Approve the "Assignment of Promissory Note and Deed of Trust;" and, B) Authorize the Executive Director and Agency Clerk to execute the Promissory Note and Deed of Trust. Alternative Action(s): Do not approve the "Assignment of the Promissory Note and Deed of Trust" and direct staff as necessary. HB-6 - Item 8.-1 REQUEST FOR COUNCIL ACTION MEETING DATE: 4/4/2011 DEPARTMENT ID NUMBER: ED 11-15 Analysis: The Agency entered into an Agreement for Purchase and Sale of Real Property with NF Huntington Retail, LP for the Agency -owned real property located near the northeast corner of Cypress Avenue and Elm Street (Assessor Parcel Number 165-364-24). The total purchase price for the property is $195,000. NF Huntington Retail paid $58,500 to the Agency at the close of escrow, which occurred on March 21, 2011. The remaining balance of $136,500 will be amortized at a six percent (6%) interest over three (3) years and be paid in quarterly payments in the amount of $12,514.32 starting in August 2011. The current Deed of Trust secures the quarterly payments to the Redevelopment Agency. Due to the proposed State elimination of Redevelopment Agencies, it is recommended that the Deed of Trust be transferred to the City through the Assignment of Promissory Note and Deed of Trust. The Promissory Note will secure the quarterly payments to the City and not to the State, if the elimination of Redevelopment Agencies occurs. This is one of the final parcels/payments of the Redevelopment Agency that had not been previously transferred. Environmental Status: Not Applicable Strategic Plan Goal: Maintain financial viability and our reserves Attachment(s): Item 8. - 2 H - 0- ATTACHMENT.#1 HB -71- Item 8. - 3 This Document was electronically recorded by Recorded in Official Records, Orange County RECORDING REQUESTED BY: Tom Daly, Clerk -Recorder II I I II I 1111111111111111111111111111111111111111111 NO FEE 2011000241096 02:13pm 05/13/11 WHEN RECORDED MAIL TO: 66 406 A32 4 0.00 0.00 0.00 0.00 9.00 0.00 0.00 0.00 NAME: Kellee Fritzal, Deputy Director of Economic Development/ Luis Gomez, Economic Development Project Manager ADDRESS: 2000 Main Street CITY: Huntington Beach STATE/ZIP: CA, 92648 Title Order No.: Space Above This Line For Recorder's Use Escrow No.: ASSIGNMENT OF PROMISSORY NOTE AND DEED OF TRUST FOR VALUE RECEIVED, the undersigned, as Assignors ["Assignor"], hereby grant, assign, convey, transfer, sell, and set over to the City of Huntington Beach as Assignee(s) ["Assignee], any and all right, title and interest, as Beneficiary, under a deed of trust dated March 21, 2011,_executed by NF Huntington Retail LP a California Limited Partnership by Huntington Retail, GP, LLC its General Partner, by Jack M. Nagel, its ManaginfZ Member as Trustor(s), to Chicago Title Company, a California Corporation,, as Trustee, and naming Assignor as Beneficiaries. The above -mentioned deed of trust recites property located at NEC of Cypress Ave. and Elm Street, in the City of Huntineton Beach, County of Or=4e, CA recorded in official records, Orange County on March 21 2011 as document number 2011000145056, as security for the promissory note described herein and said property is more particularly described as follows (Assessor's Parcel No. 165-364-24). Assignor also grants, assigns, conveys, transfers, sells, and sets over to Assignee any and all right, title and interest in and to that certain promissory note described in and secured by the deed of trust herein assigned, in the principal sum of $136 500 (One Hundred Thirty Six Thousand Five Hundred Dollars), dated March 21, 2011, executed by NF Huntington Retail, LP a California Limited Partnership, by Huntington Retail, GP, LLC its General Partner, by Jack M. Nagel, its Managing Member as Obligor, and payable to the order of Assignor, as Obligee. Said promissory note and deed of trust are assigned together with all sums currently due, including interest and late charges, and to become due thereon; with full power to sue for, collect, discharge, or sell and assign same; and with all rights and benefits accrued or to accrue under said instruments. For the purpose of inducing Assignee to purchase said promissory note and deed of trust, Assignor makes the following representations and warranties: 1. The above -mentioned instruments are valid, bona fide and were executed by the person or persons whose signatures appear therein. 2. Such person or persons were of legal age and competent to execute the above -mentioned instruments at the time of the execution thereof. 3. The property which is the subject of the above -mentioned instruments is truly and accurately described. 4. Assignor is the sole and absolute owner of the above -mentioned instruments and have full and perfect title and right to assign said instruments free and clear of any encumbrances, liens, or any interest of third parties. 5. The Obligor and/or Trustor under the above -mentioned instruments have no counterclaims or setoffs to the best of Assignor's knowledge. 6. Assignor has not previously assigned, hypothecated, conveyed, modified, renewed, waived, extended, released, or allowed to be discharged any of the rights in whole or in part under the above -mentioned instruments. 7. Assignor will execute any and all further documents and/or perform any and all further actions necessary to make this Assignment of Promissory Note and Deed of Trust effective. 8. Assignor will secure to Assignee full cooperation in any suit, action, or proceeding brought by Assignee to sue for, collect, and/or enforce in any manner any of the provisions of the above -mentioned instruments and permit Assignee in any such suit, action, or proceeding to use the name of Assignor for such purpose. Dated: ,'5—�/Q LAO / Dated: of�/ I .'z0 /1 Dated: Exec VI Director, Redevelopment Agency of the City Beach enc ecretary, e evelopment ency of the City f untington Beach APP OVED AS TO FORM '1 A ncy CotInsel, Redevel ment Agenc of the City of Huntington Beach STATE OF CALIFORNIA } COUNTY OF D. 66- } S.S. On A" /p �� / / before me, / 4 • 6.Sm& 2A , a Notary Public in and for said County and State, personally appeared, j 46E2) /- W,11- S DA) who proved to me on the basis of satisfactory evidence to be the person(1whose name(&ate subscribed to the within instrument and acknowledged to me that Oshe4hey executed the same in 0/1QT-/ it authorized capacity(*), and that by is heir signature(W) on the instrument the person(`, or the entity upon behalf of which the personN acted, executed the instrument. 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: P. L. ESPAUA Commission # 1857021 i ; "a Notary Public - California z Orange County D M Comm. Expires Aug q 2013 (Notary Seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of DRA.,J6t On d'2W IL, �11 before me, �• /°� 2, ' Date / Here Insert Name and Title of the Officer personally appeared \/V/-}.,J Name(s) of Signer(s) �+ P. L. E$PARZA Commission # 1857021 Notary Public - California a _Orange County My Comm. Expires Aug4, 2013 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the personf$) whose name(A)Oare subscribed to the within instrument and acknowledged to me that s e 14&y executed the same in-.hiCF36r tleir authorized capacity(K), and that by ' he heir signature(,K) on the instrument the person(g), or the entity upon behalf of which the persons&) 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 n;�, official seal. Signature Sign a of Notary is OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached /Document Title or Type of Document: 011- ��O/�!/•GfDFuy �P� � Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer —Title (s): ❑ Partner— ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 91GHTTHUMBPRINT OF SIGNER .- of thumb here Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing RIGHTTHUMBPRINT -, OF SIGNER ©2007 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 -Chatsworth, CA 91313-2402 - www.NationaiNotary.org Item #5907 Reorder: Call Toll -Free 1-800-876-6827 JT Esparza, Patty From: Esparza, Patty Sent: Friday, April 15, 2011 10:27 AM To: Gomez, Luis Cc: Vigliotta, Mike Subject: NF Huntington Retail/Decron - Unrecorded Attachments: UNRECORDED Asignment of Promissory Note & Deed of Trust.pdf Importance: High Attached is the document you requested be recorded & a copy of the OC Recorder Screen showing their reason for it being rejected: "Recording reference (date and document number or book and page) of the prior recorded document is incorrect or was omitted" When you make the necessary correction send it to me and I will submit for recordation again. Thanks! Patty Esparza, CMC Senior Deputy City Clerk City of Huntington Beach 714-536-5260 ,A please think of trees before you print RECORDING REQUESTED BY: WHEN RECORDED MAIL TO: NAME: Kellee Fritzal, Deputy Director of Economic Development/ Luis Gomez, Economic Development Project Manager ADDRESS: 2000 Main Street CITY: Huntington Beach STATE/ZIP: CA, 92648 Title Order No.: Space Above This Line For Recorder's Use Escrow No.: ASSIGNMENT OF PROMISSORY NOTE AND DEED OF TRUST FOR VALUE RECEIVED, the undersigned, as Assignors ["Assignor"], hereby grant, assign, convey, transfer, sell, and set over to the City of Huntington Beach as Assignee(s) ["Assignee], any and all right, title and interest, as Beneficiary, under a deed of trust dated March 21, 2011, executed by NF Huntington Retail LP a California Limited Partnership by Huntington Retail, GP, LLC its General Partner, by Jack M. Nagel, its Managing Member as Trustor(s), to Chicago Title Company, a California Corporation, , as Trustee, and naming Assignor as Beneficiaries. The above -mentioned deed of trust recites property located at NEC of Cypress Ave. and Elm Street, in the City of Huntington Beach, County of Oran, as security for the promissory note described herein and said property is more particularly described as follows (Assessor's Parcel No. 165-364-24): Assignor also grants, assigns, conveys, transfers, sells, and sets over to Assignee any and all right, title and interest in and to that certain promissory note described in and secured by the deed of trust herein assigned, in the principal sum of $136 500 (One Hundred Thirty Six Thousand Five Hundred Dollars), dated March 21, 2011, executed by NF Huntington Retail, LP a California Limited Partnership by Huntington Retail GP LLC its General Partner, by Jack M. Nagel, its Managing Member as Obligor, and payable to the order of Assignor, as Obligee. Said promissory note and deed of trust are assigned together with all sums currently due, including interest and late charges, and to become due thereon; with full power to sue for, collect, discharge, or sell and assign same; and with all rights and benefits accrued or to accrue under said instruments. This document is solely for Me official bushum of the City of Huntington BeaO, as contemplated under Ciovemn►ent Code Sec. 6103 mid should b 9 recaxW fuse of urge. For the purpose of inducing Assignee to purchase said promissory note and deed of trust, Assignor makes the following representations and warranties: The above -mentioned instruments are valid, bona fide and were executed by the person or persons whose signatures appear therein. 2. Such person or persons were of legal age and competent to execute the above -mentioned instruments at the time of the execution thereof. The property which is the subject of the above -mentioned instruments is truly and accurately described. 4. Assignor is the sole and absolute owner of the above -mentioned instruments and have full and perfect title and right to assign said instruments free and clear of any encumbrances, liens, or any interest of third parties. 5. The Obligor and/or Trustor under the above -mentioned instruments have no counterclaims or setoffs to the best of Assignor's knowledge. 6. Assignor has not previously assigned, hypothecated, conveyed, modified, renewed, waived, extended, released, or allowed to be discharged any of the rights in whole or in part under the above -mentioned instruments. 7. Assignor will execute any and all further documents and/or perform any and all further actions;necessary to make this Assignment of Promissory Note and Deed of Trust effective. 8. Assignor will secure to Assignee full cooperation in any suit, action, or proceeding brought by Assignee to sue for, collect, and/or enforce in any manner any of the provisions of the above -mentioned instruments and permit Assignee in any such suit, action, or proceeding to use the name of Assignor for such purpose. Dated: April 6, 2011 — AL Exe tiv Director, Redevelopment Agency of the City of Huntington Beach a Dated: April 6, 2011 1___ Agency Secretary, Redeve�ent Agency of the City of Huntington Beach APPROVED AS TO FORM Dated: 3 '�-� • � � �`'` � ou v,Agency nsel,meRedev'�e�.p�ency of the City of Huntington Beach N1 STATE OF CALIFORNIA 1 COUNTY OF OA44>&F 1 S.S. On before me, /� 4. I-01%C24 , a Notary Public in and for said County and State, personally appeared, Q /� ZZ_ AeJZ &&6 4. U)/e-SD^) who proved to me on the basis of satisfactory evidence to be the personowhose namew Is re subscribed to the within instrument and acknowledged to me that *ef executed the same in -leis r/thei authorized capacity, and that by thei ignaturn on the instrument the person, or the entity upon behalf of which the person 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. Pi-`RIA'"'"e( Commission # 1857021 t Z Notary Public - California Z 0Orange County Signature. my Comm. Expires Augq 013 (Notary Seal) 700 S. Flower Street, Suite 800, Los Angeles, CALIFORNIA 90017 (213)488-4300 Fax (213)612-4110 May 6, 2011 Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Luis A. Gomez, P. E. Property: NE corner Cypress & Elm Street, Huntington Beach, CALIFORNIA Escrow No: 106745201 X40 Dear Mr. Gomez: In connection with the above referenced escrow, which closed on March 21, 2011, we enclose the following: (x) Seller's Settlement Statement for your information and records. (x) Two copies of Substitute Form 1099S. (x) Copy of Real Estate Withholding Certificate (Form 593-C) executed by Seller. (x) Copy of FIRPTA Certificate executed by Seller. (x) Original Note, dated March 21, 2011, in the amount of $136,500, executed by Buyer favor of The Redevelopment Agency of the City of Huntington Beach. (x) Original Deed of Trust with Assignment of Rents as Additional Security recorded March 21, 2011 as Instrument No. 2011000145056. (x) Copy of Grant Deed recorded March 21, 2011 as Instrument No. 2011000145055. If we can provide any additional information or answer any questions, please call. Thank you for choosing Chicago Title Company. We know you had a choice. We appreciate your business and look forward to assisting you with your next real estate transaction. Sincerely, CHICAGO TITLE COMPANY Fran Maloney for Terri Gervasi Senior Escrow Officer Assistant Vice President via UPS SICLTR--08/23/96bk CHICAGO TITLE COMPANY SELLER'S SETTLEMENT STATEMENT PAGE: 01 ESCROW NUMBER: 05660-106745201-001 ORDER NUMBER: 05660-106745201 CLOSING DATE: 03/21/11 CLOSER: TERRI GERVASI BUYER: NF Huntington Retail, LP SELLER: City of Huntington Beach PROPERTY: NE corner Cypress & Elm Street, Huntington Beach, CALIFORNIA CHARGE SELLER CREDIT SELLER Sales Price $ $ 195,000.00 Seller Carry Back 136,500.00 Funds Due To Seller At Closing 58,500.00 TOTALS $ 195,000.00 $ 195,000.00 ----------------- ----------------- ---------------------------------- Substitute Form 1099S ❑ CORRECTED (if checked) FILER'S name, street address, city, state, ZIP code, contact name and phone OMB No. 1545-0997 CCAGO TITLE COMPANY HI FOR CALENDAR YEAR Fr m Real Proceeds o ea 700 S. Flower r Street, Suite Su to 800 2011 Estate Transactions Angeles, CALIFORNIA 90017 StatementforLos TERRI GERVASI (213) 4 8 8 - 4 3 0 0 Rec tients of 1 Date of Closing 2 Gross proceeds 03/21/11 $ 195,000.00 FILER'S Federal identification number TRANSFEROR'S identification number 3 Address or legal description 36-3341513 95-6000723 NE corner Cypress &Elm Street Huntington Beach , CA TRANSFEROR'S name (last, first) REDEVELOPMENT AGCY OF HUNTINGTON BEACH APN 165-364-24 Street address 2000 MAIN STREET City, state, and ZIP code 4 Check here if the transferor received or will receive ❑ HUNT INGTON BEACH CA 92647 property or services as part of the consideration , , , , , , , , , , , , , , , , , • File number 5 Buyer's part of real estate tax 675106745201-001 $ 0.00 TERRI GERVASI Department of the Treasury - Internal Revenue Service This is important tax information and is being furnished to the Internal Revenue Service. If you are required to file a return, a negligence penalty or other sanction will be imposed on you if this item is required to be reported and the I.R.S. determines that it has not been reported. Instructions for Transferor Generally, persons responsible for closing a real estate transaction must report the real estate proceeds to the Internal Revenue Service and must furnish this statement to you. If the real estate transferred was your principal residence, file Form 2119, Sale or Exchange of Principal Residence, for any gain, with your income tax return. If the real estate transferred was not your principal residence, report the transaction in the applicable parts of Form 4797, Gains and Losses From Sales or Exchanges of Assets Used in a Trade or Business and Involuntary Conversions, Form 6252, Computation of Installment Sale Income, and/or Schedule D (Form 1040), Capital Gains and Losses and Reconciliation of Forms 1099-B. Box 1 -- Shows the date of closing. Box 2 -- Shows the gross proceeds from a real estate transaction. Gross proceeds include cash and notes payable to you and notes assumed by the transferee (buyer). This does not include the value of other property or services you received or are to receive. Box 3 -- Shows the address of the property transferred or a legal description of the property. Box 4 -- If you received or will receive property(other than cash) or services as part of the consideration for the property transferred, this box should be checked. The value of any property(other than cash) or services is not included in Box 2. Box 5 -- Show any real estate tax on a residence charged to a buyer at settlement. If you have already paid the real estate tax for the period that includes the sale date, subtract this amount from the amount already paid to determine your deductible real estate tax. But if you have already deducted the real estate tax in a prior year, generally report this amount as income on the line for "Other income" on Form 1040. For more information, see Pub. 523. NOTE: This box does not have to be completed if the real estate tax is paid in arrears. It is only applicable in those areas where real estate taxes are paid in advance. se11099 Substitute Form 1099S ❑ CORRECTED (if checked) FILER'S name, street address, city, state, ZIP code, contact name and phone OMB No. 1545-0997 CHICAGO TITLE COMPANY FOR CALENDAR YEAR From Real Proceeds om ea 0 7 Flower 00 S. o r r e Street, Suite 8 u 00 2011 tot Transactions Estate Los Angeles, CALIFORNIA 90017 Statement for ;.::.;..:.>.:.:.>. t Rec ens ii of TERRI GERVASI (213) 488-4300 1 Date of Closing 2 Gross proceeds 03/21/11 $ 195,000.00 FILER'S Federal identification number TRANSFEROR'S identification number 3 Address or legal description 3 6- 3 3 41513 9 5- 6 0 0 0 7 2 3 NE corner Cypress & Elm Street Huntington Beach , CA TRANSFEROR'S name (last, first) REDEVELOPMENT AGCY OF HUNTINGTON BEACH APN 165-364-24 Street address 2000 MAIN STREET City, state, and ZIP code 4 Check here if the transferor received or will receive ❑ HUNTINGTON BEACH CA .92647 property or services as part of the consideration ............... . . File number 5 Buyer's part of real estate tax 675106745201-001 $ 0.00 TERRI GERVASI Department of the Treasury - Internal Revenue Service This is important tax information and is being furnished to the Internal Revenue Service. If you are required to file a return, a negligence penalty or other sanction will be imposed on you if this item is required to be reported and the I.R.S. determines that it has not been reported. Instructions for Transferor Generally, persons responsible for closing a real estate transaction must report the real estate proceeds to the Internal Revenue Service and must furnish this statement to you. If the real estate transferred was your principal residence, file Form 2119, Sale or Exchange of Principal Residence, for any gain, with your income tax return. If the real estate transferred was not your principal residence, report the transaction in the applicable parts of Form 4797, Gains and Losses From Sales or Exchanges of Assets Used in a Trade or Business and Involuntary Conversions, Form 6252, Computation of Installment Sale Income, and/or Schedule D (Form 1040), Capital Gains and Losses and Reconciliation of Forms 1099-B. Box 1 -- Shows the date of closing. Box 2 -- Shows the gross proceeds from a real estate transaction. Gross proceeds include cash and notes payable to you and notes assumed by the transferee(buyer). This does not include the value of other property or services you received or are to receive. Box 3 -- Shows the address of the property transferred or a legal description of the property. Box 4 -- If you received or will receive property(other than cash) or services as part of the consideration for the property transferred, this box should be checked. The value of any property(other than cash) or services is not included in Box 2. Box 5 -- Show any real estate tax on a residence charged to a buyer at settlement. If you have already paid the real estate tax for the period that includes the sale date, subtract this amount from the amount already paid to determine your deductible real estate tax. But if you have already deducted the real estate tax in a prior year, generally report this amount as income on the line for "Other income" on Form 1040. For more information, see Pub. 523. NOTE: This box does not have to be completed if the real estate tax is paid in arrears. It is only applicable in those areas where real estate taxes are paid in advance. se11099 YEAR CALIFORNIA FORM 11 Real Estateit rti to mart I — Seller's Information Return this form to your escrow company. Name Redevelopment Agency of the City of Huntington Beach SSN or ITIN 9 5 6 :, 0 0 y=: 0 7 2 3 Spouse's/RDP's name (if jointly owned) Spouse's/RDP's SSN or ITIN (if jointly owned) Address (suite, room, PO Box, or PMB no.) 2000 Main Street ❑ FEIN ❑ CA Corp no. ❑ SOS file no. City Huntington i3each State CA ZIP Code 9 2 6 4 8 Ownership percentage 100• Property address (if no street address, provide parcel number and county) To determine whether you qualify for a full or partial withholding exemption, check all boxes that apply to the property being sold or transferred. (See line -by-line notes in the Instructions) Part II — Certifications which fully exempt the sale from withholding: 1. ❑ The property qualifies as the seller's (or decedent's, if sold by the decedent's estate) principal residence within the meaning of Internal Revenue Code (IRC) Section 121. 2. ❑ The seller (or decedent, if sold by the decedent's estate) last used the property as the seller's (decedent's) principal residence within the meaning of IRC Section 121 without regard to the two-year time period. 3. ❑ The seller has a loss or zero gain for California income tax purposes on this sale. To check this box you must complete Form 593-E, Real Estate Witholding-Computation of Estimated Gain or Loss, and have a loss or zero gain on line 16. 4. ❑ The property is being compulsorily or involuntarily converted and the seller intends to acquire property that is similar or related in service or use to qualify for nonrecognition of gain for California income tax purposes under IRC Section 1033. 5. ❑ The transfer qualifies for nonrecognition treatment under IRC Section 351 (transfer to a corporation controlled by the transferor) or IRC Section 721 (contribution to a partnership in exchange for a partnership interest). 6. ❑ The seller is a corporation (or a limited liability company (LLC) classified as a corporation for federal and California income tax purposes) that is either qualified through the California Secretary of State (SOS) or has a permanent place of business in California. 7. ❑ The seller is a California partnership, or qualified to do business in California (or an LLC that is classified as a partnership for federal and California income tax purposes and is not a single member LLC) that is not disregarded for federal and California income tax purposes. If this box is checked, the partnership or LLC must still withhold on nonresident partners or members. 8. 9 The seller is a tax-exempt entity under California or federal law. 9. ❑ The seller is an insurance company, individual retirement account, qualified pension/profit sharing plan, or charitable remainder trust. Part III — Certifications that may partially or fully exempt the sale from withholding: Real Estate Escrow Person (REEP): See instructions for amounts to withhold. 10. ❑ The transfer qualifies as a simultaneous like -kind exchange within the meaning of IRC Section 1031. 11. ❑ The transfer qualifies as a deferred like -kind exchange within the meaning of IRC Section 1031. 12. ❑ The transfer of this property is an installment sale where the buyer is required to withhold on the principal portion of each installment payment. Copies of Form 593-I, Real Estate Withholding Installment Sale Acknowledgement, and the promissory note are attached. Part IV — Seller's Sinnature Under penalties of perjury, I hereby certify that the information provided above is, to the best of my led true and correct. If conditions change, I will promptly inform the withholding agent. I understand that the Franchise Tax Board may review relevant escro nts to ensure withholding compliance and that completing this form does not exempt me from filing a California income or franchise tax return to report t Seller's Name and Title Redevelopment Agency of HB Seller's Signature Date Spouse's/RDP's Name Spouse's/RDP's Si atureIfDate Please verify that the SSN or ITIN listed above in Part I of this form is correct. Seller: If you checked any box in Part 11, you are exempt trom real estate wannolaing. If you checked any box in Part III, you may qualify for a partial or complete withholding exemption. If you did not check any box in Part II or Part III, the withholding will be 31/3% (.0333) of the total sales price or the optional gain on sale withholding amount certified by seller on Form 593, Real Estate Withholding Tax Statement. If you are withheld upon, the withholding agent should give you one copy of Form 593. Attach a copy to the lower front of your California income tax return and make a copy for your records. Keep Form 593-C for five years following the close of the transaction. You must furnish the form to the Franchise Tax Board upon request. For Privacy Notice, get form FTB 1131 1 7131113 ,,6 `Y O FORM CGRA1H ='-NEY Form 593-C C2 2010 CHICAGO TITLE COMPANY 700 S. Flower Street, Suite 800, Los Angeles, CA 90017 Phone: (213) 4 8 8- 4 3 0 0 Fax: (213) 612-4138 CERTIFICATE OF NON -FOREIGN STATUS FOR ENTITIES Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withold tax if the transferor is a foreign person. For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Seller, the undersigned herby certifies the following on behalf of Seller: Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. Seller is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii); 3. Seller's U.S employer identification is: 9 5- 6 0 0 7 2 3 and 4. Seller's office address is 2000 Main St. , Huntington Beach, Ca 92648 Seller understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Seller. SIGNATURE BLOCK ATTACHED HERETO AND MADE A PART HEREOF CNFSFE -- 10/21 /03 AA p_ , SIGNATURE BLOCK TO CERTIFICATE OF NON-FOREGN STATUS FOR ENTITIES ESCROW NO. 106745201-x40 Dated this J I day of _—9 2011 Seller: Redevelopment Agency of the City of Huntington Beach, a public body Of the State of California By: tred Wilson Name: cutive Director Its: _E AS FCM &CIN :--cBATH,NEV DO NOT DESTROY THIS NOTE: When paid and before a reconveyance will be made by the Trustee, this original Note, the original Deed of Trust securing same and a Request for Full Reconveyance must be surrendered to the Trustee for cancellation and retention. NOTE SECURED BY DEED OF TRUST (STRAIGHT NOTE) For value received, the undersigned promises to pay to The Redevelopment Agency of the City of Huntington Beach, or order, at City of Huntington Beach City Hall, 2000 Main Street, Huntington Beach, CA 92648, the principal sum of One Hundred Thirty -Six Thousand Five Hundred Dollars ($136,500) (the "Original Principal Amount"), together with interest at the rate of Six Percent (6%) per annum (the "Interest Rate"), as follows. The Original Principal Amount will be payable in quarterly installments that will fully amortize the Original Principal Amount at the Interest Rate over a three year period, that is, in twelve quarterly installments of $12,514.32 each. The first such installment will be due on the 21' day of June, 2011, and each installment thereafter will be due three months after the immediately preceding installment. Principal and interest shall be payable in lawful money of the United States. If an action is instituted on this note, I promise to pay such sum as the Court may fix as attorney's fees. Should default be made in an installment payment under this note when due, and if such default continues for ten (10) days after written notice to the undersigned, the entire principal sum and accrued interest will at once become due and payable at the option of the holder of this note. Notices to the undersigned shall be delivered by certified mail to: NF Huntington Retail, LP, c/o Decron Properties Corp., 6222 Wilshire, Boulevard, Suite 400, Los Angeles, CA 90048, Attn: David J. Nagel, with a copy to the same address Attn: Thomas E. Schiff; or, to such other address as the undersigned may specify in writing to the payee of this Note. NF HUNTINGTON RETAIL, LP, a California limited partnership By: Huntington Retail GP, LLC, its General Partner By: �� Dated as of. March 21, 2011 David J. Nagel, Its Authorized Signatory r RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO NF Huntington Retail, LP c/o Decron Properties Corp. 6222 Wilshire Boulevard, Suite 400 Los Angeles, CA 90048 Attn: David J. Nagel Recorded In Official Records, Orange County Tom Daly, Clerk -Recorder IIIIIIIIIIIIIIIIIIIIIIIIIIillllllllllllllllllllllllllllllllin 24.00 2011000145056 08:00am 03/21/11 66 406 D 11 A30 4 0.00 0.00 0.00 0.00 9.00 0.00 0.00 0.00 DEED OF TRUST WITH ASSIGNMENT OF REFITS AS ADDITIONAL SECURITY This DEED OF TRUST, made as of March 21, 2011, between NF HUNTINGTON RETAIL, LP, a California limited partnership, herein called TRUSTOR, whose address is c/o Decron Properties Corp. 6222 Wilshire Boulevard, Suite 400 Los Angeles, CA 90048 CHICAGO TITLE COMPANY, a California Corporation, herein called TRUSTEE, and THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, herein called BENEFICIARY, Trustor irrevocably grants, transfers and assigns to Trustee in Trust, with Power of Sale that property in Orange County, California, described as: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED BY THIS REFERENCE HEREIN Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits. For the Purpose of Securing (1) payment of the sum of $136,500 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein or reciting it is so secured; (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust referenced herein, and it is mutually agreed that all of the provisions set forth in subdivision B of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: 1 DIN-715 201 r !``9 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO NF Huntington Retail, LP c/o Decron Properties Corp. 6222 Wilshire Boulevard, Suite 400 Los Angeles, CA 90048 Attn: David J. Nagel DEED OF TRUST WITH ASSIGNMENT OF RENTS AS ADDITIONAL SECURITY This DEED OF TRUST, made as of March 21, 2011, between NF HUNTINGTON RETAIL, LP, a California limited partnership, herein called TRUSTOR, whose address is c/o Decron Properties Corp. 6222 Wilshire Boulevard, Suite 400 Los Angeles, CA 90048 CHICAGO TITLE COMPANY, a California Corporation, herein called TRUSTEE, and THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, herein called BENEFICIARY, Trustor irrevocably grants, transfers and assigns to Trustee in Trust, with Power of Sale that property in Orange County, California, described as: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED BY THIS REFERENCE HEREIN Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits. For the Purpose of Securing (1) payment of the sum of $136,500 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of Trustor incorporated by reference or contained herein or reciting it is so secured; (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust referenced herein, and it is mutually agreed that all of the provisions set forth in subdivision B of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: d®to-7152®4->,q9 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 71-10-26 615 Sonoma 2067 427 Calveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 De[ Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity. 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego Series 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties) are preprinted on the following pages hereof and are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge thereof does not exceed the maximum allowed by laws. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. NF HUNTINGTON RETAIL, LP, a California limited partnership By: Huntington Retail GP, LLC, its General Partner David J. Nagel, its Authorized Signatory STATE OF CALIFORNIA } COUNTY OF LOS ANGELES } S.S. On March 19, 2011 before me, C ink, L , a.,-J�Q-4-4— , a Notary Public in and for said County and State, personally appeared, AVID J. NAGEL, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/axe subscribed to the within instrument and acknowledged to me that he/she4they executed the same in his/her4heir authorized capacity(ies), and that by his/hev4teir 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. CINDY L. KACKERT Commission # 1788797 Z 04r-'. Notary PublIC - Canature: Si �1n <�-`� _g liforniaLos Angeles County MY Comm• E�ires tan 13.2012 EXHIBIT "A" PARCEL 1 OF PARCEL MAP NO. 90-111, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 260 PAGES 19 AND 20 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AT ANY TIME UPON SAID LAND OR WITHIN THE TOP 500 FEET THEREOF, FOR THE PURPOSE OF EXPLOITING FOR, DEVELOPING, PRODUCING, REMOVING AND MARKETING SAID SUBSTANCES. (CITY OF HUNTINGTON BEACH ORD. 2636, 21 SEP 83) THE CITY OF HUNTINGTON BEACH IN INSTRUMENT RECORDED MAY 21, 1987 AS INSTRUMENT NO. 87-287612 AND NO. 87-287613 OF OFFICIAL RECORDS. -- r DO NOT RECORD The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each County in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer, or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may, make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge, or lien which in the judgement of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his or her reasonable fees. (5) To pay immediately and without demand all sums so expanded by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby, any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him or her in the same manner and with the same effect as above provided for regarding disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his or her right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or 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." (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his or her own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property , the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby 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 said property, which notice Trustee shall Cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said 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 said 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. 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 as hereinafter defined, 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. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors,.and assigns. The term Beneficiary shall mean the owner and holder, including pledgees of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or the neuter, and the singular number includes the plural. (9) The Trustee accepts this Trust when this Deed, duty executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a parry unless brought by Trustee. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO CHICAGO TITLE COMPANY The undersigned is the legal owner and holder of the note or notes and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidence of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated 6VAII- L � Please mail Deed of Trust, ��� L 14 Lac f�2�P�c" c-'�' f Note and Reconveyance to (� ..� �� s ��Q- Oil , S" °t%- 4 oA t.-os `l 3C`fd Do not lose or destroy this Dead of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. e CrIt!CAGO T ITLLr--- COMPANY ,1a RECORDING REQUESTED BY ANDMEN RECORDED MNI THIS DEEDAND, UNLESS OTHERWISE SHOWN 6ELO'A', AWL TAX STATEMENT M Name NF Huntington Retail, LP street Address c!o Dacron Properties Corp. city& 6222 Wilshire Boulevard, Suite 400 state Los Angeles, CA 90048 Zip Title Order No. FscrowNo. Recorded In Official Records, Orange County Tom Daly, Clerk -Recorder IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 9.00 2011000145055 05:00arm 03121/11 66 406 G02 2 Non-dls 0.00 0.00 0.00 0.00 3.00 0.00 0.00 0.00 Grant Deed REGORDER'S USE ! THE TJNDERSIGNED GRANTOR (S) DECLARE (S) DOCUMENTARY TRANSFER TAXIS$ got of public record unincorporated area City of HunEngton Beach, CA Parcel No. 1165-364-24 d computed on full value of interest or property conveyed, or © computed on full value less value of liens or encumbrances remaining at time of sale, and FOR A VALUABLE CONSIDERATION; receipt dwhich is hereby acknowledged, The Redevelopment Agency of the City of Huntington Beach hereby GRANTS) to NF Huntington Retail, LP, a California limited partnership the following described real property in the county of Orange state of California See legal description attached hereto as Exhibit "A" and incorporated herein by this reference. Grantor: The Redev opment Agency of Dated 2011 the C' of Huntington Beach STATE OF CAUFORNIA COUNTY OF ORANGE On j o t I before me, C\�1 1 t �� lVGI eV A;u4sti.4 )tl'U4 1C EM I (here Insert name and&tie By: . $181404 r personally appeared% mi tN Orange County MY Comm. Fqqrps 2.3, who ed to me on e b sis f satisfacto evidence to be n satisfactory ersc vhose na s are subscribed to the within Instrume .� I� )owfedged and a to that•i�flhey executed the same in W&AsdMeir authorized capac% es 1 and that by NsMefAhek slgnatuia&n the Irmtrument the person(t)or the entity upon behalf I'RCi1!" of vhaldl UIe persons) oted, executed the Instrument. PROS 7-0 p:U � � �H, CitV Attornc certify under PENALTY OF PERJURY under the laws of the state of Caltfornla that the foreg g paragraph is true and correct. + Deputy Cihr.Attr.. , WiTN d official seal Sign lure (TNs a�oa iorofr of rbt&rtat seal) HAIL TAX STAWNIEWS TO PARTY SHOWN ON FOLLOWING LILYE; rF NO PARTY SHOWN, MAIL AS DIRECTED ABOVE Name Street Address City & State 1a1ol y,S2-aI --,q-q 9 RECORDING REQUESTED BY AND WHEN RECORDED MAIL THIS DEED AND, UNLESS OTHERWISE SHOWN BELOW, MAIL TAX STATEMENT TO: Name NF Huntington Retail, LP Street Address clo Deeron Properties Corp. city & 6222 Wilshire Boulevard, Suite 400 state Los Angeles, CA 90048 Zip Title Order No. Escrow No. Grant Deed THE UNDERSIGNED GRANTOR (S) DECLARE (S) DOCUMENTARY TRANSFER TAXIS$ not of public record unincorporated area City of Huntington Beach, CA Parcel No. 165-364-24 �✓ computed on full value of interest or property conveyed, or computed on full value less value of liens or encumbrances remaining at time of sale, and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The Redevelopment Agency of the City of Huntington Beach hereby GRANT(S) to NF Huntington Retail, LP, a California limited partnership the fol lowing described real property in the county of Orange , state of California See legal description attached hereto as Exhibit "A" and incorporated herein by this reference. Dated ! 201i1 STATE OF CALIFORNIA COUNTY OF ORANGE On name and title or the , personally appeared Grantor: The Redev opment Agency of the C' of Huntington Beach _before me, °,1i:t^u N, JL By who pro d to me on a basis �if satisfactory evidence to be t person s) `vhose Hanle s} Ware subscribed to the within lnsirumerW and a owledged to me that -hefpheithey executed the same in h44w/their authorized capacity((ee ' and that by his/her/their signature sgon the i rument the person(2 ', r the entity upon behalf of which the person sVcted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the state of California that the forego g paragraph Is truee and correct. MTNES�Ptd�d officia) seal (1 l .'PPRCld' KtfFE en y COMM. $1814694 County signature` ` - i S�-f-""' �� (This area foroffielal notarial seat) IMAIL TAX STATEMENTS TO PARTY SK 'N ON FOLLOWING LTNE; IF NO PARTY SHOWN, bIAIL AS DIRECTED ABOVE Name Street Address City & State a PARCEL I OF PARCEL MAP NO. 90-1 11, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 260 PAGES 19 AND 20 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AT ANY TIME UPON SAID LAND OR WITHIN THE TOP 500 FEET THEREOF, FOR THE PURPOSE OF EXPLOITING FOR, DEVELOPING, PRODUCING, REMOVING AND MARKETING SAID SUBSTANCES. (CITY OF HUNTINGTON BEACH ORD. 2636, 21 SEP 83) THE CITY OF HUNTINGTON BEACH IN INSTRUMENT RECORDED MAY 21, 1987 AS INSTRUMENT NO. 87-287612 AND.NO. 87-287613 OF OFFICIAL RECORDS. c ti STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT RE MADE A FART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER PURSUANT TO THAT CERTAIN SECTION OF THE REVENUE AND TAXATION CODE OF ORANGE COUNTY ORDINANCE. REGISTRAR/RECORDER, COUNTY OF ORANGE The request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of tax due NOT be shown on the original document which names: The Redevelopment Agency of the City of Huntington Beach (Name of Grantor) and NF Huntington Retail, LP, a California limited partnership (Name of Grantee) Property described in the attached document is located in the City of: Huntington Reach (Name of City or Unincorporated area) The amount of tax due on the attached document is: $214.50 Orange County XXXXXX Computed on full value of property conveyed Signature of Declarant or Agent Chicago Title Company Name of Company NOTE: AFTER THE PERMANENT RECORD IS MADE, THIS FORM WILL RE AFFIXED TO THE CONVEYING DOCUMENT AND RETURNED WITH IT. , Iu ,GL 3 r COMPANY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO NF Huntington Retail, LP c/o Decron Properties Corp. 6222 Wilshire Boulevard, Suite 400 Los Angeles, CA 90048 Attn: David J. Nagel Recorded In Official Records, Orange County Torn Daly, Clerk -Recorder 111111111111111111Ill 111111111111111111Ill] IflIIIIIII111Ill 24.00 2011000145056 08:00am 03/21/11 66466 D77 A30 0.00 0.00 0.00 0.00 9.00 0.00 0.00 0.00 DEED OF TRUST WITH ASSIGNMENT OF REFITS AS ADDITIONAL SECURITY This DEED OF TRUST, made as of March 21, 2011, between NF HUNTINGTON RETAIL, LP, a California limited partnership, herein called TRUSTOR, whose address is c/o Decron Properties Corp. 6222 Wilshire Boulevard, Suite 400 Los Angeles, CA 90048 CH[ICAGO TITLE COMPANY, a California Corporation, herein called TRUSTEE, and THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, herein called BENEFICIARY, Trustor irrevocably grants, transfers and assigns to Trustee in Trust, with Power of Sale that property in Orange County, California, described as: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED BY THIS REFERENCE HEREIN Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits. For the Purpose of Securing (1) payment of the sum of $136,500 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein or reciting it is so secured; (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust referenced herein, and it is mutually agreed that all of the provisions set forth in subdivision B of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: I o(9-715 201 r )14 9 Amador 133 438 Lassta 192 367µ Riverside 3778 347 Solants 1287 621 Butte 1330 513 Los Angeles T-3318 374 Sacramento 71-10-26 615 Sonoma 2067 427 Calveras 185 339 Madera 911 136 San Benito 300 405 Stanislav, 1970 56 Colusa 323 391 Morin 1949 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4694 1 Maripo,a 90 453 San Francisco A-804 596 - Tehama 457 193 Del Norte 101 549 Mendocino 667 99 Sao Joaquin 2855 293 Trinity 108 595 F1 Dorado 704 635 Merced 1660 753 Son Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 381 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Y.10 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Ntvade 363 94 shesta goo 633 Kern 3756 6" Orange 7192 I8 San Diego Series 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B, (identical in all counties) are preprinted on the following pages hereof and are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge thereof does not exceed the maximum allowed by laws. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. NF HUNTINGTON RETAIL, LP, a California limited partnership By: Huntington Retail GP, LLC, its General Partner By: t4 David J. Nagel, its Authorized Signatory STATE OF CALIFORNIA } COUNTY OF LOS ANGELES } S.S. On March, 2011 before me, S l/1 fl�f�J���L ���me a Notary Public in and for said County and State, personally appeared, A�VID on the basis of satisfactory evidence to be the person(s) whose name(s) is/ar-e subscribed to the within instrument and acknowledged to me that he/she/hey executed the same in his/her/fiheir authorized capacity(res), and that by his/hen4heir signature(,sy on the instrument the person(� Kor the entity upon behalf of which the person(s)a'cted, 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. CINDY L. KACKERr c COMMISalOn # 1788797 Notary Public - California Signature: O�L03 Angete8 COuntyAgelea C 13,2Al2 EXHIBIT "A" PARCEL 1 OF PARCEL MAP NO. 90-111, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 260 PAGES 19 AND 20 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AT ANY TIME UPON SAID LAND OR WITHIN THE TOP 500 FEET THEREOF, FOR THE PURPOSE OF EXPLOITING FOR, DEVELOPING, PRODUCING, REMOVING AND MARKETING SAID SUBSTANCES. (CITY OF HUNTINGTON BEACH ORD. 2636, 21 SEP 83) THE CITY OF HUNTINGTON BEACH IN INSTRUMENT RECORDED MAY 21, 1987 AS INSTRUMENT NO. 87-287612 AND NO. 87-287613 OF OFFICIAL RECORDS.