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HomeMy WebLinkAboutRESOLUTION TRUST CORPORATION (RTC) - CHARTER SERVICE CORPORATION - 1994-10-28 r�C Id aN-94V S m B 1M STATE OF CALIFORNIA 1 E E tieC1934 UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC 1 (REV 1190) 915 iF r 1 Lb( le 2 3122g55 00 00I2 C g PHONE(213)229 5500 i IMPORTANT Read instructions on back before filling out form For Recoroing with the Orange County Recorder s Office This Financing Statement is presented for filing and will remain effective with certain exceptions for five years from the date of filing pursuant to Section 9403 of the California Uniform Commercial Code I 1 DEBTOR (LAST NAME FIRST IF AN INDIVIDUAL) T SOCIAL SECURITY OR FEDERAL TAX NO I 501 MAIN INC 95-4469448 1 B MAILING ADDRESS C/o $ aoul J Levy 1 C CITY STATE 1 D ZIP CODE I 100 Wilshire Blvd Suite 1230 Santa Monica CA 1 90401 2 ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST IF AN INDIVIDUAL) 2A SOCIAL SECURITY OR FEDERAL TAX NO 2B MAILING ADDRESS 2c CITY STATE 2D ZIP CODE I 3 DEBTORS TRADE NAMES OR STYLES (IF ANY) 3A FEDERAL TAX NUMBER 4 SECURED PARTY 4A SOCIAL SECURITY NO FEDERAL TAX NO NAME CHARTER SERVICE CORPORATION OR BANK TRANSIT AND A B A NO MAILING ADDRESS c/o Midland Loan Services 210 W 10th Street P 0 Box 419158 CITY Kansas City STATE Missouri ZIP CODE 64141-6158 5 ASSIGNEE OF SECURED PARTY (IF ANY) 5A SOCIAL SECURITY NO FEDERAL TAX NO . NAME OR BANK TRANSIT AND A B A NO MAILING ADDRESS CITY STATE ZIP CODE 6 This FINANCING STATEMENT covers the following types or items of property ( include description of real property on which located and owner of record when required by instruction 4) See Exhibits A and B attached hereto TI-f 1 S i 5 A- PYTI U gE rit t.i lv f, aC ROW?10 9D 04 T WEPk- C _ _ -:1 L <-, 7 CHECK 7A PRODUCTS OF COLLATERAL ❑X I 70 DEBTOR(S)SIGNATURE NOT REQUIRED IN ACCORDANCE I O IF APPLICABLE ARE ALSO COVERED WITH INSTRUCTION 5(a) ITEM Ld . I (1) 0 (2) 0 (3) 00 a) I 8 CHECK X I ❑ DEBTOR IS A TRANSMITTING UTILITY IN ACCORDANCE WITH UCC § 9105 (1) (n) IF APPLICABLE 1 9 501 Main Inc DATE C 5A THIS SPACE FOR USE OF FILING OFFICER �Q OD (DATE TIME FILE NUMBER SIGNATURE A)OF DEBTOR(S) E AND FILING OFFICER) By Leonard Feldman President Shaoul J—Levy`Vice-President 2 TYPE OR PRINT NAME(S)OF DEBTOR(S) •m CHARTER SERVICE CORPORATION 3 . SIGNATURE(S)OF S C PARTY(IES) 4 By 5 Name 'a% ?I- Title � TYPE OR PRINT NAMES)OF SEC D ARTY(IES) B 1 1 Return copy to 7 NAME FQUAN COHEN KURAHASHI YANG SCHOLTZ & HIRANO B ADDRESS 777 So Figueroa Street 38th Floor CITY Los Angeles CA 90017-2513 9 STATE �A ZIP CODE ttn Richard P Yang Esq O Approved by the Secretary of State CALIFORNIA NEWSPAPER SERVICE BUREAU INC SEARCH SERVICE 1 (800)952 5232 White-Filing Officer Copy Pink-Filing Officer Copy Acknowledgement Green-File Copy Secured Party\Blue-Flle Copy Debtor �\ w MMS nn nn�aj.� m 2w O i r F 1 PLEASE TYPE THIS FORM USING BLACK TYPEWRITER RIBBON 2 IF THE SPACE PROVIDED FOR ANY ITEM IS INACCURATE i t a Note Cont d in the appropriate space(s) b ,Continue the item(s) preceded by the Item No on an additional 8 1/2 x 11 sheet c�-iead each additional sheet with the Debtor s name(last name first for individuals)appearing in Item No 1 of this form Be sure to attach a copy of the additional sheet to each copy of the form f , 3 NUMERICAL IDENTIFICATION a If the Debtor Secured Party or Assignee is an individual include Social Security number in the appropriate space Disclosure of Social Security number is optional for the filing of this statement It will be used to assist in correctly identifying individuals with similar names (UCC§9403[5]) b If the Debtor Secured Party or Assignee is other than an individual or a bank show Federal Taxpayer Number in the appropriate space c If the Secured,Party or Assignee is a bank show Transit and ABA number in the appropriate space This must be the complete 10 digit number 4 COLLATERAL DESCRIPTION -- Item 6 a If the financing statement covers crops growing or to be grown the statement must also contain a description of the real estate concerned in accordance with UCC§9402 (1) b if the financing statement covers timber to be cut or covers minerals or the like oil or gas or accounts subject to UCC § 9103 (5) the statement must show that it covers this type of collateral and the statement must also show it is to be recorded in the real estate records and the financing statement must contain a description of the real estate sufficient if it were contained in a mortgage of the real estate to give constructive notice of the mortgage under the law of this State If the debtor does not have an interest of record in the real estate the financing statement must show the name of a record owner in Item No 6 5 SIGNATURES Before mailing be sure that the financing statement has been properly signed A financing statement requires the signature of the debtor)only except under the following circumstances If any of these circumstances apply check the appropriate box in item 7B and enter required information in Item 6 a Under the provisions of UCC § 9402(2) a financing statement is sufficient when it is signed by the secured party alone if it is filed to perfect a security interest in (1) collateral already subject to a security interest in another jurisdiction when it is brought into this State or when the debtor s location is changed to this State Such a financing statement must state that the collateral was brought into this State or that the debtor s location was changed to this State (2) proceeds under UCC § 9306 if the security interest in the original collateral was perfected Such a financing statement must describe the original collateral and give the date of filing and the file number of the prior financing statement (3) collateral as to which the filing has lapsed Such a financing statement must include a statement to the effect that the prior financing statement has lapsed and give the date of filing and the file number of the prior financing statement (4) collateral acquired after a change of name identity or corporate structure of the debtor Such a financing statement must include a statement that the name identity or corporate structure of the debtor has been changed and give the date of filing and the file number of the prior financing statement and the name of the debtor as shown in the prior financing statement 6 FILING FEE -- PROPER PLACE TO FILE Enclose filing fee of five dollars ($5 00 Filing Fee Subject to Change) payable to the appropriate Filing Officer Financing statements and related papers pertaining to consumer goods should be filed with the County Recorder in the county of the debtor s residence or if the debtor is not a resident of this State then in the office of the County Recorder of the county in which the goods are kept When the collateral is crops growing or to be grown timber to be cut or minerals or the like (including oil and gas) or accounts subject to UCC § 9103 (5) then filing is with the County Recorder where the property is located In other cases filing is with the Secretary of State 7 REMOVE SECURED PARTY AND DEBTOR COPIES C Send the original and first copy to the Filing Officer with the correct filing fee The original will be retained by the Filing Officer The copy will be returned with the filing date and time stamped thereon Indicate the name and mailing address of the person or firm to whom the copy is to be returned in Item No 11 C x ' i MSUIED NY Commonwealth. LOAN POUCY of TnU INSURANCE r Land Title Insurance Company SUBJECT TO THE EXCLUSIONS FROM COVERAGE.THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS,COMMONWEALTH LAND TITLE INSURANCE COMPANY,a Pennsylvania corporation,herein ' called the Company.insures,as of Date of Policy shown in Schedule A.against loss or damage,not exceeding the Amount of Insurance stated in Schedule A.sustained or incurred by the insured by reason of: 1 I 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; x t c iI 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; i 4. Lack of a right of access to and from the land; Lo l rf S. The invalidity or unenforceability of the lien of the insured mortgage upon the title; C1 rn `I 6. The priority of any lien or encumbrance over the lien of the insured mortgage; -� m rt rn t. T. Lack of priority of the lien of the insured mortgage over any statutory ten for services,labor or material: rU 1 (a)arising from an Improvement or work related to the land which Is contracted for or commenced prior to Date of PolicVbr(b f lrisii;iV from an improvement or work related to the land which is contracted for or commenced subsequent to Date of Policy and win is "need in whole or in pan by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured hSs ldvanced or is obligated to advance; Lo 11. Any assessments for street improvements under construction or completed at Date of Policy not excepted in Schedule B vW+ h no have No i gained or hereafter may gain priority over the Gen of the insured mortgage. 9. The invalidity or uneeforceability of any assignment of the insured mortgage,provided the assignment is shown in Schedule A.or the failure �I of the assignment shown in Schedule A to vest title to the insured mortgage in the named insured assignee free and clear of all Dens. �I The Company will also pay the costs.attorneys'fees and expenses incurred in defense of the title or the lien of the insured mortgage,as insured, but only to the extent provided in the Conditions and Stipulations. lV WITNESS WHEREOF,COMMONWEALTH LAND TITLE INSURANCE COMPANY has caused its corporate name and seal to be hereun- to affixed by its duly authorized officers,the Policy to become valid when countersigned by an authorized officer or agent of the Company. {Yi COMMONWEALTH LAND TITLE INSURANCE COMPANY Attest: / Secretary President EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys' I fees or expenses which arise by reason of: I, (a)Any law,ordinance or governmental regulation(including but not United to building and toning laws,ordinances,or regulations)re- stricting,regulating,prohibiting or relating to(i)the occupancy,use,or enjoyment of the land;(ii)the character,dimensions of location { of any improvement now or hereafter erected on the land;(iii)a separation in ownership or a change in the dimensions or area of the land i j or any parcel of which the land is or was a pan;or(iv)environmental protection,or the effect of any violation of these laws,ordinances II or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance result- 41 ing from it violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.(b)Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect.Gen or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the tights of a purchaser for value without 1 knowledge. 3. Defects,hens,encumbrances,adverse claims or other matters:(a)created,suffered,assumed or agreed to by the insured claimant;(b)not +� known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;(c)resulting in no loss or damage to the insured claimant;(d)attaching or created subsequent to Date of Policy(except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory Gen for servim,labor or material);or(e)resulting in loss or damage which t would not have been sustained if the'insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the Inability or failure of the Insured at Date of Policy,or the inability sets or failure of any subsequent owner of the indebtedness,to comply with applicable doing business laws of the state in which the land is situated. S. Invalidity or unenforceability or the lien of(he insured mortgage,or claim thereof,which arises out of the transaction evidenced by the 1 insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. i4 6. Any statutory lien for services,tabor or materials(or the claim of priority of any statutory lien for services, labor or materials over the II lien of the insured mortgage)arising from an improvement or work related to the land which is contracted for and commenced subsequent 1 to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date j of Policy the insured has advanced or is obligated to advance. T. Any claim,which arises out of the transaction creating the interest of the mortgage insured by this policy,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'tights laws.that is based on: (a)the transaction creating the interest of the insured mongagee being deemed a fraudulent conveyance or fraudulent transfer;or (b)the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination;or (c)the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (i) to timely record the instrument of transfer;or i (ii)of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. ALTA Loan Policy Wlh ALTA Cn&rsement-Form 1 (Street Assessment)(10-1 T-92) Fav Page Valid Only If Schedules A and B and Cover Ate Attached Fotm 1192-1 ORIGINAL CONDMONS AND STIPULATIONS 1.DUVCTIpN Of TERMI. (i)the Amount of Insurance stated in Schedule A: The following terms when used in this policy mean: (6) the amount of the principal of the indebtedness secured by the (a)"insured":the insured named in Schedule A.The term"insured"also insured mortgage as of Date of Policy. interest thereon, expenses of t includes foroctosure, amounts advanced pursuant to the insured mortgage to assure r the owner of the indebtedness secured by the insured mortgage and compliance with laws or to protect the lien of the insured mortgage prior to (i) Ilan the time of acquisition of the estate or interest in the land and secured each successor in ownership of the indebtedness except a successor who is an thereby and reasonable amounts expended to prevent deterioration of obligor under the provisions of Section 12(c) of these Conditions and improvements,but reduced by the amount of all payments made,or Stipulations (reserving, however.all rights and defenses as to any successor that the Company would have had against any predecessor insured, unless (iii) the amount paid by any governments] agency or governmental the successor squired the indebtedness as a purchaser for value without instrumentality. if the agency or instrumentality is the insured claimant. in knowledge of the asserted defect.lien,encumbrance,adverse claim or other the acquisition of the estate or interest in satisfaction of its insurance t matter insured against by this policy as affecting title to the estate or interest contract or guaranty. in the Iwo); L NOTICE Of CLAIM TO BE GIVEN BY INSURED CLAIMANT. (ii) any governmental agency or governmental instrumentality which is The insured shall notify the Company promptly in writing (i) in case of an insurer or guarantor under an insurance contract or guaranty insuring or any litigation as set forth in Section 4(a) below.(ii)in cue knowledge shall guaranteeing the indebtedness secured by the insured mortgage,or any part come to an insured hereunder of any claim of tick or interest which is thereof,whether named as an insured herein or not; adverse to the title to the estate or interest or the lien of the insured (iii) the parties designated in Section 2(s) of these Conditions and mortgage,as insured. and which might cause loss or damage for which the Stipulations. Company may be liable by virtue of this policy,or(iii)if title to the estate or (b)"insured claimant" an insured Claiming lass or damage. interest or the lien of the insured mortgage, as insured. is rejected as • unmarketable, if prompt notice shall not be given to the Company,then as (c) "knowledge" or "known: actual knowledge, not constructive to the insured all liability of the Company shall terminate with regard to the knowledge or notice which may be imputed to an insured by reason of the matter or matters for which prompt notice is required; provided. however. public records as defined in this policy or any other records which impart that failure to notify the Company shall in no case prejudice the rights of constructive notice of matters affecting the land. any insured under this policy unless the Company shall be prejudiced by the (d) "land": the land described or referred to in Schedule A. and failure and then only to the extent of the prejudice. improvements Affixed thereto which by law constitute real property. The 4.DEFENSE AND PROSECUTION Of ACTIONS;DUTY Of WWRED term "land" does not include any property beyond the lines of the area CLAAUAT TO COOPERATE• described or referred to in Schedule A.nor any right.title,interest.estate or easement in abutting strata,roads,avenues,alleys,lanes,ways or waterways. (a) Upon written request by the insured and subject to the options but nothing herein shall modify or limit the extent to which a right of access contained in Section 6 of these Conditions and Stipulations,the Company.at to and from the land is insured by this policy. its own coat and without unreasonable delay,shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to (e) "mortgage": mortgage, deed of trust. trust deed. or other security the title or interest as insured, but only as to those stated causes of action instrument. alleging a defect,lien or encumbrance or other matter insured against by this (f) "public records": records established under state statutes at Date of policy. The Company shall have the right to select counsel of its choice Policy for the purpose of imparting constructive notice of matters relating to (subject to the right of the insured to object for reasonable cause) to real property to purchasers for value and without knowledge.With respect to represent the insured as to those stated causes of action and shall not be Section I (a) (iv) of the Exclusions From Coverage, "public records" shall liable for and will not pay the foes of any other counsel. The Company will also include environmental protection Gen&filed in the records of the clerk of not pay any fem costs or expenses incurred by the insured in the defense of the United States district court for the district in which the land is located. those causes of action which allege matters not insured against by this policy. (g)"unmarketability of the title": an alleged or apparent [cutter affecting (b) The Company shall have the right. at its own cost. to institute and the title to the land. not excluded or excepted from coverage, which would prosecute any action or procoeding or to do any other act which in its entitle a purchaser of the estate or interest described in Schedule A or the opinion may be necessary or desirable to establish the tick to the estate or insured mortgage to be released from the obligation to purchase by virtue of interest or The lien of the insured mort or a contractual condition requiring the delivery of marketable title, d. as insured. or to prevent reduce lowor damage to the insured. The Company may take e any t CONTINUATION Of INSURANCE. appropriate action under the terms of this policy. whether or not it shall be (a)After Acquisition of Title.The coverage of this policy shall continue in liable hereunder, and shall not thereby concede liability or waive any force as of Date of Policy in favor of(i)an insured who squires all or any provision of this policy. If the Company shall exercise its rights under this part of the estate or interest in the land by foreclosure, trustee's sale, paragraph,it shall do so diligently. conveyance in Iieu of foreclosum or other legal manner which discharges the (c)Whenever the Company shall have brought an action or interposed a Lien of the insured mortgage, (ii) a transferee of the estate or interest so defense as required or permitted by the provisions of this policy, the acquired from an insured corporation, provided the transferee is the parent Company may pursue any litigation to final determination by a court of or wholly-ownod subsidiary of the insured corporation, and their corporate competent jurisdiction and expressly reserves the right. in its sole discretion successors by operation of law and not by purchsse;subject to any rights or to appeal from any adverse judgement or order. defenses the Company may have against any predecessor insured&: and (iii) any governmental agency or governmental instrumentality which acquires all (d) In all cases where this pokey permits or "quiet the Company to or any part of the estate or interest pursuant to a contract of insurance or prosecute or provide for the defense of any action or proceeding• the insured guaranty insuring or guaranteeing the indebtedneu secured by the insured shall secure to the Company the right to so prosecute or provide defense in mortgage- the action or proceeding.and all appeals therein,and permit the Company to After Conveyance of Tick.The covers of this 1 shall continue in �' at its option. the name of the insured for this purpose. Whenever (b) ve} coverage policy requested by the Company,the insured,at the Company's expense,shall give force as of Date of Policy in favor of an insured only so long as the insured the Company all reasonable aid (i) in any action or proceeding, securing retains an estate or interest in the sand,or holds an indebtedness secured by evidence, obtaining witnessm prosecuting or defending the action or a purchase money mortgage given by a purchases from the insured,or only proceedin&or effecting settlement,and(u)in any other lawful act which in to long as the insured shall have liability by reason of covenants of warranty the opinion of the Company may be necessary or desirable to establish the made by the insured in any transfer or conveyance of the estate or interest. title to the estate or interest or the lien of the insured mortgage,as insured. Thies policy shall not continue in fora in favor of any purchaser from the U the Company is prejudiced by the failure of the insured to famish the inau d of either(i)an estate or interest in the land, or(ii)an indebtedness required cooperation. the Company's obligations to the insured under the seamed by a purchase money mortgage given to the insured. policy shall terminate. including any liability or obligation to defend. (e)Aaortat of Insurance:The amount of insurance after the acquisition or prosecut4 or continue any litigation. with regard to the matter or matters sifter the conveyance shall in neither event exceed the least of: requiring such cooperation. Co.r deco mad 5tltta udess Ca.t>•r W 1m k Grey 131192-1 tt�.areuattuu� S.MOOr- OF LOSS OR DAMAGE. (b)Aynmeat is put by Sky past a ad dw P at(he Irsrbudnm of trey wthw oMptiam Im ddrtios W ad&flee to shotiott tuned wide*Satiom 1 of Uear Comktioaa ad Supeletioo sme by the insured amonpp. of p7 WWantmry Partial sunfaetion me neISan of de iaered he..Me.ip v the Cow way.a proof of low or aarna�r yid and mworw No eke m.ured ~011P1a b the ateet or eke panaww,s.ciaranioe«rater,mhem sadem der sro.nt serf has.rlere Sleemrat fell o fwnnhd b tie�os�.��a eku 10 ar aM tlrr iawred dormant.ahaA.rnnar. Pro urea.The anoow of inewaam may therafrer be MtrinsW y sea"iwewat and a/n.os the facie pmg has b tie Comm.«damaW."he peoaf of low or d.sap span decnbe the ddst w6 or wade to Pow the hoe d the Wares wongap and smtirod thwby.with bur"Yrn.n.}row w ken or an"M was=as eke wlhr.«other motor nand ORBON by"po&Y wkaj dotwtmttn tie 00 west Shall the NrwmBt of asnmmmm nbr VWW dims the Arwowte of hansnw Beard i lchmwule A. bass of lam.r da.ye and Shull&tau.to the etuat possible.the basis or eskrktng the arrant of ref hy.rat is fun by any ps+n or ON voketary satahcsift or erlsw of Ow brewed maspp the tvs«dar.S tf taw Camps■r is pR7adhow by the fsdwr of the wawod claimant to pondr dw "yroisaw an babdn7 of the Company poeyt r peovided in Senio s S(■)of tree Conditions and cµrred proorot bc or damp.the company's obhistsoma to the hawed ondvr ON potty she Setpuisuewa. laminate.inc edug any babrM7 orobhpttoe to defend.Iwom .orooeumwt say iupwa.wab mped so the mseier or ourters Ngrrmg each proof of lim or damp. 1D.LIABILITY NONCUMULATIVE. Is eddotsoe,the mend daraant they reasonably be ngtailed b submit b examination ender oath by any suthonsed aynsescauvo of the Company and dull produor for exaff"Saoe,mospectsom and If eke losured acquires title to the smut Of tweet IN snishctioe of Ie iadrMe4111- stowed b7 the aoprmg,st suck.raLwouibi t ume and places n war be dwb+ated by any aatioeved rePrraentauv&of kowrvd w«epge.or any pan thereof,it is apressly mr4krstaod that the amount or mrranet wader the Conpaey all moorilk boob,ledpn,chwLs.mrresposdenar end rmeaoorenda.rhethtr btarwp a the pWkcy dull fir reduced by any amouw the Company may pay rwder any policy'a--- g e dam before rr after Data of P lit-?. shah fnwn&bly Penaas to the Jose or damage Farther.if mot jSr to wheh emipa m is taken in schedule E or to wham the sewed bee w .Yawned. requested by say outhnu am ed reper au the ve of Company. the wmwrd Claimant shall pant its p-lee wbim.or which is herearin cucaud by an insured and which is a charge Of Mu oe Hit ptrovemoti as wnueg.for oar arthortmd Mprexmstivt of the Company to na name.inspect and ropy tuatt or insciem detcrltied or referred to in Sciedak A.and the amount so pod%ham be dressed all racoM+,b,a►s.id CIIKkS,aera+as4atd[ete end mewaoruada 1e eke ewwdy«000teol of a third ■payment ender that potncy. pony.which reasonably"it%to Pie low of tlamame.All mformabom deajmted at ocidideaud b) the inured ritenaar PMVN&d to the Company pagrums b tM Seotno.Sham min be daileaed to elhen 11.PAYMENT OF LOSS. talent as the ttawnabl r jIWynem of the Canponr.a w meots+sryry am the dmmntratasn of the claim failure of the insured elammnl to submit for eunumataeM vradet attt prodwo other rntoebty Pal Na payment span by made nthm Producing shn pokey for edormmtem or the psywese relax requnrd inM1,nnnwn or grant permnttun to Secure teasonaMy mrce%sary wltvnatnoe from Hurd the policy has bete lost of devroyed.in which cost proof of loss or destruction shag be furnished so panes mI rhlrrad all 111im paragraph shall"Mmate any lub.hty of the Company oender this policy at eke wtefactiom of the Company. b ties claw (b)yvhre kebrhly and the sesesl of Joe or amge sea been,drfiasvly Aced as sceondome wah S.OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; deer Coadrliom and supds,"ma,the Ior%or damage shaft be payable yrntlwa 70 days themorur. TERMIRATION OF LIABILITY. 12.SUBROGATION UPON PAYMENT OR SETTLEMENT. In oar or a daim*coder the policy.the Compm7 Shan hone the rdbw set optt�s rB)The Company's Rrghl of Subropurm Is)To Pay or Tender Payewst d tk Amours of feswamet or to purchase the ladelneditss- �tery,vr the C e aywn lose ceded asd del so ppaa,�«ttoJtf peresa'el of the anwm of astureraat ender this Po6q toucher*,in may con., ompo 7 pad a Claire wader this policy. MR right of arbrarys'lrea sad W.exvrred iy WA nwwed claimant.which weft authanad y the Company. odropi-m den vest an the Company wwRerted by may an of dt mowed elomuas. cop b tlhre time of par nest or tender or pap Best and Which the CanMny it obhpted to pe7:or Tht Company shall be subropted b sad be entitled to am fights aM It+wdws.hick de inerw In)to purchase the endebeodnen aecan by the hewed mong re Ice the amount anejl terms do.maw would have had&jinn 607 person or proper y is respact to the etum bad this poke]sat Irgethemr with may cows.attonryi ewe and Caper sn amcrrmd by sir insured clermnt which were been mad If requested by the Company.Ile assured clamant Oat waWer to thr Company an outionaed ti the Conpemy tp to the Um of purchase mad whKb We Company a obhpud to par. rgkts and nwa4:a ammaw soy grime or property m onsary in order b police the right of If the Company at" b pwchom We adebtder p m se hems onded. the owner of the M iadebtedeees*ham uasoref.unign,sod courser the SwdrtiWorr sod the named weong a�age.together t Shaul parent the Company in Sur.oompevrtse or Settle is 11e saner with say castrrd security,to the Company upon payment th"dor of lht Bowed cbmuat and tit use the saws of the assured eisim om is my wasNan or humabom itpo+eke rwmor b7 the Company of miff of tie opix"proWded for in peemgraphs a(i)a(iiL an invohwo throe"Shia Or remedies.uh, y tad oblrptwn b IM ww►d Binder the poke,other Ilua to wake We payment regard w Of a payment w mocawt of a claim don sat fully eowr them loss or We iusurwd dormant,the those paragraphl• Sham marmots. mrtdmg any balmlity Of abbpttow b defend. preseewu, or Company shun be subrograted to on rights and Binders d The jawed dlaaw.w steer The WWWW co&unoa say huptiern.W the pekry"I be ownemoend to the Company for conerfimtan (b)To pay or Othrwwe$rule With Parton Other IMS the bowed at Wish the Imwsd CkAuni. 0AH"Ilt Shan have naowrrd its principal.mount,sod sou of aolection. 01 a pay«Olherwase mrtele nek other pores f«or m the Same of as insured damsons may (b)The Insured'.Rights and L indatwes Ilpl clam r.staee agat.n modes the policy Sogeder rink any code slt�tys lied pad&epeaws aweuned "unthwmMmg the foregorwg,the trouser of the indebtedness Secured by de assure)wortppt by the insured cla+aww which were oethorued by the Company op b dS Irme of paymnew&md which tmvidod the pnonty of the hell of the Insured aeongame or a enforaabday is im afrecW,may` Ile Coo By is obapted to pay:or Meet or sttbaause the persons)liability of any"or at guarawwr.or nerod«otornr modify in)to dal w otnerwer settle wnth the entered rd clowemst the lot«amp provided for wader do dw,tins,of pynewl.of release a ponew of eke osute«asrtew from the bra of tie banned polity.iopsaer wish any suss,Nsim"'Jives sad nfrsmis seornd by tie rmrwed clumume wttcb Mortgage.atmkom any aofiaterat am my AN tM iadrbtwtoer acre ovehortad by*a Company rep b de haw or pyeem sed ink"the Company in obhpld to Whin dt Perxwud acU of the oared ciumarA occur olad IM asawad Jon lmombdp of&ey duw "[fpooee the am chat by the Company of either of Ile opuoru proadad for is paragraphs bur)or(nil ref ln4 or imeree advms to the pile b the sow«aseeawe or tie promoty« aao arorhty e(dw 1he C&npaa•'s obhlouons to the assured winder tyre Policy Im the clowned t&w Of damage,other than bell of de imenmed~Smpr.as insured.the Company sham be rpoired to pay only that pan of my the poymewa roq. to be bode.sham anwWNw echaang soy iahtay or obmptoo to ddemd. Josws Inwood Against b7 this pohty which A&n noted the amount.if may.list me do Company by proctor OF awnwus ary bupuos- swore of the smporaeat by the inwOd clamant of the Company's tight arf■rbropsior. 1� 7.DMF.MINATM AND E)(TENT OF LIABAM. f�C Cpany's i Rights AjanT NoSp w.d Otrlyora Company's fight o<wbroptioe spree eow-nrwad obligors ahem ease Sad slam hrdmdt axthow Ihmitauce.eke rights of the insured to imde m urs.puarsntws.other poinam of`surance of This Pof.CY if a xw&lfnt of inAnmrcr ap��at wed mometwry law a&mgt sustained«Wined bonds.notamakrandnng any win*or so�tiams oewend w that Wtrtmwwto wi.d pmovdr for by the moved damaw who hiss oeftsred tar«amw by resow or waawn asewru1 WoM by do swbrcyytwm rights by name or the policy policysod oaly to the tawat Mena darribed- (a)The 6btley of she Company voider the poirY,hen sot mad the lad of The Compsey s right or oabropuoe*hall as be avoidd by wriewaboto of Ile hued— woe by Ill the Mmoeu wr Interview Stated as k*wwle A.or.if appsmwbhe,t e mamas of insurance as as abkgx leso pt as obbgar dmnbed in Settice Ila)(ii)of tke+e Comdmiaw and Stipulations)who drfeaed m iasson 2It)of Jle:Coaasoow and ftpelelsoo; mcilmin tie levered mortgage as a reads of a&udemmay.guarsaime.other pohry of imvanee.or 441 tM eeoost of the wpaad principal walebtadmrw ceveed by tke tensed menpgr a bm td bad and aw obh&or fin cow be an insured Seder thispolicy.motwsthamg sd Stews Maxi)of tine In,pro- Bider SWUM$of One Ca+druoWo aM Supdouon oras redowd emdec seetsoe 1 d Coftysuas and supolauae. them ComW.uoas end Stopolauoae,at the time of Jon or&mop woswrd Spud by,the potty occurs. toprther wmr mourm therm;or fib)de ex resce bn*wn the Woke of the hisrred eau«inures as Watered sod Ifs Walter of 13.ARBITRATION. the jawed cute or tweet asbpq so the defact.bee or ownmmbroom iteered apasn by the policy. L"skr prohibited by applicable ow.aahu that Company all tM insured may dnwud arbwouce (bl In thr evews the lowered has acquitted the e+tae or laic e in the manse►dacnbod in Sacsore pork an;to the Title Insurance ArGunwa Roles of the American Arbitration,Asioc outin.Arbenble 2ro)of thew Co"taoss sad supeotsoes or has conveyed the title.ties the Motility,of tM Company psatters may include.but we mot Ywud W say coatrowray«Craws between the Company and the Siam WMM.e w WE forth m Section 7(a)of One Coduuon and 94WN 1MUL Ise)The Comp.n rem Pry&e)y duar go"&rWitay+ sen mn ks Sit esprsefwd in aceardance with lammed on out of o of or Meting to the Policy,any service of d s s e Company bin eomouo with its it Srcu m a or thou yCosdnto.s and SuapwlurowL ounce or the+rack.of a pdtcy provwoo at other obhpuaw A0 arbtrabte oagefs wean de Aneoww pf lmrrtmm�1I,OOa,a00«inn sha'1 lit ath,asatsd at tM e'p'osoaa of ether this Campa.y«lM tmwr _.LIMITATION OF LIAB�tTY. hat-AN arbnsbk arum wh wm of the Amo Inauronoe is as ss 00 emo of SIAAM[hall o ubeneJ pry wow aglow b by both Ike Company sod the haercd-Aebtuaboe Porrm"10 this pokey ad Cal If the Company mabbskew tke bile.or Iewows the alleged ddat.lies or akimbrasce,or cars tit Thee 2.11r,in rk+as artta�as a the d Paier shin n for arbsrsi"a wade ar.N t1w arm*of dw viss, 60 tbt lack of S right of&rime b«how sew land.err sum to dam of wmnswtdubohty of ark.« mg epco the pones The award may isclode&I• othirwsr wubl akn the lira of the Wowed SaortPg..all as leisured.in a reasonably 41,169101 samser ww"ey%'fen only if the bee of the lute is which like legal to located gee.— a ones to eward Samar- by cry mnhod.Indenting mugattom Sod de tomapliewm of 007 appeals thndrom,le O q haw(,11y .err'Ian Io I prevaabag party.dudgnwwt repose the awmed Nadirs by Oe Afbttre"il mey be emse- performd Its oWgjawne wsth resprt to that caster sod Jun not be hable for say low or deoup red a say cows havwg)urndacben termed. aSvsed they- The low of the wtga of the lend shall apply to on arbmroucis model the Tole Iwawaw Arbnrmtaon (b)Is dr amine of may b6p6om beclsding btiptios by the Company or with doe Coaparty'S Rules ft .-H. the C&mpasy, Shan have• so ►abdmy rot bee or dsmdr smul then heat ben ■ Real A sep7 of the Rule,may lit Obtained bore the Compeer ts+toe orquwt deseeminni,m y a mats of oan,pnest jrndmtmas aid dapaoitses d all muesli tfserefrotn,ad.erw to 14.LIA1111LITY LIMrTED TO THIS POLICY;POLICY ENTIRE CONTRACT. the time Of to she l on of the Insured sasrtpp,a anTwrad. k)The Corapaay She#am be table for low or damp be soy ussead for febddy Wolamtanly (a)Tbrk pokey together with an endot resents,if any.attached orwo by the Company is the rain W Sruamd y the MW14 a Wiling say ciSiw or sat widaaa the pnor warn"MCA or dr Company. Odecy and muracl bwwere the insured and it*Company la wterp oat;min}pen of the poky. (d)The Company shan am bit babk for:(i)any"biednese anted wbsgww to Der of Policy that policy than bi eo.nrvd as I whose ametpr for ad.&mot men to Promo the ice of the toured wonpge and oecvfwd Ilemby said lb)Any danm of lot or damp.shethw or ma on bend on seghpaace.sod shah arms our of to tawosable ammrwnas ear b germane dastnoretbw or improsemeels.of(ii)eonlrtataom lea2 watm or the lira of the insured monpp«of"tole be its estate or eaernt cable wd Mcby«by advances.tna&oubwgwat to Date of policy,except construct.ban odv&"n wade s,bwaquM b Ben so"ner*trag ash Clain.sham be tewricied 60 this policy. vote of Parr for the purpow of faancisg Be whole or A pan the aonNeertion of as improasaew to kl No am dmww of or tmdoreememt to this potty an be medic except by a wmi ag endorsed the Lad wfih N Doe or Pokey were scored by the Wowed mortgage amid which We a wed sou Sit larrom at Nuehed hereto signed by either the Prrdast.a Yet Prewdrat,eke Secretary.as Aetamt contwtsrd w be obtspwd sic dvuaQ at tad after Dow of Poker Seemory.or a atdarwhg offerir am awhonaid signafory of the Company 1i.SEVERAB�TTY. y/ S. REDUCTION Of MURANCE;REDUCTION OR its the treat any pfo%r os of thn poky a hrld inveld or wararomeabir mndrr applicable Lw.the TER1�dMAT10N OF LIABILITY. and shall be dtink Sur m mchde Ihut p►avnwn&ad am eohrr proW+vons roam rr+we into"low end enact p)An paywwu amdw rho policy.noopt payments sadr for are.sttsrtwys fees and OR, Sham afire tM aas&sm or the mserema pro usmo Howe►.. Bay pareeaau wee prior to Io 16. NOTICES.WHERE SENT. sollawtttole of*k! 10 the eats Of WMIM as"Wind 0 SstttwS ILA)of these Codmsomt ad An motnas rogated to be gina the Company and may statewrre in wfamg requited b Ie fsrrahed sltpulatates shall ON Odom pro%onto the amount of The imsuramm afforded.der Ilia Policy CUCTI the Company Jam aschole the awebtr of this policy mad%hen be eddremed 10 COMMONWEALTH to the stew neat dw poymeou reduce the arwomm at eke idtbwd.rr word by the entered LAND TITLE INSURANCE COMPANY. EIGHT PENN CENTER, PHILADELPHIA. MOO" PENNSYLVANIA 1110Y21p1 ALTA Loan Policy WM ALTA Endorsement.Form 1(Street Assessment)(1047.92) Cover Page Valid Only If Face Page and Schedules A and B Are Attached Form 1192.3 ORIGINAL American Land Title Association ISSUED FROM THE Loan Policy I ISSUED FROM THE OFFICE OF With ALTA Endorsement OFFICE OF Fonn 1 (Street Asssessment) (10-17-92) POLICY ® Commonwealth. OF Commonwealth. Land Title Company TITLE Land Title Company INSURANCE AGENTS AGENTS LOS ANGELES COUNTY LOS ANGELES COUNTY 801 N.BRAND BLVD., 12TH FLOOR 601 N. BRAND BLVD., 12TH FLOOR GLENDALE,CA 91203 GLENDALE, CA 91203 (B00)950.8772 _ (800)950.9772 ORANGE COUNTY w ORANGE COUNTY 200 WEST SANTA ANA BLVD. :� - , ® 200 WEST SANTA ANA BLVD. SANTA ANA.CA 92701 SANTA ANA,CA 92701 (714)8354511 (714)835-8511 SAN BERNARDINO COUNTY SAN BERNARDINO COUNTY 275 W.HOSPITALITY LANE.SUITE 100 ISSUED 8Y 275 W.HOSPITALITY LANE, SUITE 1D0 SAN BERNARDINO,CA 92408 SAN BERNARDINO. CA 92408 (800)950-M7 (800)950.0557 VENTURA COUNTY Commonwealth® VENTURA COUNTY S AIM SANTA ROSA ROAD Land Title Insurance Company 48W SANTA ROSA ROAD CAMARILLO.CA 93012 CAMARILLO,CA 93012 (805)48548951(805)498.3681 Reliance (805)485-88951(805)498-MI (805)Fi22-25001(818)941-2328 A Iteb w<e Grwp Haamµ Compea7 (005)522-25001(81 B)991-2328 IMPERIAL COUNTY IMPERIAL COUNTY QVICCENTERTPEL STREET 1-11k Insurance Since 1876 CIVIC CEAI�ITERTPEt�A EL CENTRO,CA 92243 EL CENTEO,CA 92243 (619)352.4661 (619)352.4661 HOME OFFICE EIGHT PENN CENTER PHILADELPHL44 PA 19103 81192-3 � y POLICY OF TITLE INSURANCE Issued By No 12Commonwealth. Land Title Insurance Company SCHEDULE A Policy/File Number: 701693-P Loan Number: Amount of Insurance: $779,000.00 Premium: $738.00 Date of Policy: November 1, 1994 at 8:00 a.m. rrr 1. Name of Insured: ,W Charter Service Corporation, a wholly-owned Subsidiary of the Resolution Trust Corporation, as Receiver for Charter Savings Bank, f.s.b., its successors and assigns 2. The estate or interest in the land described herein and which is covered by this policy is: A FEE as to Parcel A; THE EASEMENT more particularly described as Parcels B, C and D 3. The estate or interest referred to herein is at Date of Policy vested in: $01 Main, Inc., a California corporation 4. The mortgage herein referred to as the insured mortgage, and the assignments thereof, if any, are identified as more particularly described in Exhibit "A" attached hereto and made a rV part hereof. 5. The land referred to in this policy is described as set forth in the insured mortgage, is situated in the County of Orange, State of California, and is identified as more particularly described in Exhibit "B' attached hereto and made a part hereof. ALTA Loan Policy N ti 701693 EXHIBIT "it" A deed of trust to secure an indebtedness in the amount shown below: Amount: $779,000.00 Dated: October 28, 1994 Trustor: 501 Main, Inc., a California corporation Trustee: Commonwealth Land Title Company, a California corporation Beneficiary: Charter Service Corporation, a wholly-owned Subsidiary of The Resolution Trust Corporation, as Receiver for Charter Savings Bank, �+ F.S.B., a Corporation Recorded: November 1, 1994 as Instrument No. 94-0639109, Official Records The beneficial interest under said deed of trust was assigned of record to Assignee: Redevelopment Agency of the City of Huntington Beach Recorded: November 1, 1994, as Instrument No. 94-0639110, Official Records w w +�r ALTA Loan policy 701693 EXIiIBIT " V w PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in boot: 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record wo Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private %0 streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: rr ' Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: 40 An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. wr W ALTA Lxa+n Policy r • 701693 SCIIEDULE B FART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses which arise) by reason of: V1r A. General and special taxes and assessments collected with taxes for the fiscal year 1994-1995. Total: $10,317.02 W First Installment: 5,158.51 Unpaid Second Installment: 5,158.51 Unpaid Homeowners' Exemption: $none Code: 04 035 Parcel: 024 13341 B. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq. of the: Revenue and Taxation Code of the State of California. 1. Covenants, conditions and restrictions (deleting therefrom any restrictions based on race, color or creed) as set forth in the document Recorded: in book 115, page 333, Deeds 2. Covenants, conditions and restrictions (deleting therefrom any restrictions based on race, color or creed) as set forth in the document Recorded: in boot: 385, page 139, Deeds %0 3. Covenants, conditions and restrictions (deleting therefrom any restrictions based on race, color or creed) as set forth in the document Recorded: as Instrument No. 89-033713, Official Records Iry Said covenants, conditions and restrictions provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value. 4. Covenants, conditions and restrictions (deleting therefrom any restrictions based on r, race, color or creed) as set forth in the document Recorded: as Instrument No. 89-033714, Official Records ALTA Loan Policy rr 701693 Said covenants, conditions and restrictions provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for r value. 5. An easement for the purpose shown below and rights incidental thereto as set forth in document W Granted to: Southern California Edison Company Purpose: underground utilities with above-ground appurtenant fixtures Recorded: as Instrument No. 89-103373, Official Records Affects: a portion of said land, as shown on Exhibit "A" attached thereto 6. Covenants, conditions, restrictions, provisions (deleting therefrom any restrictions based upon race, color or creed), easements, assessments, liens and charges as set forth in a Declaration of Restrictions 60 Recorded: as Instrument No. 89-395282, Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value. 40 Said instrument also provides for the levy of assessments, the lien of which are stated to be subordinate to the lien of a first mortgage or first deed of trust made in good faith and for value. Modification(s) of said covenants, conditions and restrictions Recorded: as Instrument No. 89-141809, Official Records 7. Easement, for ingress, egress, pipeline, or public utilities, and incidental purposes, as disclosed by instruments of record, affecting only the "Common Area." wr 8. The effect of a Condominium Plan (for Lot 1 of Tract No. 14122) recorded March 16, 1990, as Instrument No. 90-141810, Official Records. Reference is made to said document for full particulars. Yr 9. The terms and conditions of that certain Parking Use and Maintenance Agreement for Town Square Condominiums and Retail Area, executed by and between Mofa Development Corporation, a California corporation and Town Square Condominium Owners Association, a California Nonprofit Mutual Benefit Corporation, recorded June 14, r,. 1990, as Instrument No. 90-316351, Official Records. Reference is made to said document for full particulars. rr+ ALTA Loin Policy 1 701693 SCIIEDULE B 0 PART II In addition to the matters set forth in Part I of this Schedule, the title to the estate or interest in the land described or referred to in Schedule A is subject to the following matters, if any be shown, but the company insures that such matters are subordinate to the lien or charge of the insured mortgage 10 upon said estate or interest: 10. An assignment of all monies due, or to become due as rental or otherwise from said land, as well as the lessor's interests under the leases referred to therein, to secure payment of an indebtedness shown below and upon the terms and conditions therein. it Amount: $none shown Assigned to: Charter Service Corporation, a Calif. Corporation, a wholly-owned Subsidiary of the Resolution Trust Corporation ("RTC"), an entity organized and existing under the laws of the United States, as Receiver for Charter Savings Bank, F.S.B. By: 501 Main Inc. Recorded: November 1, 1994 as Instrument No. 94-0639111, Official Records 11. A Financing Statement Debtor: 501 Main, Inc. Secured Party: Charter Service Corporation Recorded: November 1, 1994 as Instrument No. 94-0639112, Official Records 12. A Financing Statement Debtor: 501 Main, Inc. Secured Party: Charter Service Corporation Recorded: November 1, 1994 as Instrument No. 94-0639 1 1 3, Official Records v I N D. 100 100.2 103.1 110.9 103.7 104 116 w► V W ALTA Loan Policy Mo . 701693 INDORSEMENT NO. 100 Issued By ® Commonwealth. Land Title Insurance Company The Company hereby insures against toss which said Insured shall sustain by reason of any of the following matters: 1. Any incorrectness in the assurance which the Company hereby gives: NO a. That there are no covenants,conditions,or restrictions under which the hen of the mortgage referred to in Schedule A can be cut off,subordinated,or otherwise impaired; b. That there are no present violations on said land of any enforceable covenants,conditions or restrictions; c. That,except as shown in Schedule B,there are no encroachments of buildings,structures,or improvement-,located on said land onto adjoining lands,nor any encroachments onto said land of buildings,structures or improvements located on adjoining lands. WI 2.8. Any future violations on said land of any covenants,conditions or restrictions occurring prior to acquisition of title to said estate or interest by the Insured,provided such violations result in impairment or loss of the lien of the mortgage referred to in Schedule A.or result in impairment or loss of title to said estate or Interest if the Insured shall acquire such title in satisfaction of the indebtedness secured by such mortgage; b. Unmarketahility of the title to said estate or interest by reason of any violations on said land,occurring prior to acquisition of title to said estate or interest by the Insured,of any covenant%,conditions or restrictions. 3. Damage to existing improvement%,including lawns,shrubbery or trees: a. which are located or encroach upon that portion of the land subject to any easement shown in Schedule B,which damage results from the exercise of the right to use or maintain such easement for the purposes for which the same was granted or reserved; eYi b. resulting from the exercise of any right to use the surface of said land for the extraction or development of the minerals excepted from the description of said land or shown as a reservation in Schedule:B. 4. Any final court order or judgment requiring removal from any land adjoining said land of any encroachment shown in Schedule B. 4W Where%er in this indorsement any or all of the words,"covenants,conditions or restrictions"appear,they shall not be deemed to refer to or include the terms,covenants and conditions contained in any lease referred to in Schedule A. No coverage is provided under this indorsement as to any covenant,condition,restriction or other provision relating to environmental protection. The total liability of the Company under said policy and any indorsements therein shall not exceed,in the aggregate,the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. wt► This indorsement is made a part of said policy and is subject to the schedules,conditions and stipulations therein,except as modified by the provisions hereof. itI COMMONWEALTH LAND TITLE INSURANCE COMPANY Countersigned By Sti ��CC.����I�—� •/Authorized Offiker or Agem President ' Attest: h,f R®�If�!'iC0 III"""ttt/// ssys�� A Reliance Group Hold Lngs Company 6� secretary 20!b ORIGINAL California Bla-A Indorsement r 701693 INDORSEMENT 100.2 Issued By ® Commonwealth. Land Title Insurance Company The Company insures the owner of the indebtedness secured by the insured mortgage against loss or damage sustained by reason of: 1. Any incorrectness in the assurance that,at Date of Policy: a. That there are no covenants,conditions,or restrictions under which the Gen of the mortgage referred to in Schedule A can be divested,subordinated or extinguished,or its validity,Priority or enforceability impaired. b. Unless expressly excepted in Schedule B: (1) There are no present violations on the land of any enforceable covenants,conditions or restrictions;nor do any existing improvements on the land violate any building setback lines shown on a plat of subdivision recorded or fled in the public records. (2) Any instrument referred to in Schedule B as containing covenants,conditions or restrictions on the land does not,in addition, (i)establish and easement on the land; (ii)provide a line for liquidated damages;(iii)provide for a private charge or assessment; (iv)provide for an option to purchase,a right of first refusal or the prior approval of a future purchaser or occupant. (3) There is no encroachment of existing improvements located on the land onto adjoining land, nor any encroachment onto the land of existing improvements located on adjoining land. (4) There is no encroachment of existing improvements located on the land onto that portion of the land subject to any easement excepted in Schedule B. 2. Any future violations on said land of any existing covenants,conditions or restrictions occurring prior to the acquisition of title to the estate or interest by the Insured,provided such violations result in: (a) impairment or loss of the lien of the insured mortgage;or (b) loss of title to the estate or interest in the land if the insured shall acquire title in satisfaction of the indebtedness secured by the insured mortgage. 3. Damage to existing improvements,including lawns,shrubbery or trees: (a) which are located on or encroach upon that portion of the land subject to any easement excepted in Schedule B, which damage results from the exercise of the tight to use or maintain the easement for the purpose for which it was granted or reserved; (b) resulting from the future exercise of any right to use the surface of said land for the extraction or development of the minerals excepted from the description of said land or excepted in Schedule B. 4. Any final court order or judgment requiring removal from any land adjoining the land of any encroachment excepted in Schedule B. 5. Any final court order or judgment denying the right to maintain any existing improvements on the land because of any violation of covenants,conditions and restrictions or building setback lines shown on a plat of subdivision recorded or filed in the public records. Wherever in this indorsement the words, "covenants,conditions or restrictions"appear,they shall not be deemed to refer to or include the term;,covenants,condition%or limitations contained in an instrument creating a lease. As used in paragraphs a(b)(1)and 5, the words'covenants,conditions or restrictions*shall not be deemed to refer to or include any wv covenants,conditions or restrictions relating to environmental protection. This indorsement is made a part of said policy and is subject to all of the terms and provision%thereof and any prior indorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the Policy and any prior indorsements,nor dues it extend the effective date of the policy and any Prior indorsements,nor does it increase the face amount thereof. COMMONWEALTH LAND TITLE INSURANCE COMPANY AAA Countersigned V n ] e r' By I Authorized Officer or Agent Presideat 490 Attest:Reliance SR2( CGroup Hold'ngs Company t + CLTA A 325- 2 v Secretary (ALTA Indorsement Form 9(10.19-88) Farm 2016 ORIGINAL California Blank Indorsement r • 701693 r INDORSEMENT NO. 103.1 Issued By w r Commonwealth. ® Land Title Insurance Company P Y The company Hereby insures the owner of the indebtedness secured by the mortgage referred to in Paragraph 4 of Schedule A against loss which said Insured shall sustain wf As a result of any exercise of the right of use or maintenance of the easement referred to in Paragraph 6 of Schedule B over or through said land. The total liability of the Company under said policy and any indorsements therein shall not "W exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This indorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. r>i +w CONMONVEALT11 LAND TITLE INSURANCE COMPANY Counteni2ned � rtr .• By Br President Authorized Officer or Agent n � Attest: G Raliance F r-in S 9( HOISIW nmpmy L I l0 .l liev. 2 1) Secreury �► ALTA or CLTA-Owner or Lender Form 2016 California Blank Indorsement ORIGINAL 701693 r INDORSEMENT NO. 110.9 (8.1) MODIFIED Issued By Commonwealth. Land Title Insurance Company The Company insures the Insured against Ioss or damage sustained by reason of lack of W priority of the lien of the insured mortgage over: (a) Any environmental protection lien which, at Date of Policy, is recorded in those records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge, or filed in the records of the clerk of the United States district court for the district in which the land is located, except as set forth in Schedule B; or (b) Any environmental protection lien provided for by any state statute in effect at Date of Policy, except environmental protection liens provided for by the following state statutes: NONE. This indorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. Nothing herein contained shall be construed as extending the effective date of said policy, unless otherwise expressly stated. %0 to CONINIO:rwt:ALTH LAND TITLE INSURANCE COMPANY Counimigned By � 0,0�By Authorized Olricer or Agent President nca ` Attest: GroupHoidnscompanyYLRFoeol!mai�1e10.9 (3-13-8ALTA �rV v Indorsement -Form 8.1 (3-27-87) Environmental •:ion Secretary Lien revised 10-17-70 and 10-17-94 Form 2016 ORIGINALCalifornia Blank Indorsement r • 701693 r INDORSESIENT NO. 103.7 Issued By ® Commonwealth. Land Title Insurance Company The Company hereby assures the Insured: That said Iand abuts upon a physically open street known as Main Street; 40 And the Company hereby insures said Assured against loss which said Assured shall sustain in the event said assurances herein shall prove to be incorrect. The total liability of the Company under said policy and any indorsements therein shalt not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This indorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. a �r+ COMMONWEALTH LAND TITLE INSURANCE COMPANY Cauntemigned BY RV Authorized Ot'rKYr or Agent President ,a.- LTRAA R eFeollin�n. o � Attest:GoR03r7c H secretary ALTA or CLTA-Owner or Lender Form 2m ORIGINAL California Blank Indorsement 4 r • 701693 INDORSEMENT NO. 104 w Issued By ® Commonwealth. Land Title Insurance Company The Company hereby assures Redevelopment Agency of the City of Huntington Beach: (a) That by a valid assignment or assignments the beneficial interest under the mortgage referred to in Paragraph 4 of Schedule A has been transferred to said Assured; (b) That there are no subsisting tax or assessment liens which are prior to said mortgage except: None (c) That there are no matters affecting the validity or priority of the lien of said mortgage, other than those shown in said policy, except: rr None (d) That there are no United States tax liens or bankruptcy proceedings affecting the title to said estate or interest shown by the public records, other than those shown in said policy, except: None The Company hereby insures said Assured against loss which said Assured shall sustain in the event that the assurances herein shall prove to be incorrect. �+ The total liability of the Company under said policy and any indorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This indorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. This indorsement is not to be construed as insuring the title to said estate or interest as of any later date that the date of said policy, except as herein expressly provided as to the subject matter hereof. Dated: November I, 1994 wr COMMON'NEALTH LAND TITLE INSURANCE COMPANY Counlenigned t B T - By r Authorized Officer or Agent n / President RelianceAttest: CLT onA Ra i%ce G��l&Vo1a'n1S Company Secretary ALTA-Lender Form 2016 ORIGINAL California Stank Indorsement / - 741693 r INDORSEMENT NO. 116 Issued By 0 Commonwealth. Land Title Insurance Company The Company assures the Insured that at the date of this policy there is located on said land a commercial property known as 501 Main Street, Huntington Beach, California, and that the map attached to this policy shows the correct location and dimensions of said land according to those records which under the recording laws impart constructive notice as to 40 said land. The Company hereby insures the Insured against loss which said Insured shall sustain in the event that the assurance herein shall prove to be incorrect. The total liability of the Company under said policy and any indorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. W This indorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. r✓ COMMON"NEALTH LAND TITLE INSURANCE COMPANY Countersigned V � - By Bti President Authorized Officer or Agent QRe ''lianee 49 Attest: 7. f�roup Holdings Company � ALTA•Lender Secretary Form 2016 California plank Indorsement ORIGINAL r • w _ V y �35 �%\` BLK. 505 o / 453 J� 20 TRACT i :J- / LL 3r�., ►e LAY ) Q �d. PROJECT 917-19-154-226 /J• `"��( 37 i7 / f 1 ) ° ICJ /j. 1308 Ac. 3i 3 0 ; 4 "J3�A 733 NO. 14122 134 '2' � 10, '° ''TRACT �' r ' 1` ' .. • , �J. ,d°. /O LOT A ■to t^j� _ -., 3429. . w 6 s. 27 LOT g»as• O b ^ 33 �� 32 9, �'� 38 4 ° »so• .o - 18 17 16 1$ ' 14 0 - d r r 404 t a si :as r.r LG ao +� 7 39 >. �� x .r LOT C Sol Is, =5 71' ]7S 35 -1141 �N of* w •9!�'7 8 S7 fa 11 12 a S7 7J 41 _ _ •• 10 bo O d20 0 21 2 23 25 + 37 ': Q Z_ BEACH ��• N0. 2900: r �` 14 ibQ til.4t ; ?!- �: r , L r • , • �`'SCt�rrf t � y t ..r 1 rjl rY t f, "rt 'I r2 n 1*� ZJ t ( .J ,tr ,t +r t r r r y� ^� Y 5 rl} Ny t•'r r tt♦ rt{t�r�'r y)t �1 + `r 1 tJ i / K IS I rf J t' I if } t r 1 f 4r O r t r S , tr t t 5N +I ♦, 1 t t , r {r r�� 41 1 1 r , , S t t A j O i t , I Jtt+ t t r1y > r t } f �L tr f rl ♦ Jt,rfr 4 - I t h tr r h C� ~ Y t r s �,� 1 ''�YS J t tt Y E y f ti r. ♦ ,r ^ r � 4J { n i 11 S t �(t i t I ♦ ,t t r p r a i d a p r y r r s i b ar r ' I V 4 r `, t J TRACT r ° U Si S .� ''Q� 3 F y�x , ' TRA C T .%r i ,I LOT 1 1 !Ot Z f 141 +mil t ri S , " n fJ09 AC pa" ` � f *r r 1 J 1 v a M i ti a 1308 A C,t � �+� j , tuao UPPER LEVEL t750 J� t d t>so }� r eta LOWER 4£V�'L >to " It20"° N4 14122 , to , ''F ND 14122 11 o, tS 050 A2 2133 t y o, �S !o- 75 sa � r i � r �. r r• � r ♦ t � � S J it` {t y � ` t ��' yt t - .tt 1 � n "V a � t 1 4 t I r t t 1 f f'` � j S• ! L r � t � N t r r t rti . tart rti � + t� � IDS 't tt�i tuo t» E t�-ram lr.t� t t Jr U ) , t t ♦� rt f S 7 t t n} r! +t r h , i1/al ( �' 3 j If a 1r t t t t Y J t r t y It SI t + tt# YrS�It � t � ' t r r ,,, r v � t} ..��♦w y � ¢ � � t.t ' {� S .,� >' if i� '] t,. r t ? i 3 d ..1 t F1 # � t Y ttit r h } r �. {♦ r\Yr i r �S ! t'' hor + r 1 � i 3� .+t � {r �o 1 Yr 1 r { + to r 1 1 N !•,', Ii R r• ( w r 1 r�, �' )•r^ L S > f l t' t ' t 9 r ,Y t l ti `�T �t v t �S " r�+ S yl� •�t tt.� F It irtti W 901 MAIN, INC.: Debtor em o. 6 to-form U Continued W EXHIBIT "A" PESCRIETION OF REAL ESTATE wi The land referred to herein is situated in the State of California, County of Orange, and is described as follows: [See, Legal Description, Attached & Following] r+ r✓ w v Cgironti.sLaae.ta Form UCG1 F"a=ins suftman(Pee simpk) nmpmm 0711"3 2 Legal_Description r PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. �r EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. err 1r err 3()1 MAIN, INC.i Debtor Item No. 6 to_Form_UCC- Continued v EXHIBIT "B" PERSONAL-I!ROPERIY COLLATERA Debtor hereby grants to Secured Party a security interest in all equipment, machinery, fixtures, goods, furnishings, accounts, general intangibles, documents, instruments and chattel paper, and all other personal property of every kind and description, whether now existing or bo hereafter acquired, now or at any time hereafter attached to, erected upon, situated in or upon, forming a part of, appurtenant to, used or useful in the construction or operation of or in connection with, . or arising from the use or enjoyment of all or any portion of, or from any lease or agreement pertaining to, the real property or interests therein located in the County of Orange, State of California, as more particu- W larly described in Exhibit "A" and made a part hereof (the "Land") , including without limitation: (A) All fees, income, rents, royalties, revenue, issues, profits, receipts, earnings, proceeds and other benefits from any and all of the Land including, without limitation, rights to all deposits from purchasers or tenants of single or multi-family residences, commercial or office buildings now or hereafter constructed upon the premises, sale of club memberships relating to the use or enjoyment of all or a portion of the premises, accounts receivable, accounts receivable generated by the use and occupancy of the Premises and the operation of all business located on the Premises, deposit accounts, chattel paper, notes, drafts, contract rights, instruments, general intangibles and principal, Interest and payments due on account of goods sold, single or multi- family residences, commercial or office buildings sold or leased, services rendered, loans made or credit extended, together with title or Interest in all documents evidencing or securing the same; �y (S) All deposits made with or other security given to utility companies by Debtor with respect to the Land and the improvements thereon, and all advance payments of insurance premiums made by Debtor with respect thereto and all claims or demands relating • to such deposits, other security and/or such insurance; (C) All fixtures now or hereafter affixed to the Land, including all buildings, structures and improvements of every kind and description now or hereafter erected or placed thereon and any and all machinery, notors, elevators, escalators, boilers, equipment (including, without limitation, all equipment for the generation or distribution of air, water, heat, electricity, light, fuel or refrigeration or for ventilat- W ing or air conditioning purposes or for sanitary or drainage purposes or California Standard Form UCC-1 Finfi= K Statement(Fee Simpk) prepared M111'93 3 60 501 'K IN, INC.= Debtor em No, 6&o Form UCC-1 Continued r for the removal of dust, refuse or garbage) , partitions, appliances, furniture, furnishings, building service equipment, building materials, supplies, ranges, refrigerators, cabinets, laundry equipment, hotel, kitchen and restaurant equipment, lighting fixtures, plumbing fixtures, computers and software, radios, televisions, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other floor coverings, lobby furnishings, games and recreational and swimming pool equipment, incinerators and other property of every kind and description now or hereafter placed, attached, affixed or installed in such buildings, structures, or improvements (all of such fixtures being referred to hereinafter as the "Improvements,') ; (D) All damages, royalties and revenue of every kind, nature and description whatsoever that Debtor may be entitled to receive, either before or after any default hereunder, from any person or entity owning or having or hereafter acquiring a right to the oil, gas or mineral W rights and reservations of the Land; (E) All proceeds and claims arising on account of any damage to or taking of the Land or the Improvements thereon or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of the Land or the Improvements; W (F) All licenses (including, but not limited to, any operating licenses or similar licenses) , contracts, management contracts or agreements, franchise agreements, permits, authorities or certificates required or used in connection with the ownership of, or the operation or maintenance of the Land and/or the Improvements; (G) All governmental permits relating to construction, all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill; wr (H) All water stock relating to the Land, shares of stock or other evidence of ownership of any part of the Land that is owned by Debtor in common with others, and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any -part of the Land; two (I) All plans and specifications prepared for construction of the Improvements and all studies, data and drawings related thereto; and also all contracts and agreements of Debtor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of the Improvements; of COrMILi.SUMUd Po«m UCG1 Fimw4 St mow(Fee Simpk) Pnp"02112,93 4 410 MO 50i MAIN, INC.s Debtor Item No. 6 to Form UCC-1 Continued eJ M All sales agreements, deposit receipts, escrow agreements and other ancillary documents and agreements entered into with respect to the sale to any purchasers of any part of the Land or any buildings or structures on the Land, together with all deposits and other proceeds of the sale thereof; (K) All replacements, repairs and substitutions of, and accessions and additions to, any of the foregoing; (L) All proceeds of any of the foregoing, including, without limitation, proceeds of any voluntary or involuntary disposition or a claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, documents, general intangibles, chattel paper and accounts, wherever located, acquired with cash proceeds of any of the foregoing or proceeds thereof; (H) Debtor's rights under all insurance policies covering the W► Premises or any of the aforesaid collateral, and all proceeds, loss payments and premium refunds payable regarding the same; (N) All reserves, deferred payments, deposits, refunds, cost savings and payments of any kind relating to the construction of any improvements on the Premises; (o) All causes of action, claims, compensation and recoveries for any damage to or condemnation or taking of the Premises or the aforesaid collateral, or for any conveyance in lieu thereof, whether direct or consequential, or for any damage or injury to the Premises or the aforesaid collateral, or for any loss or diminution in value of the w. Premises or the aforesaid collateral; (P) All architectural, structural, mechanical and engineering plans and specifications prepared for construction of improvements or extraction of minerals or gravel from the Premises and all studies, data and drawings related thereto; and also all contracts and agreements of +ir the Debtor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings or to the construction of improve- nents on or extraction of minerals or gravel from the Premises; and (Q) Any property listed on the attached addendum consisting of one J 11 pages) . w The filing of this financing statement is not to be construed to derogate from or impair the lien or provisions of that certain Deed of Trust, Assignment of Rents and Security Agreement of even date herewith (the "Deed of Trust") from Debtor, as Trustor, for the benefit of Secured Party, as Beneficiary, encumbering the Land, with respect to any W property described therein which is real property or which the parties CAVOMu SUnWd Form UCGI Fi ming Sutemmt(Foe Simpk) Pmpwd OV12197 5 OY 5C1 MAIN, INC.r Debtor item No. 6 to Form UCC_-1 continued 0 have agreed to treat as real property. The hereby stated intention of Debtor and secured Party is that everything used in connection with the production of income from such Land or adapted for use therein is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as, Land and part of the Land encumbered by r such Deed of Trust, irrespective of whether or not the same is physical- ly attached to the improvements thereon. Similarly, nothing in this financing statement shall be construed to alter any of the rights of Secured Party as determined by such Deed of Trust or the priority of the Secured Party's lien created thereby. This financing statement is declared to be for the protection of Secured Party in the event any �r court shall at any time hold that notice of Secured Party's priority of interest in any property or interest described in such Deed of Trust must, in order to be effective against a particular class of persons, including, but not limited to, the United States Government and any agencies thereof, be filed in the office wherein this financing statement is filed. W YJ OrS rrr W Cal OM6 SUP&M Pwm UMI FmmciA9 SuA=W(Poe Simple) P"wed OV1283 6 rr► ti 50l MAIN, INC-s Debtor Item Yo. 5 &o o CC- Continued to ADDENDUM TO EXHIBIT "B" QESCRIPTION OF COLLATERAL No [No Additional Collateral Described] No 60 w VIA w� w� ClUornia st aUrd Form VCC 1 F"mmmin Swemmt(Pee Shpk) hepued 02112M IW► kECEiVED CITY CLERK HUHTINCTp'Tr t F_,FF, CALIF. State of California10 J(lt 25 Flf County of Orange On October 28, 1994 b ore me, eth D. Rogers, Notary Public, personally appeared lizab , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(a) whose name(s) is/-are subscribed to the within instrument and acknowledged to me that he/shF4t- y executed the same in his/ authorized capacity(iac-4 , and that by his/herfthair signature(el—on the instrument the person(a) , or the entity upon behalf of which the person(z) acted, executed the instrument. �r WITNESS my hand and official seal. Signatur (Seal) Eliz b th D. R ger h'oFLMAILCTH cry ' JO HERS fl r.►. .. JniE ro-jm orta RAHY MY Comm.C"��•o.��::21.�cY3 V V %0 RECEIVED . -'ry HUHTI phi c 4 �Y•,{ _ W GOVERNMENT CODE 27361.7 25 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMMff TO WHICH THIS STATmENT IS ATTACHED READS AS FOLLOWS: w NAME OF NOTARY �rt7 DATE COMMISSION EXPIRES U_ _,_•A 9j uo COUM WHERE BOND IS FILED COMM SSIOH NO. 1D[ b IiAMWACTVRERIYF.HDOR NO. N IT I +0 PLACE OF MMCPTION DATE SIMTURE �Woklja . -rH w NO r UNANIMOUS CONSENT TO ACTION TAKEN IN LIEU OF hIEEETING CHARTER SERVICE CORPORATION (A WHOLLY OWNED SUBSIDIARY OF CHARTER SAVINGS BANK, F.S.B) Pursuant to the authority set forth in Section 307(b) of the California Corporations Code and the Bylaws of CHARTER SERVICE CORPORATION, a California corporation (the "Corporation") , the undersigned, being all of the members of the Board of Directors of the Corporation, do hereby dispense with the formality of a meeting and adopt the following preamble and resolutions: AUTHORIZATION OF THE_PURCHABE AND SALE AGREEMENT AHE'REAS, it is deemed to be in the -best interests of the Corpora- tion to enter into that certain Purchase and Sale Agreement (the "Purchase Agreement") between 501 MAIN, INC. , a California corporation, as buyer, and CHARTER SERVICE CORPORATION, as seller ("Seller") , for that certain property more commonly known as Town Square Retail Center, 501 Main Street, Huntington Beach, California (the "Property") , a copy of which has been presented to and reviewed by the Board of Directors of the Corporation; NOR, THEREFORE, BE IT RESOLVED, that the Purchase Agreement, in substantially the form presented to and reviewed by the Board of Directors of the Corporation, and the documents and transactions contemplated thereby and related thereto, and the performance of the obligations of the Corporation contemplated thereunder be, and each of them hereby is, confirmed and approved; RESOLVED, FURTHER, that the President, any Vice President, the Secretary or the Treasurer of the Corporation (the "Authorized Officers") be, and each of them hereby is, authorized and directed to execute and deliver on behalf of the Corporation the Purchase Agreement and such other documents contemplated by or related thereto, and to make such changes therein or amendments thereto as said officer or officers deem necessary or appropriate, the making of any such change or amendment constituting conclusive evidence of the authority of such officer to do so; and RESOLVED, FURTHER, that the Authorized Officers be, and each one of them hereby is, authorized and directed to execute, deliver, record and/or file all documents and instruments and to do all other acts that may be required or may be appropriate to carry out and perform the Purchase Agreement and the transactions contemplated thereby, including, but not limited to, execution of the Grant Deed, Bill of Sale and Assignment and Assumption Agreement for the transfer of seller's interest in the Property. SE h 61 Ur California Standard Form �R jry 1 F:3„�H31��It1xnH Unanimous Written Consent �CAlI� Prepared March 23, 1994 d10 a r RESOLVED, FURTHER, that the Authorized Officers be, and each of them hereby is, authorized and directed to execute and deliver on behalf of the Corporation the Seller Financing Addendum to the Purchase Agreement, and all other seller financing and closing documents contemplated by or related thereto which require execution by seller, and to make such changes therein or amendments thereto as said officer or officers deem necessary or appropriate, the making of any such change or amendment constituting conclusive evidence of the authority of such officer to do so, and RESOLVED, FURTHER, that the Authorized Officers be, and each one of them hereby is, authorized and directed to execute, deliver, record and/or file all documents and instruments and to do all other acts that may be required or may be appropriate to carry out the terms of, and perform under, the Seller Financing Addendum, the note, the deed of trust, and the other seller financing and closing documents and the transactions contemplated thereby RATIFICATION RESOLVED, that all actions heretofore taken by the Authorized Officers in connection with the transactions contemplated by these resolutions be, and they hereby are, approved, ratified, and affirmed in all respects GENERAL AUTHORIZATION RESOLVED, that the Authorized Officers be, and each one of them hereby is, authorized and directed to execute all documents and to take such action as any of them may deem necessary or advisable in order to carry out fully the intents and purposes of these resolutions CERTIFICATION OF, AND SELLER'S RELIANCE ON, THESE RESOLUTIONS RESOLVED, that the Secretary of the Corporation be, and he hereby is, authorized to certify and deliver a copy of these resolutions to buyer and/or the appropriate escrow or title officer in connection with the closing of the purchase and sale contemplated by the Purchase Agreement, and that buyer and/or such escrow or California Standard Form Unanimous Written Consent Prepared March 23, 1994 2 title officer shall be entitled to rely upon these resolutions as full and complete authorization of the Corporation entering into the Purchase Agreement and completing the purchase and sale transaction, and all transactions related thereto, contemplated pursuant to the terms of the Purchase Agreement. IH WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent to Action Taken in Lieu of Meeting as of �G. JprG [Date] . THE BOARD OF DIRECTORS OF CHARTER SERVICE CORPORATION (A WHOLLY-OWNED SUBSIDIARY OF RESOLUTION TRUST CORPORATION AS RECEIVER FOR CHARTER SAVINGS BANK, F.B.B.) R-Andy Herman Larry Roybal Jo Bourbon r California Standard Form Unanimous Written Consent Prepared March 23, 1994 3 I MANUFACTURERS BANK o A SUBSIDIARY OF SAKURA BANK LTD 515 SOUTH FIGUEROA STREET LOS ANGELES CALIFORNIA 90071 P O BOX 6000 LOS ANGELES CALIFORNIA 90055 TELEX 188M MANUBANK SWIFT MITKUS6L Partial Drawings Permitted Drafts presented at our office at the address set forth above not later than 10 00 AM shall be honored not later than the following banking date after presentation, by payment in accordance with your payment instructions that accompany each such draft If requested by you , payment unaer tiis credit may be made by wire transfer of immediately available funds to your account as per your instructions All charges in connection with this Letter of Credit including transfer fees and wire remittance charges , are for the account of applicant This Letter of Credit shall be deemed automatically extended unless at least 180 days prior to the current expiration date we have notified ,you in writing by overnight courier of our intention to cancel it Notwithstanding theF-�above, this Letter of Credit will not be extended beyond May 31 , 1996 which is the final and definite expiration date This credit shall be governed by and sub]ect to the Uniform Customs and Practice for Documentary Credits (1993 Revision) , International Chamoer of Commerce Publica£zon No 500 (UCP) , and to the extent not inconsistent with the LCP, laws of the State of California 4 P C, izea Si nature P � x G _ H ~m r_ T �2 ti r C' V'^ c t MANUFACTURERS BANK o A SUBSIDIARY OF SAKURA BANK.LTD 515 SOUTH FIGUEROA STREET LOS ANGELES CALIFORNIA 90071 P O BOX 8000 LOS ANGELES CALIFORNIA 90055 TELEX.188M MANU13ANK SWII+T•MITKUSBL IRREVOCABLE STANDBY ' DATE OF ISSUE LETTER OF CREDIT NO ST202388 ' OctoDer 28, 1994 ------------------------------------- ----------------------------------------- APPLICANT ' ACCOUNTEE (Same as Applicant if blank ) 501 MAIN INC , A CALIFORNIA ' CORPORATION ' 451 NO BRISTOL AVENUE ' LOS ANGELES, CA 900d9 ' ------------------------------------- ----------------------------------------- ADVISING BANK ' BENEFICIARY (Not Applicable) ' CHARTER SERVICES CORPORATION, A ' CALIFORNIA CORPORATION A WHOLLY ' OWNED, SUBSIDIARY OF THE RESOLUTION ' TRUST CORPORATION, AS RECEIVER FOR ' FOR CHARTER SAVINGS BANK ' OR ' 11IDLAND LOAN SERVICES, AS LOAN SERVER ' 210 W 10th ST ' P 0 BOX a19158, KANSAS CITY, HISSOURI 64141 ------------------------------------- ----------------------------------------- DATE AND PLACE OF EiiP IRY ' AHOUNT May 31 , 1996 ' USD 200,000 00 LOS ANGELES, CA ' Two t1undrea Tnousand U S Dollars Only Ge hereby issue this Irrevocable Standby Letter of Crealt in the bereficiary' c- faaor which is available with us by sight payment against presentation of your sight `draft(s ) or us completed in substantially the form attached as Exhibit 1 , for all or any part of this credit This Letter of Credit is transferable upon receipt of your written instructions submitted in substantially the form attached as Exhibit 2 , in which case a letter of transfer verifiea by a wank must accompany documents However, in oraer for us to comply witn the U S Treasury and U S Department of Commerce Regulations, this credit may only be transferred after the bank authorized and requested to effect the transfer has communicated the name and address of the transferee to us for approval 17e will promptly honor all drafts drawn in compliance with the terms of this credit if received on or before the expiration date at our counters at 515 So Figueroa St , Los Angeles, Calif 90071 Attn International Department, 2nd Floor 1 r EXHIBIT 1 TO IRREVOCABLE LETTER OF CREDIT NO. SIGHT DRAFT [Name of Issuer] [Address) Attention: Date: , 199 Pay at sight to: CHARTER SERVICES CaRFORATIM, a California Corporation, a wholly-cwned Subsidiary of the RESCLUTIM TRUST OQRPORATICN, as Receiver for CHARTER SAVINGS BANK, to be delivered at the following address: c/o Midland Loan Services 210 West 10th Street P.O. Box 419158 Kansas City, kv £4141-5158 Attention: Charles Sipple of the sum of U.S. Dollars ) . This draft is drawn under- your Irrevocable Letter of Credit No. , in favor of and for the benefit of the Beneficiary (or its assignee transferee) who is named therein. Sincerely yours, "Beneficiary" By: Nam: Title: For: hIIDLAM LORI SERVICES 'Loan-servicing Aqent for Charter Service Corporation i f EXHIBIT 2 to IRREVOCASLE LF'rII:R OF CREDIT NO. SAMPLE FORM FUR TRANSFER OF II'= OF CREDIT (Name of Issuer] [Address] Attention: 199 Dear Sir or Madam: We hereby transfer to [Name of Assignee] , whose address is set forth below, all rights to Letter of Credit No. , being held at your Bank, subject to the terms of such credit. Enclosed is the original Letter of Credit No. Very truly yours, "she Beneficiary's By: Mime: Title: For: CHARTER SERVICE CORPORATION Accepted and Agreed: Dated: Assignee/Transferee of Beneficiary By: Dkcne: Title: For: Address: RESOLUTION TRUST CORPORATION t CAPITAL IMPROVEMENT ESCROW AGREEMENT I This CAPITAL IMPROVEMENT ESCROW AGREEMENT ("Agreement") is made this 28 day 2 of, _ October , 1994 by and between 501_MAIN- INC., a California Corporation 3 ("Borrower") and 4 RTER SERVICE CORPORATION. a CalibMia , o ration ("finder"). S RECITALS: 6 A. This Agreement is being executed in connection with Lender's snaking a mortgage loan 7 to Borrower in the original principal amount of$_ _779,000.00 ("L"a "). S The proceeds of the Loan will be usad for the acquisition of a property mown as 9 501 Main Street- Huntington Beach. California and located in Mgt Coun . California 10 (" "), and more particularly described in Exhibit A attached hereto 11 and incorporated herein by reference. 12 B. The Loan is evidenced by a Note("-i g') dated October 1A` , 1994 made by 13 Borrower and is secured by, among other things, a Ded of Trust instrument 14 (15mrity Instrument"), dated v n e w' , granting a first lien on the 1s Property (the Note, Security Instrument, and all other documents evidencing, governing 16 or securing the Loan, including this Agreement, are collectively referred to as the "man 17 Documents"). 18 C. Lender requires as a condition to the making of the Loan that Borrower deposit in 19 escrow with Lender the Escrow Deposit (as defined below) to be used to make certain 20 Improvements (as defined below) to the Property, all as provided in this Agreement. 21 AGREEMENT 22 NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained in 23 this Agreement, the receipt and sufficiency of which are acknowledged, Borrower and Lender 24 agree as follows: 25 1. DeMits t2 ft Cppital Improvtmgnt JFAcrow. 26 (a) Borrower agrees to deposit in escrow with Lender or its designee 27 the amount of_ -Two Hundred Thousand and 1161100 Dollars 28 (S200-000.00 _ _ (*& ow i ") 29 upon execution of this Agreement. 30 (b) Leader shall deposit the Escrow Deposit in an interest bearing 31 escrow account with a depository institution ("[!g itory 32 Fnstitulian") (commercial bank, mutual savings bank, savings g 33 loan association or credit union), the deposits of which are 34 insured by a Federal agency ("E-scrqM.AccoUnt"). The Escrow 35 fill 9? Deposit, and all other funds from. time to time lathe Escrow 36 � 71��' Account are collectively called 'Escrow Funds." Vv"�! Capital Impt41'vOnent Escrow Agreement November 1992 Page 1 37 (c) The Depository Institution shall have a Sheshunoff rating of 50 • 3�- or better. 39 (d) Lender shall not be responsible for any losses resulting from the 40 investment of Escrow Funds or for obtaining any specific level or 41 percentage of earnings on such investment. 42 (e) Any investment earnings on the Escrow Funds shall be added to 43 and become part of the Escrow Funds. 44 (f) In Lender's sole and absolute discretion, Lender may allow the 45 escrow for capital improvements to be funded in whole or in part 46 by an irrevocable letter of credit for the benefit of Lender to be 47 held by Lender, in lieu of cash; provided that such letter of credit 48 be from a financial institution acceptable to Lender and in the 49 form attached as Exhibit C. In such case, the letter of credit shall 50 be considered part or 211, as the case may be, of the Escrow 51 Deposit. If the Escrow Deposit consists of a letter of credit, 52 Borrower covenants and agrees to renew or replace said letter of 53 credit (with a letter of credit from a financial institution 5.1 acceptable to Lender) and to deliver said renewal or replacement 55 letter of credit to Lender no later than thirty (30) days prior to 55 the expiration of any such letter of credit held by Lender as the 57 Escrow Deposit. If Borrower fails to do so, Lender shall have the 58 right, in addition to any other rights and remedies provided in 59 this Agreement, to draw on the letter of credit and deposit such 60 cash funds into an Escrow Account as described above. 61 2. I e-of_the Elcrgw Funds. Except as otherwise provided in this Agreement, the 62 Escrow Funds shall be used only to pay the costs of those capital improvements 63 to the Property listed in Exhibit B to this Agreement (collectively, (4 "ImpromenW). 65 3. Agreement ,to Complete Improvements. Borrower agrees to commence the 66 Improvements immediately (or as soon thereafter as weather reasonably shall 67 permit), to diligently pursue the Improvements to completion, and to complete 68 the Improvements no later than the date that is� months after the 69 closing date of the Loan ('Escrow Period'). Borrower further agrees that all 70 Improvements shall be made in a good and workmanlike manner and shall be 71 completed free and clear of any mechanic's or materialman's liens and 72 encumbrances. Borrower agrees to pay all costs necessary for completion of the 73 Improvements without regard to the sufficiency of the Escrow Funds. 74 4. Release o „Escrow Funds. 75 4.1 Request for Release. 76 (a) To the extent the Escrow Funds consist of cash, Lender shall, 77 upon written request from Borrower, and satisfaction of the 78 requirements set forth in this Section 4 and in Section 5 of this Capital Improvement Escrow Agreement November 1992 Page 2 t 79 Agreement, release to Borrower amounts from. the Escrow 8Q Account necessary to reimburse Borrower for approved costs of 81 Improvements upon completion or upon partial completion in 82 accordance with ; a below. In no event shall Lender 83 be obligated to release Escrow Funds if a default exists under any 84 of the Loan Documents or if an act, event or condition shall have 85 occurred and then be existing that with notice and/or the lapse of 86 time would constitute a default under any of the Loan 87 Documents, or until Borrower has paid in full any fees, costs and 83 expenses then due and payable under this Agreement. 89 (b) Each request for release from the Escrow Account shall list(I) the 90 specific Improvement(s) for which the release is requested, (it) the 91 quantity and pricle of each item purchased, if such 92 Improvement(s) includes the purchase or replacement of specific 93 items (such as appliances), (iii) the price of all materials (grouped 9.t by type or category) used in such Improvement(s) other than the 95 purchase or replacement of specific items, and (iv) the cost of all 95 labor or other services involved in the Improvement(s) for which 97 such request for release is made. Borrower shall certify in 93 writing that the portion of the Improvements covered by the 99 requisition has been completed in a good and workmanlike 100 manner and in accordance with any plans and specifications 101 previously approved by Lender. With each request, Borrower also 102 shall provide Lender with copies of invoices, previously paid by 103 Borrower, for all items or materials purchased and/or all labor or 104 services purchased and/or provided with respect to such request 105 for release from the Escrow Account. 106 (c) Unless Lender has agreed to issue joint check(s) in connection 107 with a particular Improvement, Borrower shall pay all invoices in 108 connection with t2he Improvement(s) with respect to which a 109 release is made prior to submitting a request for release from the 110 Escrow Account. Lender, at its option, may issue joint checks, 1I1 payable to Borrower and the supplier, materialman, mechanic, 112 subcontractor or other party to wbom payment is due in 113 connection with an Improvement. 114 (d) Except as provided in Scgtion 4.1W, each request for 115 reimbursement from the Escrow Account may be made only after 116 completion of the Improvement(s) for which reimbursement is 117 requested. Borrower shall provide Lender evidence, satisfactory 118 to Lender in its reasonable judgment, of completion. In 119 connection with any Improvement(s) involving construction or 120 any structural repair or improvement, Lender may require I21 Borrower to provide one or more inspections and/or certificates I22 of completion by an appropriate independent, qualified 123 professional (such as an architect, engineer, or inspector, 124 depending on the nature of the Improvement(s)) selected by 125 Lender. Capital Improvement Escrow Agreement November 1992 Page 3 126 (e) If(i) the cost of an Improvement exceeds ..o 1117 a contractor or contactors performing 123 such Improvement under a written contract require(s) periodic 129 payments, and (iii) Lender has approved in writing in advance 130 such periodic payments, a request for reimbursement from the I31 Escrow Account may be made after completion of a portion of the 132 work under such contract(s), but only if the materials for which 133 the request for reimbursement has been made are on site at the 134 project and are properly secured, or have been installed in the 135 Property and funds remaining in the Escrow Account and 136 designated for such Improvement are, in Lender's judgment, 137 sufficient to complete that Improvement. 138 (f) Borrower shall not make a request for release from the Escrow 139 Account more frequently than once in any month and the total 140 cost of all Improvements in any request shall not be less than 141 r.;,;.; 142 4.2 EinaLRC]ease QfEs� crow &nds. Provided (i)Borrower completes all of 143 the Improvements to the satisfaction of Lender on or before the 144 expiration of the Escrow Period, (ii) there is no default under this 145 Agreement or the other Loan Documents that has not been cured to 146 Lender's satisfaction, (iii) Lender has received evidence required by 147 Section 5.3 below that there are no mechanic's or materialmen's liens that 149 would take priority over the lien of the Security Instrument, and (tv) 149 Lender has received any appropriate cost, architectural and completion 150 certifications required by Lender, Lender shall, to the extent the Escrow 151 Funds consist of cash, apply any remaining Escrow Funds to the 152 indebtedness evidenced by the Note, and, to the extent Escrow Funds 153 consist of a letter of credit, Lender shall draw upon the letter of credit 154 and apply the proceeds to the indebtedness aforesaid. 155 5. Performance of Improvements. 156 5.1 WorkmanlikL omnletion. 157 (a) Lender shall have the right to approve all contracts or work 158 orders with materialmen, mechanics, suppliers, subcontractors, 159 contractors or other parties providing labor or materials in 160 connection with Improvements. Upon Lender's request, Borrower 161 shall conditionally assign any contract or subcontract to Lender. 162 (b) In the event Lender determines that any Improvement has not 163 been begun as agreed in Section 3 above, is not being performed 164 in a workmanlike or timely manner, or has not been completed in 165 a workmanlike manner within the Escrow Period, Lender shall 166 have the option to proceed under existing contracts or to contract 167 with third parties to complete such Improvement in a 168 timely manner or to modify such Improvement so as to render 169 same completed in a workmanlike manner and to apply the 170 Escrow Funds, to the extent they consist of cash, toward the labor Capital Improvement Escrow Agreement November 1992 Page 4 171 and materials necessary to make, complete or modify such 1;2 Improvement, and to the extent the Escrow Funds consist of a 173 letter of credit, to draw on such letter of credit to pay for the 174 labor and materials necessary to make, complete or modify such 175 Improvement. 176 (c) In order to facilitate Lender's completion, making or modification 177 of the Improvements under Section 5.1(b) above, Borrower hereby 178 grants Lender a right of entry onto the Property to perform any 179 and all work and labor necessary to make, complete or modify the IE0 Improvements and/or employ watchmen to protect the Property I£1 from damage. All sums so expended by Lender shall be deemed M to have been paid to Borrower and secured by the Security 1£3 Instrument. For this purpose Borrower constitutes and appoints I£4 Lender its true and lawful attorney-in-fact with full power of 1£5 substitution to make, complete or modify the Improvements in the 1£6 name of Borrower, which appointment shall be exercisable by IV Lender, for the purpose of protecting Lender's security, only upon 198 default by Borrower in any of its obligations under the Loan 1£9 Documents. Borrower empowers said attorney-in-fact as follows: 1,00 (1) To use any cash Escrow Funds which may remain 191 unadvanced under this Agreement and to draw on any 192 letter of credit that is part of the Escrow Funds for the 193 purpose of making, completing or modifying the 194 Improvements; 195 (ii) To make such additions, changes and corrections to the 196 Improvements as shall be necessary or desirable to 197 complete or modify the Improvements; 198 (iii) To employ such contractors, subcontractors, agents, 199 architects and inspectors as shall be required for such 200 purposes; 201 (iv) To pay, settle or compromise all existing bills and claims 202 which may be liens against the Property, or as may be 203 necessary or desirable for the completion of the 204 Improvements, or for clearance of title; 205 (v) To execute all applications and certificates in the name of 206 Borrower which may be required by any of the contract 207 documents; 208 (vi) To prosecute and defend all actions or proceedings in 209 connection with the Property or the rehabilitation and 210 repair of the Property; and 211 (vii) To do any and every act which Borrower might do in its 212 own behalf to fulfill the terms of this Agreement. Capital Improvement Escrow Agreement November 1992 Page 5 213 It is further understood and agreed that this power of attorney shall be deemed 2i4 to be a power coupled with an interest and not capable of being revoked. 215 Borrower specifically agrees that all powers granted to Lender under this 216 Agreement may be assigned by Lender to its successors or assigns as holder of 217 the Note. Borrower pledges as additional security for the Loan and assigns and 218 quitclaims to Lender all of Borrower's interest in the Escrow Funds for the 219 completion of the Improvements, such assignment to become effective only in 220 case of Borrower's default. In addition, in case of Borrower's default under this 221 Agreement or any of the Loan Documents, Lender shall be entitled to draw upon 222 any letter of credit constituting the Escrow Funds . and apply the proceeds 223 thereof in any manner it deems reasonable. 224 (d) Nothing in this Section 5.1 shall: 225 (1) Make Lender responsible for malting, completing or 226 modifying the Improvements; 227 (ii) Require Lender to expend funds in addition to the Escrow 228 Funds to make, complete or modify any Improvement; 229 (iii) Obligate Lender to proceed with the Improvements; or 230 (iv) Obligate Lender to demand from Borrower additional 231 sums to mak:, complete or modify any Improvement. 232 5.2 InsoWions. 233 (a) Borrower shall permit Lender or Lender's representatives 234 (including an independent person such as an engineer, architect 235 or inspector) or third parties making Improvements pursuant to 236 Section 5.1(d) of this Agreement to enter upon the Property 237 during normal business hours (subject to the rights of tenants 238 under their leases) to inspect the progress of any Improvements 239 and all materials being used in connection with such 240 Improvements, to examine all plans and/or shop drawings relating 241 to such Improvements which are or may be kept at the Property 242 and to inspect all books, contracts, subcontracts and records of 243 Borrower with respect to the Property. Borrower agrees to cause 244 all contractors and subcontractors reasonably to cooperate with 245 Lender or Lender's representatives or such other persons 246 described above when making inspections described in this 247 Section 5.2. 248 (b) Lender may inspect the Property in connection with any 249 Improvement prior to releasing funds from the Escrow Account for 250 such Improvement. If the cost of an Improvement equals or exceeds ( ;.-... 251 :, , . . �.� ,.>> `• Lender may inspect the Property . �' p 252 prior .6...releasing funds from the Escrow Fund for such 253 Improvement. Borrower shall pay Lender a reasonable inspection 254 fee not exceeding$ .t x plus travel Capital Improvement Escrow Agreement November 1992 Page 6 9 � costs for each such inspection. In connection with any 256 Improvement involving construction or any structural repair or 257 improvement, Lender may require an inspection and/or 253 certificate of completion by an appropriate, independent and 259 qualified professional (such as an architect, engineer, or 260 inspector, depending on the nature of the Improvement) selected 261 by Lender. Borrower shall pay all fees and expenses charged by 262 such engineer, architect, inspector or other person inspecting the 263 Property, and all other fees, costs and expenses relating to such 264 inspections. 265 5.3 Lien ree Completion. 2E6 (a) Borrower covenants and agrees that each of the Improvements 267 and all materials, equipment, fixtures, or any other item 268 comprising a part of any Improvement shall be constructed, 269 installed or completed, as applicable, free and clear of any 270 mechanics', materialman's or other liens except as previously 271 approved in writing by Lender. 272 (b) Prior to each release from the Escrow Account, Borrower shall 273 provide to Lender an endorsement to the title insurance policy 274 insuring Lender's interest in the Property that updates the 275 effective date of the policy to within five(5) days of the date of 276 the advance of Escrow Funds and shows that no mechanics' or 277 materialmen's liens or other liens that have not been bonded off 278 to Lender's satisfaction have intervened since the date of 279 recordation of the Security Instrument and that title to the 280 Property is free and clear of all liens (other than the lien of the 281 Security Instrument or any other liens previously approved in 282 writing by Lender, if any). 283 (c) Lender may require Borrower to obtain from any contractor, 284 subcontractor, or materialman an acknowledgment of payment 285 and release of Iien down to the date covered by the last advance 285 of Escrow Funds. Any such acknowledgment and release shall 287 conform to the requirements of local lien law and shall cover all 283 work performed and materials (ncluding equipment and fixtures) 287 furnished for the Property except for any hold back amounts. 29) Lender may also require Borrower to file this Agreement or any 291 other agreement or contract under which Improvements are to be 292 completed in the public records of the jurisdiction In which the 293 Property is located if the effect of such filing will be to relieve 294 the Property from mechanics' and materialmea s liens in 295 connection with any such Improvements. 295 5.4 CQsoliance with Laws and Insurance RMirements. 297 (a) All Improvements shall comply with all applicable laws, 299 ordinances, rules and regulations of all governmental authorities Capital Improvement Escrow Agreement November 1992 Page 7 299 having jurisdiction over the Property and applicable insurance 300 requirements, including, without limitation, applicable building 301 codes, special use permits, environmental regulations, and 302 requirements of insurance underwriters. 303 (b) Borrower represents and warrants that, to the best of its 304 knowledge, no permits or approvals from any agency or authority, 305 other than those previously obtained and furnished to Lender, are 336 necessary for the commencement and completion of the 337 Improvements. Borrower shall pay all applicable fees and charges 308 of such agencies or authorities. . 309 (c) In addition to any insurance required under the Loan Documents, 310 Borrower shall provide or cause to be provided workmen's 311 compensation insurance, builder's risk, and public liability 312 insurance and other insurance required by applicable law in 313 connection with any of the Improvements. All such policies shall 314 be issued by companies approved by Lender and shall be in form 315 and amount satisfactory to Leader. All such policies which can 316 be endorsed with standard mortgagee clauses making loss payable 317 to Lender or its assigns shall be so endorsed. The originals of 318 such policies shall be delivered to Lender. 319 6. Loan Documents. 320 6.1 PcfaulLY.Inderm . If Borrower (a) at any time prior to the 321 completion of the Improvements abandons or ceases work on the 322 Improvements for a period of more than twenty (20) days, unless such 323 cessation results from causes beyond the control of Borrower and 324 Borrower is diligently pursuing the reinstitution of work, (b) fails to 325 complete the Improvements in a good and workmanlike or timely manner 326 within the Escrow Period, (c) allows a mechanics' or materialman's lien 327 to be filed against the Property (unless such mechanics' or materialman's 528 lien is bonded off to the satisfaction of Lender), (d) otherwise fails to 329 comply with the terms of this Agreement and the Security Instrument 330 within ten (10)days of Lender's notice of such non-performance or non-. 331 compliance (except for Borrower's obligation to renew a letter of credit 332 that is part of the Escrow Deposit as required under Section 1 M for 333 which no notice or cure period shall be permitted), or (e) otherwise 334 defaults under any of the Loan Documents, any such failure shall be a 335 default under this Agreement, and Lender, at its option, may hold and 336 apply any cash Escrow Funds as provided in Section 6.2 of this 337 Agreement and may draw on any letter of credit that is part of the 338 Escrow Funds and deposit the proceeds thereof into the Escrow Account. 339 6.2 Default Under the Loan Documents. 340 (a) The cash funds held in the Escrow Account are pledged as 341 additional security for the indebtedness evidenced by the Note Capital Improvement Escrow Agreement November 1992 Page 8 342 and secured by the Security Instrument. If Borrower defaults on ' 3w3 any payment due under the Note or under any covenant in the 344 Security Instrument, or under any term or provision of this 345 Agreement or of any other Loan Document, then Lender, in its 346 sole and absolute discretion, may draw on any letter of credit that 347 is part of the Escrow Funds and deposit the proceeds thereof into 348 the Escrow Account and apply in any order it deems advisable ('i) 349 the funds in the Escrow Account or any portion of such funds to 350 payment of the indebtedness evidenced by the Note or any unpaid 351 fees, costs or expenses that Borrower is required to pay under this 352 Agreement or any of the other Loan Documents, provided, 353 however, that such application of funds shall not cure or be 354 deemed to cure any default; (H) the funds in the Escrow Account 355 to reimburse Lender for any losses or expenses (mcluding, without 356 limitation, legal fees) suffered or incurred by Lender as a result 357 of such default; (iii) the funds in the Escrow Account to make or 358 complete the Improvements as provided in Section 5; or (iv) the 359 funds in the Escrow Account in connection with exercising all MO rights and remedies available to Lender at law or in equity or 361 under this Agreement or any of the other Loan Documents. 362 (b) Nothing in this Agreement shall obligate Lender to apply all or 363 any portion of the Escrow Funds on account of any default by 364 Borrower or to repayment of the indebtedness evidenced by the 365 Note. 366 6.3 Borrower's Other Obligations. Nothing contained in this Agreement shall 367 in any manner whatsoever alter, impair or affect the obligations of 368 Borrower, or relieve Borrower of any of its obligations to make payments 369 and perform all of its other obligations required under the Loan 370 Documents. 371 7. RemtdjM_Curnu1ajive. None of the rights and remedies conferred upon or 372 reserved to Lender under this Agreement are intended to be exclusive of any 3 73 other rights, and each and every right shall be cumulative and concurrent, 374 and may be enforced separately, successively or together, and may be exercised 375 from time to time as often as may be deemed necessary by Lender. 376 8. Additional_ Documents. Upon completion of all or any portion of the 3 77 Improvements and upon Lender's request, Borrower shall execute and deliver to 378 Lender a security agreement and financing statement or similar instrument(s), 379 in form substantially like those executed in connection with Lender's making the 380 Loan to Borrower, necessary or desirable to perfect Lender's Iien upon any 391 property for which Escrow Funds were expended. 392 9. Indemnification. Borrower agrees to indemnify, defend and hold harmless 383 Lender from and against any and all actions, suits, claims, demands, liabilities, 384 losses, damages, obligations and costs or expenses, including, but not limited to, 385 litigation costs and reasonable attorneys' fees, arising from or in any way 386 connected with the performance of 6e Improvements or the investment of the Capital Improvement Escrow Agreement November 1992 Page 9 3$7 Escrow Funds. Borrower assigns to Leader all rights and claims Borrower may 388 have against all persons or entities supplying labor or materials in connection 389 with Improvements; provided,however, that Lender may not pursue any such 390 right or claim unless Borrower is in default under this Agreement or the Loan 391 Documents. 392 10. Determinations by Lender. In any instance where the consent or approval of 393 Lender may be given or is required, or where any determination,judgment or 394 decision is to be rendered by Lender under this Agreement, the granting, 395 withholding or denial of such consent or approval and the rendering of such 396 determination,judgment or decision shall be made or exercised by Lender at its 397 sole and exclusive option and in its sole and absolute discretion. 398 11. J!grrowersJRecoC&. Borrower shall furnish such financial statements, invoices, 399 records, papers and documents relating to the Property as Lender may 400 reasonably require from time to time to make the determinations permitted or 401 required to be made by Lender under this Agreement. 402 12. Fees and Costs. 403 (a) Borrower shall pay Lender a monthly fee of 5.... 404 for its services in administering the Escrow Account. Lender shall bill 405 Borrower directly for each monthly fee. 406 (b) All reasonable costs and expenses incurred by Lender in 407 connection with collecting, holding and disbursing the Escrow 408 Funds pursuant to this Agreement shall be paid by Borrower. All 409 reasonable fees, charges, costs and expenses incurred by Lender 410 in connection with inspections made by Lender or Lender's 411 representatives in carrying out Lender's responsibility to make 412 certain determinations under this Agreement shall be paid by 413 Borrower. 414 13. Successors,and Assigns Bound. 'Phis Agreement shall be binding upon Borrower 415 and Lender and their respective successors and assigns, and shall inure to the 416 benefit of and may be enforced by the Lender and its successors, transferees and 417 assigns. Borrower shall not assign any of its rights and obligations under this 418 Agreement without the prior written consent of Lender, which consent Lender 419 may reasonably withhold. 420 14. No -Third btly Rmefidna. This Agreement is intended solely for the benefit 421 of Borrower and Lender and their respective successors and assigns, and no third 422 party shall have any rights or interest in any provision of this Agreement or the 423 other Loan Documents. Nothing contained in this Agreement shall be deemed or 424 construed to create an obligation on the part of Lender, or which confers upon 425 any third party a right to enforce against Lender, any right that Borrower may 426 have under this Agreement. 427 15. Amendment an¢ Waiver. No amendment to this Agreement will be valid unless 428 it is made in writing and executed by the parties to this Agreement. No specific Capital Improvement Escrow Agreement November 1992 Page 10 429 waiver or forbearance for any breach of any of the terms of this Agreement 430 shall be considered as a general waiver of that or any other term of this 431 Agreement. 432 16. CQmnletion_of, TmRrovements. Lender's release of Escrow Funds or other 433 acknowledgment of completion of any Improvement in a manner satisfactory to 434 Lender shall not be deemed an acknowledgment that the Improvement has been 435 completed in accordance with applicable building, zoning or other codes, 436 ordinances, statutes, laws, regulations or requirements of any governmental 437 agency. . 438 17. No Age or Partnership. Nothing contained in this Agreement shall constitute 439 Lender as a joint venturer, partner or agent of Borrower, or render Lender liable 440 for any debts, obligations, acts, omissions, representations or contracts of 441 Borrower. 442 18. Assumption or Loan/Transfer of Interests in Borrower. 443 (a) If the Property is transferred and the obligations of Borrower 444 under the Loan Documents are assumed by the transferee of the 445 Property, that transferee shall be required to assume Borrower's 446 duties and obligations under this Agreement and shall be required 447 to execute and deliver to Lender such documents as Lender 448 requires to effectuate such assumption of duties and obligations. 449 (b) If Interest(s) in Borrower are transferred so that Lender's consent 450 is required under the Security Instrument, the purchaser(s) of 451 such interest(s)shall be required to execute and deliver to Lender 452 such documents as Lender requires to effectuate Borrower's 453 continued obligations under this Agreement. 454 Notwithstanding the foregoing provisions of this Sectinn 19, nothing herein shall 455 be deemed to permit (i) Borrower to transfer all or any part of its interest in the 456 Property or (H) interests in the Borrower to be transferred, except in compliance 457 with the Security Instrument. 458 19. Termination of Capital Improvement Fscrow. Upon (a) payment in full of all 459 sums evidenced or secured by the Loan Documents and release by Lender, and 460 (b) payment in full for all Improvements completed or contracted to be 461 performed prior to the date of the payment described in (a), Lender shall release 462 to Borrower the remaining amount of cash Escrow Funds, if any, in the Escrow 463 Account and return to Borrower any letter of credit that is part of the Escrow 464 Funds. 455 20. entire Amment. "Ibis Agreement contains the complete and entire 456 understanding of the parties and no changes shall be recognized as valid unless 457 they are made in writing and signed by the parties. No specific waiver of any 458 of the terms of this Agreement shall be considered as a general waiver of that 459 or any other term of this Agreement. If any provision of this Agreement is in 470 conflict with any provision of the Security Instrument regarding the Escrow Capital Improvement Escrow Agreement November 1992 Page II 471 Account, the provision contained in this Agreement shall control. 472 21. NQt cam. All notices, waivers, demands, requests or other communications 473 required or permitted by this Agreement (collectively, "Notices"), to be effective, 474 shall be in writing, and given by (a) personal delivery, (b) established overnight 475 commercial courier with delivery charges prepaid or duly charged, or (c) 476 registered or certified mail, return receipt requested, first class postage prepaid. 477 If to Lender, to: Mr. CHARLES J. SIEPLE 478 Title: 479 [For: Resolution Trust Corporation) 430 IIfidland-Loial Services 431 21Q West 10th Street (,P.O. Box 4191M Kansas City,Misko ' 6414 -6i158 432 with a copy to: California Sales-!Qtte Ms. Kendall Flagg-Kun - Esg. 433 5eni,+rAttorney 434 California Office, Legal Division 485 Resolution Trust Corporation 436 4000 MacArthur Boulevard 437 Newport Beach, California 92658&210 438 If to Borrower, to: 439 SQLMain. Inc. 490 100 Wilshire Boulevard, SMite 1230 Santa Monica. Callfornia 904M 471 Attn: Mr. Shaoul J. Levy. Secretary 492 with a copy to: 493 i%- 7 Ann-IPAl m 494 c 495 At= 496 or to any other address or addressee as any party entitled to receive Notices 497 under this Agreement shall designate, from time to time, by Notice given to the 498 others in the manner provided in this Section. 499 Notices thus given by personal delivery shall be deemed to have been received 500 upon tender to the applicable natural person named above. Notices thus given 501 by overnight courier shall be deemed to have been received the next business day 502 after delivery to such overnight commercial courier. Notices thus-given by mail 503 shall be deemed to have been received on the second (2nd) day after deposit into 504 the United States Postal System. All copies to the applicable person(s) or 505 entity(ies) designated above to receive copies shall be given in the same manner 506 as the original Notice and such giving shall be a prerequisite to the effectiveness 507 of any Notice. Capital Improvement Escrow Agreement November 1992 Page 12 508 22. SeverabililX. The invalidity, illegadity, or unenforceability of any provision of 569 this Agreement pursuant to judicial decree shall not affect the validity or 510 enforceability of any other provision of this Agreement, all of which shall 511 remain in full force and effect. 512 23. Governing Law. All questions with respect to the construction of this 513 Agreement and the rights and liabilities of the parties under this Agreement 514 shall be determined in accordance with the laws of the jurisdiction in which the 515 Property Is located, without regard to the application of choice of law principles, 516 except to the extent that such laws are superseded by federal law. 517 IN WITNESS IiTUMEOF, the undersigned have executed this Agreement on the date and year 518 first written above. 519 WITNESS/ATTEST: BORROWER: 520 501 MAIN,1NC, A California Corporation By: LEO' ARD FELDMAN President By: SHAOUL LEVY Vice-President/Secretary LENDER: 521 � � 522 WEIVRiffor C RTER VIN AI` .S.B. 523 P 524 QIARTER SERVICE CQRPORATION 525 A California Corporation 526 By: Capital Improvement Escrow Agreement November 1992 Page 13 527 Exhibit A 528 LEGAL DESCRIMON OF PROPERTY [Set Forth Legal Description, Below, Or Attach, Following] Capital Improvement Escrow Agreement November 1992 Page 14 f Legal Desgription PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) it and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282F Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. 529 Exhibit 1! 530 [to the Capital Improvement Escrow Agreement] SCHEDULE OF IMPROVEMENTS & FSTIhIATED COSTS 531 [Attach as Exhibit B a list of Improvements and estimated costs of Improvements] 532 Improvement Estimated Cost (1) AIR CONDITIONING $ 30.000.00 (2) CARPETING/TILE ETC. $ 20,000.00 (3) DRYWALLS MATERIAL AND LABOR $ 30,000.00 (4) PAINT S 15,000.00 (s) PLUMBING $ 15,000.00 (6) GENERAL CONTRACTOR $ 15,000.00 m ELECTRICAL MATERIAL $ 30,000.00 (a) ELECTRICAL LABOR $ 10,000.00 (9) TENANT FINISHES $ 15,000.00 (10) CONTINGENCY w $ 20,000.00 T 0 T A L 200,000.00 WE HAVE APPROXIMATELY 5,500 SQ. FOOT AVAILABLE. THIS WOULD GIVE US 36.36 PER FOOT WHICH I PREFER TO GIVE AS CREDIT AND LET THE TENANT DO CAPITAL IMPROVEKENT. Capital Improvement Escrow Agreement November 1992 Page 15 533 Exhibit .0 534 IRREVOCABLE LETTER OF CREDIT 535 (See, Fora of Irrevocable Letter of Credit, Attached Hereto and Following.) Capital Improvement Escrow Agrmnent November 1992 Page 16 ti L Resolution Trust Corporation IRREVOCABLE LETTER OF CREDIT NO. October- _- .!. 1994 CHARTER SERVICES CORPORATION, a California Corporation, A Wbolly-Owned Subsidiary of the RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK 4000 MacArthur Boulevard Newport Beach, California 92660 Attn: yice-President. California-office Dear Sir or Madam: ' For the account and benefit of CHARTER SERVICES CORPORATION, a Califor— nia Corporation, a wholly-owned Subsidiary of the RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK (the "Beneficiary") , the undersigned institution (the "Issuer") hereby opens in your favor the Issuer's Irrevocable Letter of Credit No. ("Letter of Credit") for an amount not exceeding"a"total...of 'Tvo-'Hundred Thousand And No1100 Dollars (S200,000.00) , effective immediately and expiring on Acril R 1995. Funds under this Credit are available to Beneficiary against one or more sight drafts on the Issuer completed by Beneficiary or by Beneficiary's loan servicer, Midland Loan Services, of Kansas City, Missouri, on Beneficiary's behalf, completed in substantially the form attached hereto and marked as Exhibit 1 (and incorporated fully herein by this reference) , for all or any part of this Credit. This Credit is irrevocable, unconditional and transferable. This Credit may be transferred, without charge, one or more times upon receipt of the Beneficiaries written instructions submitted in substantially the form attached hereto and marked as Exhibit2 (and incorporated fully herein by this reference) . The Issuer shall promptly honor all drafts drawn in compliance with the terms of this Credit if received on or before the expiration date at: Mr+R�N,9t*M19P62)EEP�{:v'?X?3b�^"y". '�N+.l6F!�"o4''dOPt iAC3[^':N�Y4'YM'y"^n'OWY'iYiNQO[Y�RVACHY',KH Y,^EP:<!Y`^"ti^?ti^Y�w.p. '.7L�`$'�P'.�.'1M?f0t' '.M. �sevMKpPgo-�o a'p+dv''h`.."'b-a`Le [addressC-bf.-.Issue ..r]........................................................ ...•----...--................................ ........ -................................... ... ..-- Drafts presented at the Issuer's office at the address set forth above no later than 10:00 a.m. shall be honored on the date of presentation, by payment in accordance with the Beneficiary's payment instructions that accompany each such draft. If requested by the Beneficiary, payment under this Credit may be made by wire transfer of immediately California Standard Form Letter of Credit Prepared July 9, 1993 1 available funds to the Beneficiary's account as specified in the draft (whether executed by the Beneficiary, or by Midland Loon Services) or by deposit of same day funds in the Beneficiary's designated account. This Credit shall be governed by and subject to the Uniform Customs and Practice for Documentary Credits (1983 revision) , International Chamber of Commerce Publication No. 400 ("UCP") , and to the extent not inconsis- tent with the UCP, laws of the State of California. Sincerely yours, "The Issuer" (Name of Entity) [Signed By] [Name] [Title] Date: October , 1994 California Standard Form . Letter of Credit Prepared July 9, 1993 2 r XHID1 TO IRREVOCABLE LETTER OF CREDIT NO. SIGIU PRAEC [Name of Issuer] [Address] Attention: Date: , 199! Pay on demand to: CHARTER SERVICES CORPORATION, a California Corpora— tion, a wholly-owned Subsidiary of the RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, to be delivered at the following address: c/o Midland Loan Services 210 West 10th Street P.O. Box 419158 Kansas City, MO 64141-6158 Attention: Charles Sipple of the sum of { U:S­'D...llars ($ This draft i 'drawn under your Irrevocable Letter of 'Credit No:'" '=f �" "° ° , in favor of and for the benefit' of the Bene_ic o assignee/transferee) who is named therein. This Draft shall be payable immediately on sight. Sincerely yours, "Beneficiary" By: Name: Title: Y_qr: MIDLAND LOAN SERVICES Loan-gervicing _Aaent for Charter Service Corporation California Standard Form Letter of Credit Prepared July 9, 1993 3 ZXHIBIT 2 TO IRREVOCABLE LETTER OF CREDIT NO. SANTLE FORM FOR IRAMEER OEM= OE CREDIT [Fame of Issuer] (Address) Attention: 199 Dear Sir or Madam: We hereby transfer to Xiro 3-2 f I—*n J_ Assignee] whose....addr e.s s is set fo=th'°°�e1aw;""all rights 'to Letter of Credit No 7M711 being held at your Bank, subject to the terms of such...Credit...........En"cloiseid is the original Letter of Credit which should be returned to us with the endorsement of this transfer thereon. Very truly yours, "The Beneficiary" By: Name: Title: Lor: CHARTER SERVICE CORPORATION Accepted and Agreed: Dated: Assignee/Transferee of Beneficiary By: Name: Title: Address: California Standard Form Letter of Credit Prepared July 9, 1993 4 yr kECEIYEC CITY : iFi% C"-; 'r NIIHTI�,CTCh .r.�Clr.C CLIF. #f101Urf0Af YOM CORPORAVON JUL 19 26 Jk++;a W CF692 I �Ms CLOSING REPORT (RTC Seller Financed Sale of Improved California Commercial Property) ORIGINALS BINDER W Property Address: 501 Main Street, Huntington Beach, CA 92648 Effective Date: March 29, 1994 Closing Date: November 1, 1994 +r+ Seller: CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, F.S.B. Buyer: 501 MAIN, INC., A California Corporation Purchase Price: $820,000.00 Down Payment: $41,000.00 Loan Amount: $779,000.00 LDID No. 940003555 *4 RTCL No. (unknown) REOMS No. 703256505 TABLE OF CONTENTS r" A ITTE SALES CONTRACT AND OTHER RELATED DOCUMENTS 1 Purchase and Sale Agreement, dated as of the Effective Date, together with Seller Financing Addendum. (copy) 2 First Amendment to Purchase and Sale Agreement, dated September 8, 1994; and Second Amendment to Purchase and Sale Agreement, dated October 17, 1994. (unaigmd Copy] 3 Certification by Proposed Purchaser, dated as of Effective Date. ++ 4 Confidentiality Agreement, dated October 27, 1994. CaUomk Suodud Form Ow6g Repon Onq)mved ca,merci1 Ply) Prgm d July 6.1993 id 5 The Closing Instructions, by letter of RTC Outside Counsel, dated October 19, 1994. 6 a. Escrow Amendment/Supplement, dated as of October 28, 1994. lcopyl b. Seller's Separate Instructions, dated as of October 28, 1994. Dopy] r B CLOSING AND SELLER FINANCING iDOMIEN`I S Closing 1 20menls 7 RTC California Grant Deed, [with Joinder] dated as of October 28, 1994, recorded as Document No. 94-0639109, in the Official Records of the County of Orange, Califor- nia. (ropy) 8 Bill of Sale, dated October 28, 1994. ir+ 9 Assignment and Assumption Agreement (Intangible Property), dated October 28, 1994. &11er Fnancing_DocumentS 10 RTC Note (California), with Rider to Note, dated as of October 28, 1994, in the original principal amount of$779,000.00. 11 Assignment and Endorsement of Note and Rider, dated as of October 28, 1994. 12 Deed of Trust, Assignment of Rents and Security Agreement, with Rider to Deed of „0 Trust, dated as of October 28, 1994, recorded as Document No. 94-0639109, in the Official Records of the County of Orange, California. 13 Assignment of Deed of Trust, dated as of October 28, 1994, recorded as Document No. 94-0639110, in the Official Records of the County of Orange, California. 14 RTC Assignment of Leases. Rents, and Profits, with Rider to Assignment, dated as of October 28, 1994, recorded as Document Nos. 94-0639112 and 94-0639113, in the Official Records of the County of Orang., California. l2 origindsl 15 Conditional Assignment of Management Agreement, with Addendum, dated as of October 28, 1994. 16 Environmental Indemnity, dated as of October 28, 1994. 17 Form UCC-1 -Financing Statement, dated as of October 28, 1994, recorded as Document No. 94-0639113, in the Official Records of the County of Orange, California. 18 Real Estate Participation Agreement, dated in October 1994, by and between the Redevelopment Agency of the City of Huntington Beach (CA), as agent-lender, and Charter Service Corporation, a Wholly-Owned Subsidiary of the RTC, as Receiver for w Charter Savings Bank, as participant-lender. lunsignod copy] caffornia sundard FOM mkt Rexort Improved Co-wcW Propeny) Prepared July 6.1993 J 19 Assignment and Transfer of Interests Pursuant to Loan Participation Agreement, dated as of October 28 1994 Filed Financing Statements • 20* [NONE ] Form UCC-1 - Financing Statement, dated as of October 28, 1994, filed with the California Secretary of State on November , 1994, under File No 94- * [To Be supplied When Received] • Escrow AEreements and Post Closing Obligations 21 Capital Improvement Escrow Agreement dated as of October 28 1994 22 Irrevocable Standby Letter of Credit dated as of October 28, 1994, in the amount of $200,000 00, issued by Manufacturer s Bank assuring payment under the Capital Improvement Escrow Agreement [copy] Opinions, Certifications, Confirmations and Affidavits 23 Opinion of Borrower s Counsel dated as of October 31 1994 24 Final Settlement Statement and Confirmation of Wire Transfer [copy] 25 (Revised) Loan Closing Fact Sheet 26 Buyer s/ Guarantor s Certification with Byrd Amendment Certification dated as of October 26 1994 27 Affidavit of Beneficial Owner 28 RTC s Final Loan Approval, with Underwriter's Recommendation, dated as of June 9, 1994 [ fax copy] 29 Letter from Underwriter, dated as of July 7, 1994 approving the business terms and conditions of loan documents 30 Certificate of Buyer Re Representations and Warranties 31 Certificate of Seller Re Representations and Warranties r 32 RTC Affidavit 33 a Certification of Nonforeign Status b Certification by Proposed Purchaser to Comply With 12 CFR Part 1620 c Collection Policy Certification by Proposed Purchaser California Standard Form Closmg Report(Improved Commercwl Property) Prepared July 6 1993 • Title and Property Insurance 34 Preliminary Title Report dated as of March 29 1994 issued by Commonwealth Land Title Insurance Company under Order No 701693 P [copy] • 35 Title Insurer s Confirmation of Title Insurance Requirements, per Letter of RTC Outside Counsel dated as of October 31 1994 36 ALTA Lender s Policy of Title Insurance dated as of November 1, 1994 issued by Commonwealth Land Title Insurance Company under Policy Order No 701693-P, with all applicable endorsements C SELLER AND BUYER AUTHORITY AND ORGANIZATIONAL DOCUMENTS Seller 37* [NONE ] Unanimous Written Consent of Board of Directors of CHARTER SER- VICE CORPORATION * [To Be supplied When Received] Buyer . 38 a Corporate Resolutions [copy] b Officer Incumbency Certificate [copy] D PROPERTY INFORMATION 39 Notices to Tenants [copies] i i Caldorma Standard Form Closmg Report(Improved Commercial Property) Prepared July 6 1993 r► PARTIES 0MLVF°D IN THE TRANSACTION Seller's Parties: w RTC Negotiator: Melinda Magee RTC - California Sales Center 4000 MacArthur Boulevard, 1st Floor Newport Beach, California 92660 Telephone: (714) 263-3506 rr Facsimile: (714) 852-7610 RTC Legal: Kendall Flagg-Kunert, Esq. RESOLUTION TRUST CORPORATION Legal Division 4000 MacArthur Boulevard, Fifth Floor Newport Beach, California 92660 Telephone: (714) 852-4269 Facsimile: (714) 852-7699 Outside Counsel: Quan, Cohen, Kurahashi, Yang, %0 Scholtz& Hirano 777 South Figueroa Street, 38th Floor Los Angeles, California 90017-2513 Attn: Richard P. Yang, Esq. Telephone: (213) 892 7550 Facsimile: (213) 892 7567 wr (if different from RTC Negotiator) Asset Manager: (same) Underwriter: GRAIMARKIMIG Joint Venture One Clearlake Centre, Suite 400 250 Australian Avenue, South West Palm Beath, Florida 33401 Attn: Mercedes C. Morelia, Underwriter Telephone: (407) 820-1336 Facsimile: (407) 820-1337 Loan Servicer: Midland Loan Services 210 West loth Street P.O. Box 419168 Kansas City, MO 64141-6158 Attn: Charles J. Sipple Telephone: (816)435-5011 Facsimile: (816) 435-5016 Listing Broker: (unknown) c tires.SMwI&A Fom cl-ing Rq'ad t cam,..,...w P-PeRr) PrTWV4Iwy 6.1993 T Property Manager Total Property Management Company 18011 Skypark, Suite L Irvine, California 92714 Telephone (714) 261-8282 Facsimile [Unknown] Buyer's Parties Buyer 501 Main, Inc c/o Mr Shaoul J Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, California 90401 Telephone (310) 458-2002 Facsimile (310) 458-2010 Buyer s Attorney Law Offices of Margaret Brewer 4557 Faculty Avenue Long Beach, California 90808 Attn Margaret Brewer, Esq Telephone (310) 429-4062 Facsimile (310) 429-4062 Buyer s Guarantor (none) Insurance Broker (unknown) Third Parties Escrow/Title Company Commonwealth Land Title Company 200 West Santa Ana Boulevard Santa Ana, California 92701 Escrow Officer Bonnie Fish Escrow No 22104 Telephone (714) 835-8511 Facsimile (714) 835-0513 Title Officer Linda Rugg Title Order No 701693-P Telephone (714) 835-8511 Facsimile (714) 835-0513 r r Cahforma Standard Form Cloamg Report(Improved Commercial Property) Prepared July 6 1993 r ! NARRATIVE SUMMARY ! Through this transaction, Seller has sold and Buyer has purchased that certain improved commercial real property located at the address first set forth above and commonly known as "the Town Square Retail Center" (the Property") In closing the purchase and sale of the Property, Seller has provided to Buyer RTC Commercial Seller Financing in the loan amount first set forth above The subject Loan has been participated with the Redevelopment Agency of the City of Huntington ! Beach (California), whereby the Seller Charter Service Corporation, will be acting as the Participant- lender and the Redevelopment Agency as the Agent-lender, who will bear the primary obligations in the areas of loan-servicing and collections (The RTC s designated outside Loan-Servicer, however, will continue to be retained for direct servicing of the Loan ) Appropriate assignment and transfer documentation is in place, by which the Loan, Note and Deed of Trust have been duly endorsed over and assigned to the Agent-lender, pursuant to the terms of the Participation Agreement Buyer has entered into a Capital Improvements Escrow Agreement, under which up to the sum of $200,000 00 will be used to construct tenant improvements in the subject Property Buyer has deposited with Seller a letter of credit in the same sum to fund such Escrow ! Property insurance for this project is carried by the condominium owners association for the overall (and larger) complex Thus, the usual requirements for property-insurance compliance were waived by the RTC Adequate coverage was verified by the local RTC Negotiator/Asset Manager in the California Sales Center Office (Newport Beach) ! CaUorma standard Form Cloamg Report(Improved Commercial Property) Prepared July 6 1993 ' PROPERTY ADDRESS: S01 Main Street, Huntington Beach, California CATALOGUE PROPERTY NUMBER. Prop No 4 REOMS NUMBER: 703256505 ESCT.OW NUMBER: PURCHASE AND SALE AGREEMENT 3JZ��94 This PURCHASE AND SALE AGREEMENT(this"�i "), dated as of the Effective!! ate, is entered into by and betwoen"Seller" and"BuM.* both as defined below. 10 PART Y This Agreement (together with any Addenda and Exhibits hereto) makes reference to the following items that must be eorapleted(or noted as `Not Applicable")prior to execution of this Agreement: A. " 11 a means CHARTER SERVICE CORPORATION, a wholly-owned subsidiary of RESOLUTION TRUST 10 CORPORATION as Receiver for CHARTER SAVINGS BANK, F.S.B. Seller's Address for Notice is: RESOLUTION TRUST CORPORATION r California Office Sales Center 4000 MacArthur Boulevard Newport Beach, California 92660 C-Z w Attn: Section Chief, Commercial Property r C.7 n n with a copy to: RESOLUTION TRUST CORPORATION s�' California Office Legal Division U � 4000 MacArthur Boulevard Newport Beach, California 92650 Attn: Section Chief, Real Estate co cr, B. "Auyc " weans.501 Main Inc, a California corporation. Buyeeg Address for Notice is: e% S ao c&L ioQ with a copy to: Buyer's Tax Identification Number(or Social Security Number)is. ff- y�1494!KJ- C. The Real Property is located at the addrew captioned above and is more particularly deacrt'bed on Exhi it"A'. D. The"Purchase Price" means: Eight Hundred Twenty Thousand Dollars($820,000)and consists of the following- (1) The "fASh ftl*n of the Nrchase•price" ratans as amount equal to: v Forty-One'Ihousand Dollars($41,000). KWHASE AGREEMENT Property Number 4 Prpared M&mh 23,1994 1 r' ('THE CASK PORTION OF THE PURCHASE PRICE MUST EQUAL THE PURCHASE PRICE, AS SET FORTH ABOVE, LESS THE SELLER FINANCING AMOUNT. IF ANY, AS SET FORTH BELOW.] (2) *SdIer Financine" (f applicable) means an amount equal to: Seven Hundred Seventy-Niue Thousand Dollars($779,000). + (THE SELLER FINANCING AMOUNT SET FORTH ABOVE MAY NOT, UNDER ANY CIRCUM- STANCES, EXCEED NINETY-FIVE PERCENT (95%) OF THE PURCHASE PRICE. IF ZERO, THEN STATE -ZERO.- IF SELLER FINANCING IS REQUESTED, BUYER MUST COMPLETE AND EXECUTE THE SELLER FINANCING ADDENDUM (AS PRESENTED IN THE LOAN APPLICATION PACKAGE)AND ATTACH THE SAME AS EXHIBIT"B-TO THIS AGREEMENT.] E. "ptp."" means an amount equal to: Forty-One Thousand Dollars($41,000) (TI E DEPOSIT MUST EQUAL OR EXCEED FIVE PERCENT(5%)OF TIM PURCHASE PRICE;PROVIDED THAT, IN NO EVENT SHALL SUCH DEPOSIT BE LESS THAN TWENTY-FIVE THOUSAND DOLLARS (S25,000.00)OR GREATER THAN ONE MILLION DOLLARS ($1,000,000.00).] F. "Seller's means CUSHMAN & WAIMFTELD OF CALIFORNIA, INC., a Califomia corporation 0 licensed to act as a real estate broker by the State of California. G. -E k r" means Henry Danpour, an individual, licensed to act as arical estate broker by the State of California. H. "Closing Arent"aad" itl man "each mean COhiMOMNTALTH LAND TTTLE COMPANY,a California �+ corporation. The Address for Notice for both Closing Agent and Title Company is 801 North Brand Boulevard, 12th Floor, Glendale, California 91203. I. "Closing Date" means the date set forth in Section 4.3.as applicable. J. "Effective Date" means the date upon which this Agreement is executed by Seller, as evidenced by the insertion of such date below Seller's signature. NOTICE-. BY EXECUTING THIS AGREEMENT,BUYER ACKNOWLEDGES SATISFACTION WTPH ALL ASPECTS OF THE TITLE TO THE rROPERTY, THE CONDMON OF THE "PROPERTY" (AS DEFINED BELOW), TEE SMA13UM OF THE PROPERTY FOR M INTENDED USE BY BUYER AND ALL OTHER MATTERS CONCERNING OR AFFECTING THE PROPERTY TO ANY EX17EN T OR DEGREE. Pt7F.Ct{ASE AGREEMENT Propecty Number 4 Preraced Much 23.1994 2 r' PART II ARTICLE 1. rURCIIASE AND SALE. Seller agrees to sell and convey to Buyer and Buyer agrees to purchase and acquire from Seiler, under the terms and conditions set forth in this Agreement, all right, title and interest of Seller in and to all the following items of real and personal property (collectively,the"Emperie): (a) The real property described in Part I sad any improvements situated on such real property, together with any and all easements, covenants and other rights appurtenant to such real property (collectively, the "B1 Porte)' (b) All furniture, furnishings, fixtures, equipment and other tangible personal property presently affixed to and/or located at the Real Property and used in connection with Seller's mariagerment,operation or repair of the Real Property,or replacements of those items permitted under this Agreement(collectively,the"�'an�ible e„r�QnntY"); and ' (c) The following intangibles, to the extent owned and transferable by Seller (collectively, the " ntar+ i 1 PersonaW): (i)any and all any and all leases,subleases, tenancies,licenses and other tights of occupancy or use of or for any portion of the Real Property or the Tangible Personalty (gcluding all amendments, renewals and extensions ihereof),in effect as of the Closing(collectively,the"Uases");(ii)any and all eontruts and agreements of any kind for the management, repair or operation of the Property (other than the Leases) in effect as of the Closing(collectively,the"Contracts"); (iii)any and all refundabie tenant security deposits(and required interest thereen,if any)in Seller's actual possession with aspect to the Leases and/or Contracts as of the Closing;(tv)any go and all licenses, permits, authorixaCons,certificates of occupancy and other approvals that are is effect as-of the , Closing and necessary for the current use end operation of the Property.(collectively,the"Permits"); (iv)any and all warranties, telephone exchange numbers, parking and security access codes and devices, architectsral or engineering plans and specifications,development rights that exist as of the Closing and relate to the Real Property or the Tangible Personalty;and(v)any and all rights to the name of the improvements upon the Real Property,but subject to any restrictions on the use of trado names, common names, fictitious business names and trademarks L4 under applicable law. ARTICLE 2. PURCHASE ERICE. The Purchase Price is, and shall be, the amount set forth in Part L AP.TICLE 3. Ep_POSIT. 3.l. Simultaneously with delivery by Buyer of three(3)completed and executed originals of this Agreement to Seller, Buyer shall tender the Deposit. Following Seller's execution of such originals.Seiler shall tender all such originals and the Deposit to posing Agent to be held in eacraw in a000rdanoe with the terms of this Agreement. The Deposit shall be in the form of a cashices check made payable to the order of Closing Agrmt. Until the originals and the Deposit arc tendered to Closing Agent,Seller shall have the right,power and authority to change or redesignate the Closing Agent within Seller's sole and absolute discretion. 3.2. Closing Agent shall promptly deposit the Deposit in a federally insured,interest-bearing escrow acoounL reasonably satisfactory to Seller(the"F.sp ow Acorn A"). 3be interest soaring dietum albs//be put of the Deposit,and all mferecoea in this Agmement to the Deposit shall include such accrued interest. To permit the opening of&a tatered4mring aococis%4 W Bayer has set forth Buyer's federal tart identification number or social security number(as applicable)in Part I. ARTICLE 4. PAYMEI_NI'OF PURCHASE ERICE: CLOSM DATE: SELLER FINANCING. 4.1. rEyMt of Purchase Edco. Tile Purchase Price shall be paid at'Closing' (as defined below), as follows: ~ (a) The Deposit shall be credited against the Cash Portion of the Purchase Price; tvROWE AGRE OIrr Property Number 4 Prepsmd Mumh 23.1994 3 w (b) Buyer shall deliver to Closing Agent.one(1)foil business day prior to the Closing Date, the remaining balance of the Cash Portion of the Purchase Price, subject to ell adjustments,credits and proration, by either(i) certified check or cashier's check made payable to the order of Closing Agent,(ii)wire transfer of current federal funds received and audited to the Escrow Account or(Lii)other immediately available funds; (c) Buyer shall deliver to Closing Agent all other amounts payable by Buyer and necessary to close the purchase and sale contemplated by this Agreement. (d) if Buyer is approved for Seller Financing. then, at Closing. Buyer shall execute and deliver to Closing Agent the 'Loan Documents' as defined in the Seller Financing Addendum, attached hereto as l�xhibit'g". For the purposes of this Agreement, the"Closing" memo the recordation.of the deed or other conveyancing instrument in the Official Records of the county in which the Property is situated. 4.2. Deemed 'All Cash For all purposes of this Agreement, the purchase and sale shall be deemed an 'all cash' purchase and sale,unless(a) Buyer has properly requested Seller Financing by indicating a positive dollar amount for Seller Finrncing in Part T;(b)Buyer has fully,truthfully and accurately completed and has executed the Seiler Financing Addendum and attached the same hereto as Exhit (c)Buyer has fully.truthfully and accurately completed and has executed and 40 delivered the Loan Application. within the time prescribed by Fxhibit "B" and the Bid Terms; (d) Buyer has faithfully complied with the lterms of this Agreement and the Seller Financing Addendum, including without limitation,providing to ti Sells and Seller's underwriter any and all further or additional documents. material ai41aformation reasonably requested and cooperating in good faith with the'Underwriting Process.' as defined in Exhibit"B". In addition,for all purposes of this Agreement, if Buyer is approved for Seller Financing, but fails to execute or deliver the Loan Documents, theta the transaction contemplated by this Agreement shall also be deemed and considered 'all cash.' Buyer acknowledges that the 00 form of all basic Loan Documents have been disclosed t,Buyer through the'Property Information Materials,' (as defined Wow) specifically the Loan Application Package. In either such event. the Cash Portion of the Purchase Price(less the Deposit)shall be, and shall be increased to, the full Purchase Price,notwithstanding any other provision of this Agreement to 6e contrary. 4.3. Closing Date. The Closing shall occur on the following date, as applicable: (a) IN THE EVENT OF AN'ALL CASH"SALE,the date not more than sixty(60)calendar days following the Effective Date; (b) IF BUYER HAS APPLIED FOR SELLER FINANC 110 OF THE SALE AND SELLER HAS GRANTED FINAL LOAN APPROVAL,then the date not more than thirty(30)calendar days following the data of final loan approval by Seller's Underwriting Review Authority;provided that Seller shall provide 'Notice' (as defined in Article 21)of such date to both Buyer and Closing Agent. (c) W BUYER HAS APPLIED FOR SELLER FINANCING OF THE SALE.BUT SELLER HAS DENIED FINAL LOAN APPROVAL,then Buyer snail close on an'all cash'basis on the date not more than Forty-five(45) calendar days following the date of loan disapproval, unless the conditions to Buyer's exercise of Buyer's jj1 Termination Right have been met and Buyer has properly exercised such Termination Right,all in accord&=with Section 11.1;provided that Seller shall provide Notice of the date of such loam disapproval to Buyer and nosing Agent:. If Buyer is unable to exercise the Terininatim Right or does not wish to exercise W&right,thew,without in,any way limitiaa the requit-r- t to dow'all ash' set forth berets,Buyer"provide Notice,to both Seller and Closing Agent,confirming Buyer's obligation to dose on such basis and within the time set forth herein.no later than five(5)business days following the Notice of loan disapproval. w Notwithstanding the foregoing,Seller shall have the unilateral right to extend the Closing Date(however calculated)for two (2) thirty (30) day periods, each separately exercisable. by Notice to Buyer and the Closing Agent. The parties may otherwise extend or advance the Closing Data by mutual written agrevnent. Seller does not and will not make any rgmsentation or warranty concerning the prospective approval or disapproval of Buyer's request for Seller Financing of the We; the determination whether to approve or disapprove such request is a matter within the sole and absolute discretion of Seller. PUROWE AGREEMENT ftVcfty Fumber 4 "amd Muth 23.1"4 4 er ARTICLE 5. PROPERTY INFORM' ION MA RTALS. Buyer acknowledges that, prior to Buyer's execution of this Agreement. Seller, Seller's Broker and Resolution Trust Corporation have made available and delivered to Buyer the following property information.as supplemented or revised, from time to time:(a)a Property Informatioa Book(containing basic information about the Property).(b)a Loan Application Pae:3ctge for RTC Commercial Seller Financing(containing the loan application and the basic form Documents?end (c)tLe asset files for the Property(collectively,"PropC[ft Tnformatign b ateriak"). Buyer acknowledges that Buyer has reviewed all such Property Information Materials prior to execution of this Agreement. BUYER FURTHER ACKNOWLEDGES TIIAT THE PROPERTY V6ORMATION MATERIALS MAY HAVE BEEN PREPARED BY PARTIES OTHER THAN SELLER;THAT SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO TILE COMPLETEMM, CONTENT OR + ACCURACY OF THE PROPERTY INFORMATION MATERIALS, AS CORRECTED AND SUPPLEMENTED. FROM TIME TO TIME; AND THAT BUYER HAS HAD THE OPPORTUNITY TO VERIFY THE PROPERTY LNF'ORMATION MATERIALS INDEPENDENTLY. BUYER SPECIFICALLY RELEASES SELLER AND SELLER'S EMPLOYEES, OMCERS, DIRECTORS, PARTNERS, PRINCIPALS, AGENTS, INDEPENDENT CONTRACTORS, CONSULTANTS, ATTORNEYS AND ACCOUNTANTS OF, OR RETAINED BY SELLER, ("SELLER'S REPRESENTATIVES") FROM ALL CLAIMS. DEMANDS, CAUSES OF ACTION. JUDGMENTS, r LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES Vti'fII"TILER SUIT IS INSTITUTED OR NOT), WIWTHER KNOWN OR UNIQNOWN,, LIQUIDATED OR CONTINGENT (EACH,A"9AW)ASSERTED AGAINST OR INCURRED BY BUYER BYRWON OF THE INFORMATION conAINED IN, OR THAT sHouLD HAVE BEEN C0:'YTAINED IN, THE PROPERTY INFORI4imw MATERIALS; PROVIDED HOWEVER,THE FOREGOING RELEASE SHALL NOT APPLY TO ANY CLAIMS RESULTING FROM ANY INTENTIONAL MISSTATEMENTS OR WILLFUL MISCONDUCT ON TILE PART OF u► SELLER. ARTICLE 6. Ir. 6.I. Seller shall convey insurable title.to the Property to Buyer at Closing subject only to Permitted Encumbrances. "jirntitted Encumbrances" means any and all the following items: (a) matters disclosed by the Property Information N.+ Materials,including without limitation,all matters of public record,as of the effective date of the Preliminary Title Report, appearing in the Property Information Materials(excepting those matters constituting'Title Defects.'as defined below);(b) meters which would be revealed by a physical inspection,or s complete and accurate survey, of the Property as of the . effective date of the date of Buyer's execution of this Agreement; (c)rights-of-way and easements which do not materially interfere with the existing use of the Property; (d)zoning and other governmental restrictions;(e) matters common to any plat or subdivision in which the Property is located;(Q liens for aondelinquent taxes,assessments and other public charges; ar (g)all standard exclusions and printed exceptions set forth in a standard form of CLTA Owner's Policy of Title Insurance; (h)rights of parties in possession;and(i)if applicable.the Loac Documents or any security instrument securing a third party lecdees loatr. Vpoa closing. Seller, st Seller's sole cost mad expense. shall deliver to Buyer a CLTA Ownees Policy of Title Insurance(or at Buyer's option.an ALTA Owner's Policy of Title Insurance subject to the provisions of Section 13.1) isrwd by'Title Company and showing exception only for the Permitted Encumbrances. - rr 6. . Notwitistaading any provision of this Agreement to the contrary,in no event slratl Seller be required to remove. satisfy,or insure around any Title Defoct,,but in no event shall Buyer be required to saoept title sulrjed to any Title Defect. Fcr the purposes of this Agreement,a'�kfecl"shall man end include each of the following items:notice of judgment, notice of lis pendens,deed of trust or mortgage(other than the Loan Documents or any security instrument securing a third party kaWs loam), mechanics' and materialme's lien. any delinquent real property or other delinquent tax lien or art encumbering the Property. If Seller is unable to deliver such Policy, on or before the Closing Date (as r"+ appropriately calculated and attended),then Sella may terminate this Agreement and cancel the Escrow Account by Notice to Buyer and Closing Agent;and upon cancellation of the brow Account,the entire Degoeit shall be released sad paid to Buyer's order. 6.3. If a CLTA Owner's Policy of Title Insurance is used.then,notwithstanding any provision of this Agreement.Seller need not have any exception for unrecorded mechanic's liens removed from such policy, v PURCHASE•AGREZWENr Property Number4 Prepared Match 23.1"4 5 w ARTICLE 7. INSPECI70NS. 7.I. BUYER ACKNOWLEDGES THAT PRIOR TO BUYER'S EXECUTION OFTHIS AGREEMENT,BUYER AND BUYER'S REPRF.SEWATIVES HAVE, TO THEIR COMPLETE SATISFACTION, (A) INSPECTED, REVIEWED AND APPROVED THE PROPERTY INFORMATION MATERIALS; AND (B) CONDUCTED PHYSICAL TESTS, MPECTIONS AND OTHER INVESTIGATIONS, AND PREPARED REPORTS OF SUCII INVESTIGATIONS, WITH RESPECT TO THE PROPERTY WIE "INSPEC•TION MMU-M). "BMM'S RFMESENTATIVFS"ARE ANYEMPLOYEES,OFFICERS,DIRECTORS,PARTNERS,PRINCIPALS,AGENTS, INDEPENDENT CONTRACTORS, CONSULTANTS, ATTORNEYS AND ACCOUNTANTS OF, OR RETAINED BY, BUYER WITH RESPECT TO THE PROPERTY. REVIEWING THE PROPERTY INFORMATION MATERIALS, CONDUCTING AND PREPARING TIIE INSPECTION STUDIES OR PROVIDING DEBT OR EQUITY FINANCING. AS A RESULT OF THE INSPECTION STUDIES,BUYER ACKNOWLEDGES BUYER'S COMPLETE SATISFACTION WITH ALL ASPECTS OF TILE CONDITION OF TITLE,INCLUDING WITHOUT LrMATION,THE MARKETABILITY OF TITLE TO THE PROPERTY(SUBJECT TO TIIE PROVISIONS OF ARTICLE 6),THE PHYSICAL CONDITION OFTHE PROPERTY,AND ANY INCOME GENERATED BY,FROM OF.THROUGH THE PROPERTY,THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE, ANZ ANY AND ALL LEASES,CONTRACTS AND PERMITS AND ALL OTHER MATTERS CONCERNING OR AFFECTING THE PROPERTY TO ANY DEGREE OR EXTENT. _ BUYERS�MIALS r SELLER'S INITIALS AS TO SECTION 7.1 AS TO SECTION 7.1 7.2. Buyer shall defend, indemnify and hold harmless Seller and Sellers's Representatives from and against aay and all Claims asserted against or incurred by Seller as a result of the conduct of Inspection St--dies,including any injury to or death of persons, or damage'to or Ioss of property,caused by Buyer or Buyer's Representatives in connection with the conduct of Inspection Studies. Without in any way limiting the foregoing indemnity.Buyer hereby represents and warrants that(a) neither Buyer nor any Buyer's Representative has entered onto the Property without being accompanied by a representative of Seller or Seller's Broker physically present throughout such entry; (b)neither Buyer nor any Buyer's Representative his performed or conducted any invasive testing at the Property,unless Buyer has first entered into a License to Enter Upon Property and Investigations Agreement(the• %in fang and substance satisfactory to Seller,and(c)Buyer and(to the best of Buyer's knowledge)any and all Buyer's Representatives have complied with the terms of such Access Agreement. 7.3. Buyer shall promptly deliver to Seller, at no cost or expense to Seller. copies of any and all environmental information Buyer has obtained.or hereafter obtains.with respect to the Property. If this Agreement shall be terminated in accordance with its terms.then Buyer shall promptly deliver to Seller.at no cost or expense to Seller.copies of any and all Inspection Studies obtained by Buyer. ARMCLE S. CONFIDENTIAIXIT AG In connection with Buyer's miew of the Property Information Materials, Buyer has executed and delivered to Seiler a Confidentiality Agreement. in form provided by Seller. The Confidentiality Agreement is incorporated hernia by this r efereow.as if fully set forth herain.and is a part of this Agreement for all purposes. Buyer hereby represents and warrants thrt Buyer and(to the best of Buyer's lmowledge)any and all Buyer's Representatives have complied with the terms of the Confidentiality Agreement. ARTICLE 9. REPPMENTATIONS AND WARRANTIES. low 9.1. Seller'sYepresentatims and W�ies. Seller represents and warrants to Buyer that, as of the Effective Date. (a)each person executing this Agreement on behalf of Seller is duly authorized to do so. (b) Seiler has full right and authority to enter into this Agreement and to consummate the transaction contemplated by this Agreement, and (c) this Agreement constitutes the valid and legally binding obligation of Seller and is enforceable against Sella in accordance with its terms, subject to applicable law. y PLItCHASE AGREEMENT Pnyerty Number 4 PtVamd t-tuth 23.1994 ti J 9.2. Buyer's Representations and Warranties. Buyer represents and warrants to Seller that the following are true, accu-ate and complete as of the Effective Date: (a) Orzaniratiort. If Buyer is a corporation or partmemliip,Buyer is duly organized, validly existing and in good standing under the laws of the state in which it was organized and is qualified to do business in the jurisdiction in which the property is located. r (b) Authori . Each person executing this Agreement on behalf of Buyer is duly authorized to do so. Buyer has full right and authority to enter into this Agreement and to consumrnate the transaction described in this Agreement. This Agreement constitutes the valid and legally binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, subject to applicable law. Neither the execution or delivery of this Agreement nor the performance of Buyer's obligations under this Agreement violates,or will violate,any contract or agreement No to which Buyer is a party or by which Buyer is otherwise bound. (c) jJ60flon. There arc no Claims, actions,suits,or other proceedings(collectively," i i a i n")pending or, to the best of Buyer's knowledge,contemplated or threatened against Buyer which could affect Buyer's ability to perform Buyer's obligations,as and when required by this Agreement. wt+ (d) Finftncial .AbilAy. Buyer has sufficient funds available to fund the payment of the Cash Portion of the Purchase Price at Closing. ARTICLE 10. CONDITION OF PROPERTY: DISCLAIMER: RELEASE OF CLATMS. 10.1. THE PROPERTY IS BEING SOLD"AS IS", 'WHERE IS", AND"WTTIi ALL FAULTS" AS OF CLOSING, +O WITHOUTANY REPRESENTATION OR WARRANTY WHATSOEVER tS TO ITS CONDITION,FITNESS FOR ANY PARTICULAR PURPOSE,MARKETABILITY OR ANY OTHER WARRANTY,EXPRESS OR IMPLIED,EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESI~NT. EXPRESS OR IMPLIED. CONCERNING THE PROPERTY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT BUYER IS PURCHASING THE PROPERTY BASED SOLELY ON BUYER'S OWN fto INDEPENDENTIIYVESTIGATIONS AND FINDINGSAND NOT LYUUANCEONANYINFORMATIONPROVIDED BY SELLER OR SELLER'S AGENTS OR CONTRACTORS. SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTY OR ANY PART THEREOF. 10.2. Seller's 12isclaimers. With regard to cacti Property,neither Seller's Broker nor Sella has made,does make, and will make,and each hereby disclaims,any reprmatation or warranty,whether express. implied or statutory,whether oral or written,with respect to the Property.including without limitation: (a)the accuracy or completeness of any due diligence materials and other information furnished by Seller andfor Seller's Broker;(b)the value of the Property or the price at which any Buyer might resell the Property (regardless of any sesave, minimum bid price or prior listing price set for inch Property): (c) the value, physical condition, good repair. condition of title, habitability, teaantebility. suitability, m ehantability, development potential or fitness for a particular use or purpose of the Property; (d) the value, physical condition,operability,condition of tide,ownership,suitability,merchantability,or fitem for a particular purpose of any w+ far raiture,futures,equipment,appliances Or other items of tangible personal ps nmty located at or on the PropeRy;(e)the arm, sham sin, configuration, location. capacity, square footage, acreage, dimes ons, or floor plans of the Property; (f)the soils condition,topography,geology,drainage of the Property;(g)the existence of any flood plain,floodway,flood hemud area,special studies zone,seismic safety zone,or geological fault affecting the Property;(h)any easement,right-of- way,lease, possession,lien,encumbrance, Iiemse,reservation,condition,covenant or restriction benefiting,burdening or otherwise affecting the Property;(;)the availability of utilities to the Property or the access to the Property by public road w. or otherwise;(j)the nature or quality of any materials,labor,workmanship,construction,design,engineering or composition of any improvements affixed to the Property; (k)the revenues, income, profits, ruts, expenses, security deposits ar cash flow of the Property;(I)the enviroamxntol condition(including without limitation,the presence or absence of any asbe sws, lead based paint or any hazardous substance) affecting the Property; (m) any lave, statute. regulation, rule, ordinance, regulation,decm. or court order(including without limitation,any zoning law or ordinance) affecting the Property.and (n)the existence,validity,enforceability,assignability or assumability of any franchise agreements, operating agreements, or similar agreements.or any licenses for the service of food or alcoholic beverage affecting the Property or operation of the Froperty. FURCU SEAGREEME r 1'roperty Number hcpsmd 161asch 23.1994 7 + 10.3. )3 yees Acknowledgments. By submitting its Bid and executing the Purchase Agreement, Buyer acknowledges the follo'rring'(a)neither Seiler,nor Seller's Broker her made, does make or will nuke any representation or warranty of any land whatsoever, whether implied, express or statutory,whether oral or written, regarding the Property; and Seller and Seller's Broker have disclaimed any and all such representations and warranties; and Buyer is not relying upon any such representation or warranty;(b)Seiler may have acquired the Property through foreclosure,or doed in lieu thereof,or similar realization upon a lien and/or security interest in such Property;(c)Seller may not have occupied the Property and may not + have inspected such Property,due to the nature of Seller's acquisition of the Property,and such Property=ay contain defects unknown to Seller, (d)regardless of a provision in any Lease regarding a security deposit.Seller may not be in possession or roceipt of any such security deposi4 due to the nature of Seller's acquisition of the Property; (e) Buyer bears the sole responsibility to inspect the Property,review the due diligence materials, asset files and all:other information disclosed by Sells and/or Seller's Broker. (f)if the Property is a multi-family residential property built prior to 1978,then the Property may contain lead based paint,this condition should be investigated by Duyer prior to the Bid Date and Seller may be required ko by policy of the Resolution Trust Corporation and/or local law to disclose this condition to tenants in the Property;(g)Buyer is assuming all risks concerning resale of the Property and the proceeds and costs of/any such resale; and(h)if the Property is a multi-family residential property. then there may be litigation concerning the possession of portions of such Property by former tenants and Buyer may be required to take title subject to such litigation and possession. 10.4. Reimse. Without limiting the provisions of Article 10, Buyer hereby releases Seller from any and all Claims ri (wh ether 1nowa or unknown,and whether contingent or liquidated)arising from or related to(a)any construction defects, errors or omissions in the design or construction of the Property. (b) any requirements imposed by the Americans with Disabilities Act --Title 11l ('ADA•) and any and all regulations promulgated tltereVEder. and (c) any other conditions r ('including, but not limited to, environmental conditions) affecting the Property. The release set forth in this Section specifically includes any Claims under any Environmental Laws. "EnviMnMental JwI" includes the Resource Conservation and Recovery Act(42 U.S.C.6901.It jM.),the Comprehensive Environmental Respoase, Compensation and w/ Inability Act of 1980, as amended by the Superfunc.Amendments and Reauthorization Act(42 U.S.C. 9601,et ee_q.). and the Clean Air Act(42 U.S.C. 4701,et gam.),as any of the same may be auneadcd from time to time, and any comparable or Eucxrssor provisions of federal, state or local law, and any regulations,orders, rules, procedures, guidelines and the lake promulgated in connection therewith. ARTICLE 11. BUYER'S TERMINATION RjGTjL-S SELLER'S CONDITIONS TOCLzOSING. 11.1. Buyer'_s_Termination Right. If Buyer has requested Seller Financing of the sale. but Seller has denied final loan approval, then Buyer shall have the option and right to terminate this Agreement and cancel the Escrow Account (the "X&nirnstion Righ 1), in the manner and on the conditions set forth in this Section. Before Buyer may exercise the Termination Right,the following events must have occurred: wa+ (a) Buyer shall have properly requested Seller Financing by indicating a dollar amount for Seller Financing in Part 1; (b) Buyer shall have fully.truthfully and accurately completed and executed the Seller Financing Addendum and attached the same hereto as M it"_M %0 (c) Buyer shall have My, iruthtully and accurately completed and executed and delivered the Loan Application,within the time prescribed by Exhibit'B'_a&1 the Bid Terms; (d) Buyer shall have faithfully complied,within the specified time period,with the Was:of this Agreement and the Seller Financing Addendum,including witbout limitation,providing to Seller and Seller's underwriter any and all further or additional documents.material and information reasonably requested and cooperating in good faith wr with the 'Underwriting Process ' as defined is ExWeki "8": (e) Buyer shall riot have committed any fraud or intentional misrepresentation in the Loan Application or in the Underwriting Process, or under this Agreement or the Seller Financing Addendum;and (f) Seller shall have delivered Notice to Buyer and Closing Agent denying final lout approval to Buyer's request for Seller Financing. PURCttASE AGREEMENT Property Number 4 Prepared March 23,1994 8 ru► 10 If any condition(a) through(d) fails, then the sale shall be deemed and considered "all cash" pursuant to Section 4.L' If condition (e) fails, then such failure shall be considered a default of Buyer under this Agreement, entitling Seller to all remedies under the Section 14.1. If all such conditions are met, Buyer may exercise such Termination Right only by providing Notice of such exercise to both Seller and Closing Agent no Iater than rive(S)calendar days following Notice denying loan approval . as described in Section 4.3. Within five(S)calendar days after receipt of Notice exercising such Temination Right,Seller may object to such exercise by Notice,stating with specificity which conditions to exercise have we not toes fulfilled or waived. If such objection is made then Buyer must close "all cash" pursuant to Section 4.2. If such objection is not made then this Agreement shall be terminated. Notwithstanding any provision of this Agreement to the contrary.the exercise of the Termination Right,without objection of Seller,shall be deemed and considered an irrevocable instruction to posing Agent to O) cancel the Escrow Account. (ii) release from the Deposit the sum of Twenty-Five Thousand Dollars($25.000.00)payable to Seller's order and(tit)release any remaining balance of the Deposit to Buyer's order. The release of the Twenty-Five Thousand Dollars (SU,000.00) is consideration for Seller granting Buyer the Termination Right and Buyer's exercise thereof. The payment to Seller shall be deemed earned upon release. Both Buyer and Seller covenant and agree to provide further assurances to the appropriate release of the Deposit,pursuant to this Section, including executing such further documents and instructions as Closing Agent may reasonably require. Notwithstanding Lay other provision of this Agreement to the contrary. the approval of Buyer's request for Seller Financing is not.and shall not be,a condition precedent to Buyer's obligations under Article 12 of this Agreement.The Termination Right is in the nature of a contractual right or option and may be exercised only under the conditions set forth herein and must be exercised strictly 60 in accordance with the terms of this Section. z r: 11.2. Conditions Benefittinz Seller. The obligations of Seller under Article 12 are subject to the satisfaction or waiver. as of the Closing Date, of each of the following conditions: 'M (a) There shall no:be pending any litigation of the type described in Section 9.2(c)arising after the Effective Date. (b) Seiler shall have obtained a release of the option to purchase encumbering the Property or the consent to sale of the Property under the terms hereof from the holder of such option or right to consent. +r+ If a.7y condition set forth In this Section is not satisfied or waived,as of the Closing Date. them Seller shall have the right, exec-cisable only by giving Notice to Buyer and Closing Agent, to terminate this Agreement. If Seller duly exercises that rigtit,then Closing Agent its hereby lnstaucted to return the Deposit to Buyer in accordance with Exbib�.". Buyer shall give Seller prompt and detailed Notice of any circumstance, actual or threatened,that tnay prevent the satisfaction of any of the conditions tot forth in this Section. �+ ARTICLE 12. CLOSING: DELIVERiFS AT CLOSING. • 111. The Closing shall take place no later than 8:00 am. Pacific Time(whether standard or daylight,as applicable)on the Qosing Date, unless Buyer and Seller have otherwise mutually agreed to a special recording. 12.2. One(1)full business day prior to the Closing Date,Seller slunll deliver to Closing Agent the following items(duly a+ and My executed,and acknowledged or notarized,as appropriate): (a).. A grant deed(the"P99d7, in substantially the form presented in the Bid Package for the Property; (b) A bill of safe(the• ill t' 1 "),in substantially the form presented in the Bid Package for the Property; %0 (c) An Assignment and Assumption Agreement(Intangible Property)(the' ' omen "). in substantially the form presented in the'Sid Package for the Property; (d) A certificate by Seller stewing Seller's representations and warranties contained in Article 9 as true and accurate at, and as of, the Closing; and 12.3. One(1)full business day prior to the Closing Date.Buyer shall deliver to Closing Agent the following items(duly in fully executed, and acknowledged or notarized, as appropriate): PURCHASE AGREEMENT Property Number 4 Prvs red Mamh 23.1994 9 (a) Written instructions to Closing Agent to release the Deposit for disbursement to Seller. (b) The balance of the Cash Portion of the Purchase Price and all other amounts payable by Buyer and necessary to close the purchase and sale, (c) The Deed; (d) The Assignment and Assumption Agreement; (e) All Loan Documents if Buyerhas requested Seller Financing and Seller has approved such Seller Financing; (0 A certificate by Buyer renewing Buyer's representatioas and warranties contained in Article 9 as true and accurate at, and as of, the Closing Date; and (g) If Buyer is a corporation,a corporate resolution or unanimous written consent,certified by the corporate secretary and in incumbency,certificate,evidencing Buyer's capacity and authority to consummate Closing,and a certified copy of Buyer's articles of incorporation and bylaws including any and all amendments thereto; and, in all instances all other documents reasonably requested by Title Company, Closing Agent or Seller, (h) If Buyer is it partnership,a partnership resolution evidencing Buyer's capacity and authority to consummate Closing,and a certified copy of any filed certificate of Limited Partnership,anFi recorded Statement of Partnership and the partnership agreement, including any and all amendments thereto;and, in all instances tll other documents reasonably requested by Title Company, Closing Agent or Seller, 12.4. At Closing,both parties shall duty execute and deliver all other documents reasonably necessary or appropriate to consummate the transaction contemplated by this Agreement. including an estimated settle meat statement setting forth the charges, proration, adjustments and credits to each party. At Closing, Closing Agent shall record, among all of the appropriate public records, all documents to be recorded, disburse all funds, and deliver all original documents and copies thereof,in accordance with the(losing Instructions executed by the parties and with the local custom then prevailing in the jurisdictiea in which posing occurs; provided, however, that disbursement of the funds due Seller shall be made no later than one(1)full business day following the recordation of the Deed. 12.5. Following Closing, Seller shall tender to Buyer (a) possession of the Property free and clear of all parties in possession,except under the Permitted Encumbrances,(b)all codes for the security and socess devices(if Ray)of Seller upon the Property,(c) all keys is Seller's possession to the Property.(d)copies of all books and records in Seller's possession necessary for the orderly transition of operation of the property,and(e)all Leases, Contracts,Permits and other documents constituting or evidencing the Intangible Personalty. 12.6. If Seller F'maacing is requested by Buyer and approved by Seller,but a reduction to the Purchase Price is agreed to and trade under the terns of this Agreement,for any reason.then arch reduction ahahl be applied pro nta against the Cash Pcrtion of the Purchase Price and the amount of Seller Financing. °1r ARTICLE 13. COSTS, TAXES AMP ADJUSTMENTS. 13.1. C< nr Costs. The closing coats shill be allocatead be%vm the parties in rho following manner. (a) At Closing,Buyer shall pay the following dosing coats: (a)Buyer's attorneys'fees and costs;(b)ono-half (1.7) of the contractual fees and costs due to the posing Agent for setvioes readered as escrow agent; (c) any and all e1' recording charges, filing fees, other axles and transfer fees and taxes, excepting only documentary transfer taut; (d) all premiums and charges relating to the issuance of any eudorsemerits to the CLTA Owner's Policy of Title Insurance or any a3ditional premium related to issuance of an ALTA(in place of such CLTA)Owner's Policy of Title Insurance and(e)any costs of financing the purchase of Property,whe dw provided by a third patty leader or Seller,including without Umitatioc6 Settees or such other leader's attorneys` fees and costs directly related to such fraar4ag. and all premiums and charges Hating to the issuance of the Mortgagee's Policy of Title Insurance cad of any endorarcuse is thereto; v T RCri/t.SE AaMEMEW Property Number4 Prep"March 23.1994 10 b (b) At posing,Seller shall pay the following closing costs:(g)ail Seller's attorneys'fees and costs(other than, those described in Section 13.1(e));(h)one-half(IR)of the contractual foes and costs due to the Closing Agent for services rendered as escrow agent; (j)the documentary transfer tax charged upon the recordation of the Deed or other conveyancing instrument; and (j) all premiums and charges relating to the issuance of the CLTA Owner's Policy of Title Insurance (excepting those described in Section 13.1(d))and all title examination costs relating to the issuance of the Title Report, ✓ 13.2. rrorations and d'ustments. Subject to the following provisions,all items of income and expense relating to the Property shall be apportioned between Buyer and Seller on an accrual basis,as of 12.01 a.m. (loaf time at the Property), on the actual date of the Closing(the"Adjustment Tung"), in the form of a cash payment by,or credit to,Buyer(as the cast may be)at Closing: (a) TAxes. Real estate taxes and assessments,personal property taxes,water andlor sewer charges which are not based upon consumption, and other goven n;ental charges based upon the Property Uer re ("TM") "I be adjusted and apportioned as of the Adjustment Time. If the exact amount of Taxes for the year in which the Closing occurs is not known at the Closing,the proration of Taxes for such year shall be based on the prior year's Taxes and shall be conclusive,with no subsequent adjustment. (i) Notwithstanding any other provision of this Agreement to the contrary, following the Closing of the sale of the Property pursuant to this Agreement, Seller shall retain all rights Seller may currently have to seek • appeal, protest and refund of Taxes, paid to any govemmental authorityion or before the Closing, based upon Seller's ownership of the tr Property. Seller may seek such appeal,protest and vMmd,or refrain from such actions, within Seller's sole and absolute discretion. Sevier shall not be required to share any potion of any such refund, and Buyer shall not be entitled to share in any portion of such refund, unless such refund covers payments for a tax period prorated pursuant to Section 13.2(a). In such latter event, such refund shall be prorated and all=ted w+ between Seller and Buyer as of the Adjustment Time and,within a reasonable time following receipt of such refund. Seller shall pay over to Buyer the portion of such refund allocated and prorated to Buyer's credit and account. If Buyer seeks and receives a refund, based upon payments made by Buyer for a tax period prorated pursuant to Section 13.2(a), then such refund shall be prorated and allocated between.Seller and Buyer as of the Adjustment Time and,within a reasonable time following receipt of such refund allocated and prorated to Seller's credit and account. w (b) Utility Accounts. Buyer shall transfer all utility accounts and establish all utility services to the Property in the name of Buyer as of the Adjustment Time to asst:re uninterrupted service to the Property. Seller shall . cooperate with Buyer in this regard, with all actual, reasonable, outof-pocket expenses, incurred by Seller,to be borne and/or reimbursed by Buyer. All utility deposits shall be refunded to Seller. +r+ (c) Vontracts. IF THERE ARE CONI'RAC'TS AFFECTING THE OWNERSHIP OR MANAGEMENT OF THE PROPERTY. then Buyer shalt assume any and all Contracts not terminable upon thirty(30) days or less notice,pummant to the Assignment and Assumption Agreement. Buyer shall have the option to assume any Contract terminable upon thirty (30) or less days notice, pura=t to the Assignment and Assumption Agreement, by t . delivering Notion to Seller at least thirty(30)calendar days prior to Closing. If Buyer faits to deliver such Notice with r+espoct to any Contract, dun Buyer shall be deemed to have elected to asstrme xrh 000tract;and Seiler shall W+ assign and Buyer shall assume owh servioa contract,pursuant to the Assignment sad Assumption Agreemet&L Fees and ehamm under any Coatract assumed by Buyer shall be prorated and adjusted as of the AdjustmentTtme. Sella shall snot, without the prior cocseat of Buyer in each inetaace(such cons at not to be=reasonably withheld or delayed), enter into any Contract,unless such Contracts love terms that expire prior to Closing or are terminable on not t oore than thirty(30)days notice. w (d) Emplo ers. IF PERSONS ARE EMPLOYED AT THIS PROPERTY DIRECTLY BY SELLER, then Buyer shall not be liable for any salaries,wages,welfare or pension fund contributions.social security payments, withholding tax payments.bonuses,vacation pay,or other monetary benefits or compensation that shall have been earned or accrued prior to the Adjustment Time by any employee of Seller, even if Buyer retains,hires or rehires such employee after the posing. However,Buyer shall be liable for the other benefits and compensation of such employees retained or hired by Buyer. PURCIUSE AGPJMA04T property Number 4 "@red Much 23. 1994 11 wr ' (e) LMsei, IF ALL OR A PORTION OF THE PROPERTY(OR SPACE V4T1711IN THE IMPROVEMENTS LOCATED ON THE PROPERTY)ARE DEMISED THROUGH LEASES, then: (i) Rental amounts,lease payments,additional rent,estimated building operating expenses.common area maintenance charges, insurance pmnmiums. real estate taxes, utility charges. or other similar expenses chargeable to any tenant under any applicable Lease (collectively, 'Rents and Charges') shall be prorated and adjusted as of the Adjustment Time. 'Me proration and adjustments shall be made by payment or credit at Closing to the extent that such tenant shall have theretofore actually paid such amounts to Seller. If any Lease requires payment of percentage rent, an estimated amount of percentage rent for the applicable period shall be agreed upon by the parties and prorated for the applicable period. (ii) Buyer shall receive a credit to the Purchase Price at Closing for any and all refundable tenant security deposits actually in Seller's possession. Seller shall not be permitted to set off against any such security deposit amounts owing to Seller under the respective Lease following the Effective Date. (iii) Seller shall be and remain liable for any and all brokerage or leasing commissions related to any and all Leases which are due and owing as of the Adjustment Time. ao (iv) Any and all unpaid Rents and (barges and any and all unpaid percentage rent shall not be purchased by Buyer, but shall be prorated and allocated in kind as of the Adjustment Time outside of the Escrow Accotunt, After Closing,Buyer shall exercise commercially reasonable effort M collect, from each tenant of the Property(if any),any and all smounts which such tenant owes to Seller,Buyer shall not be required to institute nay litigation or to incur any attorneys fees to collect those smounts. Unpaid Rents and Charges and unpaid percentage teats collected by Buyer shall be applied in the following order of priority: (1)to all costs of collection incurred ud by Brayer in collecting Unpaid Rents and Charges and unpaid percentage rents;(2)to all unpaid Rents and Charges and unpaid percentage rents then due and owing to Buyer. (3) to all unpaid Rents and Charges and unpaid percentage vents then due and owing to Seller. (4)to all current unpaid Reacts and Charges and unpaid percentage rents then owing to Buyer. Notwithstanding the foregoing. Seller may separately exercise any and all lawful remedies Seller may have to collect unpaid Rents and Charges and unpaid percentage rents allocated to Seller from each tenant owing such amounts. If. after Closing. Buyer receives any payment from any such tenant. which is 60 identified to or otherwise includes, unpaid Rents and Charges or unpaid percentage rent, allocated and owing to Seller.then Buyer shall act as Seller's agent in collecting such routs on behalf of Seiler and shall forthwith pay over such amounts to Seller. The provisions of this subsection shall survive the Closing. (v) Seller shall not, without the prior consent of Buyer in each instance (such consent not to be unreasonably withheld or delayed): ()amend or(except for material breach,including nonpayment of rent or other 60 sums due)terminate any Lease; (ii)consent to the assignment of airy Leases or subleasing of any of the premises. or (iii') eater into any new Lease of the Property or any portion thereof. If Seiler desires to take any action described in clause (i), (ii)or(iii)of the immediately preceding sentence. then Seller shall so notify Buyer, If Buyer fails to notify Seller,within five(5)days after Buyers receipt of such Notice.of any objection Buyer has to any actions described therein, they Buyer shall be deemed to have consented to such action. If Buyer*=v mts. or is required to consent, to any action described is Seller's Notice.then at Closing Buyer shill reimburse Seller for alh costs and shall assume all liabilities incurred by Snider in connection with such action. Such costs shall include costs of fixturing,renovating or improving the leased premises,any rebate,free rest and other concessions, any brokerage and Lansing commissions and other compensation due any party in oonnection with such Leases and any reasonable, out-of-pocket attorneys fees and related costs actually incurred in connection with such Leases. (f) SmMlies. Seller and Buyer shall take an inventory of any and all usable supplies(such as fuel and light bulbs)that are located upon the Property as of the Adjusiment'Tune and owned by Seller. Buyer shall purchase those supplies from Seller at Closing for the fair nuAct-.mlue therefor. (g) Peat Closing Items. IF ANY ITEM BECOMES KNOWN AFTER CLOSING THAT SHOULD HAVE 13EEN PRORATED AND ADJUSTED PURSUANT TO THIS SECTION 13.2.then arch item shall be adjusted and prorated pursuant to this Section 13.2. Payment from Buyer to Seller, or vloe wma, as applicable,shall be ear made with respect thereto,promptly after such item becomes known. If the precise amount for any item is unknonvn or unavailable as of the AdjustmentT'ame,then the proration and adjustment for such item shall be made as follows: MOWS AGREfMEM Propcny Numbcr4 Prepared March 23.1994 12 err i (i) first, such item shall be prorated and adjusted by an estimated amount for such item. agreed to by Buyer and Seller, and (ii)second,when the precise amount of such item is known and available, such item shall be prorated and adjusted finally, under the provisions of this Section 13.2. Payment from Buyer to Seller, or Woe Mersa, as applicable, to correct the estimated proration and adjustment, shall be made promptly with respect to such item. Ile provisions of this Section 13.2(g)shall survive the Closing. 0 ARTICLE 14. EF ULT. 14.1. Buyer's Default. (a) If Buyer defaults under the terms of this Agreement or Buyer breaches any representation or warranty made under this Agreement, then Seller`s solo remedy for such default shall be to terminate this Agreement by giving W Notice of such termination to Buyer and Closing Agent. Seller hereby waives any right to specific performance of this Agreement and, except in the case of fraud or intentional misrepresentation by Buyer, any right to actual damages. If Seller so terminates this Agreement. then Closing Agent is hereby instructed to pay the Deposit to Seller in accordance with xfi`s i " " (b) SELLER AND BUYER AGREE THAT PAYMENT OF THE DEPOSIT TO SELLER UNDER THIS SECTION 14.1 SHALL BE DEEMED AND CONSIDERED LIQUIDATED DAMAGES AND SHALL NOT BE DEEMED OR CONSIDERED A PENALTY UNDER ANY CIRCUMSTANCES. SELLER AND BUYER AGREE THAT ACTUAL DAMAGES RESULTING TO SELLER FkC)FI-BUYER'S DEFAULT UNDER THIS AGREEMFIYT OR BUYER'S BREACH OF ANY REPRESENTATION OR WARRANTY MADE UNDER THIS AGREEMENT WOULD BE DIFFICULT OR IMPOSSIBLE TO MEASURE BECAUSE OF THE UNCERTAINTIES OF THE REAL ESTATE hLLRI= AND ]FLUCTUATIONS OF PROPERTY r„r VALUES AND 'DIFFERENCES•WITH RESPECT THERETO, AND THAT-TILE DEPOSIT IS A REASONABLE ESTIMATE OF WHAT THOSE DAMAGES MIGHT BE. CLOSING AGENT SHALL DELIVER THE DEPOSIT TO SELLER PROMPT.Y UPON RECEIVING NOTICE FROM SELLERTHAT BUYER IS IN DEFAULT BEYOND THE APPLICABLE CURE PERIOD (IF ANY), THAT TIIE PROVISIONS OF SECTION 14.1 APPLY, AND THAT SELLER HAS ELECTED TO RECEIVE THE DEPOSIT HEREUNDER. BUYER HEREBY RELEASES CLOSING AGENT FROM ALL LIABILITY TO r«r BUYER FOR C,{O�MPLIANCE WrM 711E PROVISIONS QF SECTION 14.1. 'f- - 4Z- BUYER'S INITIALS SELLER'S RMIAIS AS TO SECTION 14.1 AS TO SECTION 14.1 .v 14.2. Seller's Default. - (a) If Buyer has tendered to Closing Agent all items required of Buyer under Article 12 of this Agreement (including without limitation.the remaining balance of the Cash Portion of the Purchase Price and all other funds necessary to close), but Seller fails to perform one or more of its obligations under Article 12 on 6r before the Closing Date,then Buyer may deliver Notice to Seller and Cionag Agent specifying the nawre of the default and rrt laminate this AgteemeaL If Buyer duly delivers Notice of te:mieatiat to Sella and Closumg Agent,byes Cloning Agent is hereby inatnxted to return.the Deposit to Buyer is accordance with Exhibit OC:and is addition.Buyer shall be entitled to liquidated damages from Sella in the amount of Tw+cuty Five lbousaad and no1100 Dollars ($25,000.00). Buyer specifically waives any and all right(a)to file or record any notix of is podens or any other lien or encumbrance against the Property, or(b)to seek specific performance or other equitable relief or actual. consequential or punitive damages. (b) SELLER AND BUYER AGREE THAT PAYMENT OF TIATA T1=FIVE THOUSAND AND NO1100 DOLLARS ($25,000.00) TO BUYER UNDER THIS SECTION 14.2 SHALL BE DEEMED AND CONSIDERED LIQUIDATED DAMAGES AND SHALL NOT BE DEEMED OR CONSIDERED A PENALTY UNDER ANY CIRCUM.S`TANCES. SELLERANDBUYERAGREETHATACTUALDAMAGES RESULTING TO BUYER FROM SELLER'S DEFAULT UNDER THIS AGREEMENT OR SELLER'S rr BREACH OF ANY REPRESENTATION OR WARRANTY MADE UNDER THIS AGREEMENT WOULD BE DIFFICULT OR RAPOSSIBLE TO MEASURE BECAUSE OF THE UNCERTAINTIES OF THE REAL PEMCIWE AMMIEW Property Number 4 Prepared March 23.1994 13 4J + ESTATE DfARIMT AND FLUCTUATIONS OF PROPERTY VALUES AND DIFFERENCES UTru RESPECT TIIERETO, AND THAT THE TWENTY-FIVE TIIOUSAND AND N01100 DOLLARS ($25,000.00)PAYMENT IS A REASONABLE ES•TBUTE. OF WHAT TIiOSE DAMAGES MIGIIT BE. BUYER'S E TTIALS SELLER'S INITIALS r AS TO SECTION 141 AS TO SECTION 14.2 ARTICLE 15. CONDEMNATION. 15,1. TIMne. If Sell" has or obtains actual knowledge of any pending or threatened condemnation proceedings or actions,then Seller shall noti fy Buyer promptly. If on or prior to the Closing Date any portion of the Property shall be taken or eeademned pursuant to any governmental or other power of eminent domain,any notice of such a taking or condemnation shall be issued by any governmental authority having the power of eminent domain,or any proceeding for such a talcing or condemnation shall be instituted by any governmental authority having the power of euunent domain(collectively,'Xjkin ") and if Buyer would be substantially prevented from continuing the existing use of the Property after the Taking, rhea Buyer shall have the right,exercisable only by giving Notice to Seller(with a copy to posing Agent)within fifteen(15)days after w receiving Seller's Notice of the Taking.to terminate this Agreemeat. If Buyer duly exercises that right,then Closing Agent is hereby Instructed to return the Deposit to Buyer in accordance with Exhibit'C"as Buyer's sole remedy. If Buyer does not duly exercise that right.then Buyer shall have no further right to object to the Takirt :. If Buyer shall not have the right ' to terminate this Agreement under the foregoing provisions of this Section on account of a Taking or if Buyer shall have waived say objection(or shall have no further right to object)to a Taking trader those provisions,then.at Closing(a)Buyer shalt accept the Property subject to the Taking,(b)the Purchase Price shall be reduced by the amount of any award thereto- fore received by Seller with respect to the Taking, and (c)Seller shall assigr.to Buyer all of seller's rights to any and all awa+ds not theretofore made or paid with respect to the Taking. 15.2. The Termination Right. Notwithstanding the foregoing provisions of this Article.(a)if there is a Taking and there is Seller Financing, then Seller shard have the right, exercisable only by giving Notice to Buyer (with a copy to Closing Agent)within fifteen(15)days after the data of Seller's Notice of the Taking, to terminate this Agreement, and (b)if the amount of the award that is payable or reasonably anticipated an account Qf a Taking exceeds the Purchase Price,then Seller shall have the right,exercisable only by giving Notice to Buyer(with a copy to Closing Agent)within fifteen(15)days after Seller is notified of that anxmt or anticipated amount,to terminate this Agreement, If Seller duly exercises that right,than _ Closing Agent is hereby instructed to return the Deposit to Buyer in accordance with Exhibil ARTICLE 15, RISK OF LASS,S,A_SUALTY. ,a+ 16.I. htislc of Loss. Subject to the other provisions of this Article and except for reasonable wear and tear. Seller shall bear the risk of all loss, destruction and damage to the Property by any casualty that occurs during the period from the Effective Date to and including the date of recordation of the Deed. 16.1_ Destruction or Damage Prior to Goaia>r. If at any time daring the period described in Section 15.1,all or any portion of the Property is lost,destroyed or damaged by casualty. then,auhrjeet to the other provisions of this Agreement, Seller shall promptly give Notice thereof to Buyer and the rights and obligations of the parties by resort of such loss. da—truction ear damage shall be as follows: (a) Subject to Section 16.2, Buyer shall accept the Property subject to such loss, destruction or damage, provided that the Purchase Price Thall be reduced by the amotmt of the "Repair Crust" (as defined below), but u,r provided further that Seller shall retain the right to any and all iasuranoe proceeds. (b) If the Repair Cost exceeds twenty percent(20%)of the Purchase Price. then either party may terminate this Agreement by providing Notice thereof to the other party and posing Agent. "RMCjr Cost"means an estimate of the actual cost of repair and restoration attributable to such loss,destruction or damage and obtained by Seller, within forty-five (4S) calendar days alter the destruction or damage, from a reputable, independent contractor r selected by Seller and licensed to do business is the jurisdiction in which the Property is located. If this Agreement is so terminated, then the Deposit shall be returned to Buyer. PURCHASE AGPXMfEKr Property Number4 Prepared March 23,1994 14 r' (c) if the Purchase Price is reduced.based upon this Section.and Setter Financing has been requested by Buyer and approved by Seller,then the reduction shall be applied to the Cash Portion of the Purchase Price and the amount of Seiler Financing pro rats in accordance with Section IM. 16.3. Notwithstanding the foregoing provisions of this Article,Buyer alone shall be responsible for all toss.destruction and damage to the Property caused by Buyer or Buyer's Representatives. r ARTICLE 17. DROKERS. Buyer represents and warrants to Seller that Buyer has not dealt with any real estate broker, agent or finder is connectioa with the transaction described in this Agreement, except the Co-Broker. Seller shall pay Seller's Broker its brokerage fee. and Seller`s Broker shall pay a Co-Broker's Fee to Buyer's Co-Broker strictly in accordance with and subject to the so conditions and requirements of.the Bid Terms upon Closing. Buyer shall defend, indemnify and hold harmless Seller from and against any and all Claims that tnay be asserted against or incurred by Seiler and Seller's Broker and arise from or pertain to any brokerage commissions, fees, costs or other expenses that may be due to or claimed by any brokers, agents or faders(except the Seller's Broker) with whom Buyer has dealt or is claimed to have dealt. ARTICLE 18. SURVIVAL. r All obligations of either party to this Agreement shall survive Closing,whether specifically provided herein or not,until such obligations have been fulfilled,waived or discharged. ARTICLE 19. N0&4SSMNMENT. rr Buyer shall not assign or transfer this AS-eement, or any interest in this Agreement, whether voluntarily or involuntarily. directly or indirectly,without the prior written consent of Seller. No permitted assignment or transfer shall relieve Buyer of any of its liabilities or obligations under this Agreement. Sella may grant or withhold its consent under this Article in Seller's sole and absolute discretion. ARTICLE 20. EOSSTBLE TRAMSEEE OF PZOPFR wr Th-_provisions of this Article are applicable only if Seller is the Resolution Trust Corporation('RTC')acting as receiver or conservator of a savings association. Seller and Buyer acknowledge that Seller is an RTC receivership or conservatorship. Seller and Buyer further acknowledge that RTC may. in the ordinary course of RTC's of itirs, determine to terminate the Seller such conservatorship or receivership('Termination'). In connection with a Termination or contemplatetTermination, Seller nay. at any time and without notice to or consent of Buyer, transfer all of Seller's tight, title and interest in the rw Property and in this Agreement to an RTC receivership for such savings association(f Seller is an RTC conservatorship) or to RTC, in its corporate capacity('RTC Corporate')(if Seller is an RTC receivership). 1n the event of such transfer to an RTC receivership. such RTC receivership shall succeed to all of Seller's right, title and interest and shall lake the Property subject to and assume all of Seller's duties,liabilities and obligations under this Agreement as fully as if such RTC receivership had been 'Seller' under this Agreement at all times. Ir.the event of sock transfer to an RTC rooelvaWp,the term 'Seller' shall be redefined tmder this Agreement to emn curb RTC receivership,without need for amendment of this ai Agreement. In the event of such a transfer to RTC Corporate,RTC Corporate will,succeed to all of Seller's tight,title and interest and will take the Property subject to and assume all of Seller's duties.liabilities and obligations under this Agreement as fully as-if RTC Corporate had bean 'Seller' under this Agreement at all times. In the event of sucb transfer to RTC Corporate,the term'Seller'shall be redefined under this Agreement to mean RTC Corporate,without need for amendment of this Agreement. 1ho ARTICLE 21. L`OBM. All notices, waivers, demands. requests and other communications required or permitted by this Agreement (cub, a " ti ')shall be in writing and given as follows by(a)personal delivery.(b)established overnight commercial courier with delivery charges prepaid or duly charged, or (c) registered or certified mail, return receipt requested, fast class postage prepaid. All Notices shall be addressed to the applicable addresses for Seller,Buyer and Closing Agent set forth in Part I, ,. with copies as directed,and to any other address or addressee as any party entitled to receive Notices under this Agreement stall designate, from time to time,by Notice given to the others in the manner provided in this Article. Notices given by PURCIIASE AGREEMENT Properly Number 4 Prepared ItUrch 23.IM 15 w personal delivery shall be presumed to have been received upon receipt. Notices given by overnight courier shall be presumed to have been received the next business day after delivery to such overnight commercial courier. Notices given by trait shall be presumed to have been received on the second(Ind)day after deposit into the United States Postal System. ARTICLE 22. TiME OF THE ESSENCE. TIME IS OF THE ESSENCE%WM RESPECT TO EACH PROVISION OF TIRS AGRl ENWAT. ARTTCLE 23. MISCELLANEOUS. 23.1. Waiverf Modification. Eiger party may waive any of the provisions of this Agreement trade for such party's benefit,provided that such waiver is in writing and signed by the waiving party. This Agreement may not be modified orally or in any manner,except by an agreement in writing signed by Seller and Buyer(or their respective successors in interest). 23.A... Binding-Effect. Subject to tho limitations set forth in Articles 19 and 20 of this Agreement, all of the provisions of 61s Agreement shall be binding upon,and inure to the benefit of, the applicable parties and their respective heirs, legal representatives, successors and assigns. 23.3. Lartinl InvatidiV. If any provision of this Agreement,or the application thereof to any person or circumstance,shall be invalid or unenforceable, at any time or to any extent,then the remainder of this Agreement,or the application of such prevision to persons or circumstances other than those as to which it is invalid or v ienfor+ceable, shall not be affected thereby. Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 23.4. Entire Agreement. This Agreement•(together%vith all Exhibits and any Addenda hereto, including the Seller ire Ficaztc:ng Addenda)contains the entire agreement between the parties with respect to the Property.There are no promises, agrxment`.conditions,undertakings,understandings.warranties,covenants or representations,oral or written,express or implied,between them with respect to the Property.this Agreement, or the transaction described in this Agreement,except as set forth in this Agreement. 23.5. No Recordation. Neither Seller nor Buyer shall be entitled to record this Agreement or a memorandum or other r notice of this Agreement among the land records or other public records of the jurisdiction in which the Property is located. 23.6. Further Assurances. In addition to the obligations required to be performed under this Agreement by Seller and Buyer, Seller and Buyer shall perform, at Closing or front time to time thereafter, such other acts, and shall execute, acknowledge and/or deliver such other insttuments,documents and other materials, as tray be commercially reasonable to eoystimmate the transaction contemplated by this Agreement. 23.7. Rule of Construction. Buyer and Seller have each read and fully understand the terms of this Agreement,aad each has had the opportunity to have this Agreement reviewed by its own counsel. The rule of construction providing that atibiguities in an agreement shall be oonsttued against toe party drafting the same shall not apply. The headings used in Ws Agreement arc for reference and cwvenience only, and sha'3 not eater into the interpretation of this Agreement. V4Ierrnr in this Agreement the singular number is used, the same shall include the plural,and the masculine gender shall include the feminine and neuter genders,and vice versa. as the context shall require. All Exhibits to this Agreement shall be treated as incorporated herein by reference and trade a material part hereof, as if fully set forth herein. 23.8. Scope of Releases. In this Agroemeat,whenever Buyer releases Seller from any Claims or from further obligation or liability,such release includes a release of Seller, Seller's Repnsentstives, Resolution Trust Corporation, and Seller's prodecessors-in-interest, and the agents, employees, contractors, officers, directors, and representatives of Seller. In this Agreement, whenever Seller releases Buyer from any Claims or from further obligation or liability.such release includes a release of Buyer and Buyer's Reprmotatives. EUYER ACKNOWLEDGES THAT,WITH RESPECT TO THE RELEASES OF SELLER AND CLOSING AGENT FROM LIABILITY,AS SET FORTH IN ARTICLE 5,SECTION 10.4,FX=rr"C".AND EISEWIIERE IN TINS A.GREE?*M TT,IT HAS BEEN ADVISED BY LEGAL COUNSEL, OR HAS BEEN ADVISED TO SEEK LEGAL COUNSEL AND HAS HAD ADEQUATE OPPORTUNITY TO DO SO,AND IS FAMILIAR WITH AND THEREBY F'tJRC.P{IISE ACREFl�iFM Property Number [W"red Muth 23.1"4 16 V4r WAIVES APPLICATION OF TIIE PROVISIONS OF CALIFORNIA CI YII.CODE SECTION 1542,I IICH PRO. VIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN IUS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY MM MUST IIAVE MATERIALLY AFFECTED IIIS it SETTLEMENT WMI THE DEBTOR." AND INDICATES TIUIT ACKNOWLEDGEMENT AND WAIVER BY INITIALLING IIERE: '-4, 9-1, -- - BUYER'S INITIALS of AS TO SECTION 23.8 23.9. Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the patties under this Agreement shall be determined in accordance with the laws of the jurisdiction in which the Property is lomted,without regard to the application of choice of law principles, except to the extent that such laws are superseded by federal law. at 23.10. Attorney's Fees. Attorney's fees and costs incurred by any party seeking to enforce the provisions of this Agreement (whether incurred in preparation for or in pursuit of litigation,or both)sh*1-be paid by the losing party. 23.11 Zermination of Agreement. Subject to Setter's unilateral tight to extend the Closing Date set forth is Section!4.3 hereof,this Agreement shall terminate on the date which is nine(9)months from the Effective Date uniess the parties hereto no mutsalIy agree to an extension in writing. Upon such termination C3osing Agent shall pay the Deposit to Buyer in accoahnee with Exhibit 'C" hereto. ARTICLE 24. PROVISIONS_FOR-CLOSING AGENT. Closing Agent is signing this Agreement for the sole purposes of acknowledging,accepting,and agreeing to perform,Closing at Agcot`s responsibilities under this Agreement, including those set forth is Exhibit "C." Closing Agent shall riot demand any releases or indemnities,or impose any other requirements or conditions,with respect to such performance except as set forth In this Agreement_ Closing Agent's rights or responsibilities may be modified only by a written amendment to this Ag-een=t signed by Closing Agent as well as by Seller and Buyer. Any smeadment to this Agreement that is not signed by Closing Agent shall be effective as to the parties to such amendment, but shall not be binding upon Closing Agent. M W FURC1tASE AGREENIEN1' I'mperty Number 4 Prcpsred March 23.1994 17 IN'hTfNFSS WHEREOF, Buyer has signed end delivered this Agreement as its own free act and deed. BUYER; 501 Main, Inc., a California corporation 10 Panted Name: C©A1 Ar1rt. _ �` 1� ,A-J o Title: NO Primed Name: .S�l,•Ow�ZF+• S py�L�,f Ville:: [SIGNATURE PAGES FOLLOW] ar yrr . s,e rr r PURCHASE ACRT-MENC Pmpwy Number 4 Rtpamd Much 23.1994 I$ �r IN WITNESS WHEREOF,Seller has signed and delivered Ws Agreeazat as its own free act and deed. SELLER: CHARTER SERVICE CORPORATION, a whclly-owned subsidiary of Resolstion Trust Corporation as Rexiver for Chartx Savings Bank,F.S.B. By: r Prin0d Name: q 4-4 P,--M4 Title. �► a, ti� Executed on , 1994 and effective as of the same date('Effective Date'). rr► . [SIGNATURE PAGE FOLLOWS] ti PURCHASE AGREEMENT Property Number 4 prepared March 23.1994 I9 �r 0 IN VLTrNESS WHEREOF. Closing Agent has signed this Agreement for the Iimited purposes set forth in Article 24 and E.xhil2it "r,." CLOSING AGENT: r COMMONWEALTH LAND TITLE COMPANY. a California corporation By: a+ Printed Name: t ko 110 bo r PURCHASEAGRETUE r Propedty Num1ber 4 F pam4 Math 23,1"4 20 0 (Description of the Real Property) � r PARC)3L A: Lot 2 of Tract No. 14122. in the City of Huntington Beach. as shown oil a map rewrdcd in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County No Recorder. % • . EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record NO Depth: 500 feet r PARCEL B: - - Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenant, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 99-395282, Official Records. PARCEL.C: 'W+ Non-exclusive casements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the `Access Al as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990. as Instrument No. 90-3 1 635 1, Official Records. PARCEL D: An exclusive casement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the `Paridng Area" as shown on E-Aubit "B" attached to the _ Agreement recorded June 14, 1990, as Instalment No. 90-316351, Official Raoords. w PiTRQr.4S34 AGItI�f�M . Propc,V Number4 Pa�a�I.auq 10.1444 y�l r Exhibit"A" [Setlw Financing Addendum:rust be completed,executed and attached here, if Buyer is requesting RTC Commercial Setter financing of the sale] r ti Y1� t r: to f VRCIIASE AGREEMENT Froperty Number4 LYepared March 23,IM B-1 �r y, w ,xliihit' . (Provisions for Closing Agent) All terms used in this Exhibit shall have the same respective meanings as are set forth in the Agreement to which this Exhibit is attached. 1. If Seller notifies Closing Agent that Seller is entitled to the Deposit pursuant to the terms of the Agreement then Closing Agent shall promptly give a copy of the Seller's Notice to Buyer. Buyer shall have fifteen, (is)days after Buyer's receipt of said copy to give notice to Closing Agent objecting to the release of the Deposit to Seller ("AM leeg.Qbjection tice'). If Closing Agent does not receive a Buyer's Objection Notice within said period, then Closing Agent shall pay the Deposit to Seller. if Closing Agent does receive a Buyer's Objection Notice within said period, then Closing Agent shall not release the Deposit except(a)in accordance with written instructions signed by both Buyer and Seller or a final order of a court of competent jurisdiction,or(b)by depositing the same in a court of competent jurisdiction in connection with an interpleader. 2. If Buyer notifies Closing Agent that Buyer is entitled to the Deposit pursuant to the terms of the Agreement ("Bt jcdLU20se"), then Closing Agent shall promptly give it copy of the Buyer's Notice to Seller. Seller shall have f fteea (15)days after Seller's receipt of said copy to give notice to Closing Agent objecting to the release of the Deposit to Buyer {"Se r_'��hjtction_ Qfite"). If Closing Agent does not receive a Seller's Objection Notice within said period, then Closing Agent shall pay the Deposit to Buyer. If Closing Agent does receive a Seller's Pbjection Notice within said period, + then,Closing Agent shall not release the Deposit except(a)in accordance wit'n written instructions signedby both Buyer and Sellcx or a final order of a court of competent jurisdiction,or(b)by depositing the same in a court of competent jurisdiction in connection with an interpleader. W 3. Any failure on the part of Buyer to give a Buyer's Objection Notice, or any failure on the part of Seller to give a Seller's Objection Notice,within the applicable fifteen(1S)day period shall serve only to direct the posing Agent as aforesaid,but shall not serve as a waiver of any Claims or defenses the Buyer or the Seller may have against one another. 4. In performing its duties under the Agreement, Closing Agent may rely upon any Notices given to Closing Agent under the Agreement and reasonably believed by Closing Agent to be genuine and to have been signed and given by the proper party or parties. Closing Agent shall be under no duty to make any inquiry as to the forth, genuineness,proper execution,or accuracy of any such Notice. S. Closing Agent shall not be liable for any funds lost in connection with the takeover or failure of any bank or savings and loan wherein Closing Agent has deposited those funds. Closing Agent shall have solo discretion as to the typo of account into which the funds are deposited so long as that account is insured by the FDIC. Closing Agent shall have 'w no obligation to split funds in multiple accounts to stay within FDIC. imrance limits on each account, unless Seller and Buyer specifically request such split. 6. Closing Agent shall not be liable for any action taken by Closing Agent in good faith and reasonably bel:cved by Closing Agent to be authorized or within the rights or pcmers conferred upon Closing Agent by the Agreement. Closing Agent may consult with an independent attorney of its own choice. Closing Agent shall have full and complete aut'aorization and protection for any actions taken or suffered by Closing Agent in good faith and in aaeordanm with the opinion of such attorney. T. Closing Agent any resign from any further duties or obligations under the Agreement by giving notice of such resignation and of the date when the resignation shall take effect. Such date shall not be earlier than thirty(30)days att.x the giving of said notice. Furthermore. Seller may.with or without cause, in Seller's sole and absolute discretion. discharge Closing Agent at any time. If Closing Agent resigns or is discharged, Seller shall arrange for an independent person or entity,chosen by Seller in Seller's sole and absolute discretion("New ClosingAgent*) to assume the duties of C l acing Agent. 'Ile New Closing Agent shall execute an instrument evidencing its assumption of the duties of Closing Agent un Jer the Agreement. Seller shall notify Buyer and Closing Agent promptly of the appointment of the New Closing Agent Upon its receipt of such notice.Closing Agent shall deliver the Deposit to the New Closing Agent. If Closing Agent does not receive notice of the appointment of the New Closing Agent by the effective date of the Closing Agent's resignation. �r the Closing Agent shall deposit the Deposit with it court of competent jurisdiction. PURCHASE AGREEMENT Pmperty Number 4 PrVart4 Memo 23,1994 C-1 iW .t, 8. If conflicting demands or notices are served upon the Closing Agent with respect to the Agreement within 0 the applicable time limits set forth herein Cif any), then Closing Agent(a)shall not comply with any of said demands or notices, and (b)may file a suit in interpleadcr in a court of competent jurisdiction and deposit the Deposit with that court purraant to such filing. Under those circumstances, the Closing Agent shall not be liable for damages or injuries to Seller or Buyer or any other person for such failure to comply. Closing Agent shall continue to so refuse to comply with such conflicting demands or notices until either(a)the rights of claimants Dave been finally adjudicated by a court of competent jurisdiction,or(b)Buyer and Seller have resolved the conflict and have so notified Closing Agent_ 04 9. Closing Agent's duties under the Agreement sha'.1 include the preparation and delivery of an estimated closing statement for approval by Buyer and Seller prior to the Closing,and delivery of a final closing statement after the Closing. Such closing statement shall include, in addition to the items generally included in such statements in accordance with the custom or statutory requirements in effect in the jurisdiction in which the Property is located,a detailed breakdown of each item of Taxes as reflected in the prorations calculated under Article 13 of the Agreement. 10. Closing Agent's and New Closing Agent's respective fees for the performance of their respective duties under the Agreement shall be such amount as is negotiated by Seller and Closing Agent,or Seller and New Closing Agent, as the case may be. Buyer and Seller shall be jointly and severally liable for those fees and expenses. It. Buyer and Seller shall,jointly and severally,defend,indemnify and hold harmless Closing Agent from and aga�nst all Claims asserted against or incurred by posing Agent in connection with the performance of Closing Agent's bduties under the Agreement, except any Claims that:rise out of(a)any intentional miscftduct of Closing Agent,or(b)any default with respect to Closing Agent's duties under the Agreement. All terms used in this Exhibit shall have the same respective meanings as are set forth in the Purchase and Sale Agreement to which this Exhibit is attached. w1 v� r+ v +r<r FURL' WE AGREFMENt• P mperty Number 4 Prepared March 23.IM C-2 W . Proprrty Address: S01 Alain Street, HUNTINGTOV BEACH, CALIFORNIA REONIS No. 703256505 Escrow No. ( ) � exhibit�i" RESOLUTION TRUST CORPORATION SELLER FINANCING ADDENDUM TO PURCHASE AND SALE AGREEMENT r This SELLER FINANCING ADDENDUM TO PURCHASE AND SALE AGREEMENT (this "Addendug") is attached as Exhibit 'B' to,and is hereby made it part of, that certain PURCHASE AND SALE'AGREEMENT,datod '�L'T . 1994(the"Purchase Agreement"),by and between"Seller"(as defined in Section 1.1 below)and"Buyer"(as defined in Section 1.2 Ielow), with reference to the following recitals: RECITALS r A. This Addendum sets out the terms and conditions under which Seller will provide purchase money financing(the"Loan") to enable Buyer to purchase the property, subject to the satisfactory completion of the 'Underwriting Process' (as defiled in Section 2 of this Addendum). B. Each term used in this Addendum bearing initial capital letters, which is not otherwise defused herein, shall have the rr reslxvtive meaning ascribed to such term in the Purchase Agreement. COVENANTS, AGREEMENTS, TERMS AND CONDITIONS NOW,THEREFORE,Buyer and Seller acknowledge and agree as follows: %10 1. ]3efinitions. For the purposes of this Addendum, the following terms shall have the respective definitions set forth below: 1.L "Seller" means CHARTER SERVICE CORPORATION, a wholly-owned subsidiary of RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, F.S.B. 1.2. "Buyer" means 501 Main, Inc. a California corporation. 1.3. "Guarantors" means the following persons or entities collectively and it"Guarantor"means each of the following persons or entities severally: [FILL IN THE PRECISE AND FULL NAME OF EACH GUARANTOR, EACH GUARAh"TOR'S CAPACITY AND W TYPE OF ENTITY; IF NONE, STATE "NONE"] 1.4. The "Guaranteed Amount"means, with respect to each Guarantor, the following amounts IF NONE,STATE "NONE"]: Qu--trantor's Name: QuaranteedAmgunt; %W No�60' dD t! 1.5. The "Purchase Price" means the amount set forth in Part I of the Purchase Agreement. cAs Ta Frrri IWE.aUw r'a..in MC?UTY CATAWGVE NO.4 rnrwa OIrDR� B'1 tip 0 The "Down Payment AmodFit" means Forty-One Thousand and no1100 Dollars($41,000); The "Loan Amount" means the amount equal to the difference between the Purchase Price and the Down Payment Amount; provided that in no event shall such Loan Amount exceed Ninety Five Percent(95%)of the Purchase Price. 1.6. The"Interest Rate" means a fixed rate throughout the terra of the Loan equal to the sum of the 'Index"and the r *Margin'(both as defined below),rounded to the nearest I18th percentage(0.12S%)point and calculated on the basis of a three hundred sixty(360)day year. The"Index" equals the Weekly Average Constant Maturity Rate for the U. S. Treasury Security corresponding to the Loan Term (e.g., for a Five Year Loan Term, the Five Year U.S.Treasury Note) for the week ending immediately prior to the Bid Date as indicated above. w The "Afargin" equals 275 basis points. 1.7. The "haturity Date" means the date X seven(7)years five(5)years throe(3)years following the 'Loan Closing'(as defined in Section 5). [CHECK ONLY ONE BLANK] .+ 1.8. The"Capital Improvement Reserve" means Two Hundred Thousand and no1100 Dollars($200.000). 2. 3he Loan,gpplication and Loan Application Approval, Buyer acknowledges that Seiler is not under any obligation to make the Loan and that Seller will not make the Loan without Buyer's satisfactory completion of the Loan Application and the process for its approval as described in this Section 2(the "Underwriting Process"). Buyer also acknowledges the following: +ir► SELLER'S EXECUTION OF 77US ADDENDUM OR THE PURCHASE AGREEMENT DOES NOT COYSTTIZTTE APPROVAL OF THE LOAN AND DOES NOT CONSTITUTE AN AGREEMENT TO MANE THE LOAN. 2.1. Loan Application Process. Buyer hereby agrees. if requested by Seller, to meet with a representative of Seller concerning the Loan Application and the Underwriting Process,within five(5)business days following the Effective Date of the Purchase Agreement. Notwithstanding any provision of the Purchase Agreement to the contrary, Buyer shah deliver the v following documents, information and fees: 2.1.1. Concurrently with the Purchase Agreement, an original Resolution Trust Corporation Loan Application (the"Loan Application"), fully and accurately completed, and duly executed by Buyer and each Guarantor. 2.1.2. Concurrently with the Purchase Agreement. all supporting exhibits, documentation and information rr+ required to be submitted in connection with the Loan Appli=tion;and 2.1.3. Concurrently with the Purchase Agreement, the non-refundable Loan Application Fee described in the Loan Application. Buyer hereby acknowledges that Buyer has received the form of the Loan Application,and accompanying instructions for its W completion. 2.2. Loan Approval Ptocxss. If Buyer seeks Seller Financing, Om Buyer shall exercise all commercially reasonable efforts to obtain Seller's approval,before the scheduled Closing Date under the Purchase Agreement, of such Seller Financing. Seller shall determine, in Seller's soft and absolute discretion. that each of the following matters are satisfactory and in compliance with Seller's credit underwriting standards, as the same may vary from time to time: (i)Buyer's and any and all r,r Gc:arantors' financial condition. (ii)Buyer's property management skills. (iii) the security which Buyer will provide for the pe-formance of its obligations under the 'Loan Documents" (as defined below). and (iv)all other matters that may reasonably be considered by Seller in deciding whether to make the Loan to Buyer. 3. &aVwff gndnt The borrower under the Loan Documents shall be Buyer. The payment and performance of Buyer's obligations shall be jointly and severally guaranteed by each Guarantor pursuant to the terms of a Guaranty of Payment v and Performance executed and delivered by such Guarantor. CALTa WtMTM-ac0er F-==*4 Addoeds ►A:PMTY CATALOOM M0.a ►..P...a Ova. B-2 + 4. Lgan DorwmentS if Seller app&4 Buyer's request for Seller Financing,Buyer-6411 be required to execute and enter into some or all of the following loan and closing documents: 4.1. The Loan Application; 4.2. RTC Note(California)with Rider to Note; r 4.3. RTC Deed of Trust, Assignment of Rents and Security Agreement (California) with Rider to Deed of Trust ("Security Instrtmnent"); 4.4. RTC Assignment of Leases, Rents,and Profits,with Rider to Assignment; r 4.5. Conditional Assignment of Management Agreement; 4.6. UCC-I Financing Statement(s); 4.7. Environmental Indemnity; r.� 4.8. Buyeesl Guarantor's Certification (Byrd Amendment); 4.9. Debtor's Closing Letter; 4.10. RTC California Grant Deed; a� 4.11. Bill of Sale; 4.12. Assignment and Assumption of Intangible Property; 4.13. Capital Improvement Escrow Agreement and, if applicable, Irrevocable Letter of Credit; W 4.14. Such other documents as Seller may reasonably require in order to document or further secure the Loan. In addition,(a)if there is one or more Guarantors,then Buyer shall case each Guarantor to execute and deliver a RTC Guaranty of Payment and Performance (with Rider to Guaranty) and (b) it Buyer is an entity in which any person holds directly or in&rectly an aggregate beneficial or ownership interest of twenty-five percent(25%)or more, then Buyer shall cause each such person to execute and deliver a completed Affidavit of Owner of Beneficial Interest in Purchaser. All of the documents described +Id in this Section 4 (collectively, the "Loan Docuunents") shall be prepared on Senses standard forms and Buyer hereby acknowledges roceipt of the form of each of the Loan Documents described in this Section 4. S. Closine Agent, All Loin Documents required to consummate the closing and settlement of the Loan("Loan Closing")will be prepared by the legal counsel and/or escrow agent ("Closing Agent") appointed by Seller, in Sellces sole and absolute discretion. av 6. Imn Amount. The original principal amount of the Loan shall be the Loan Amount, as set forth in Section 1.5 of this Addendum. 7. jnk1&. Interest on the principal balance of the Loan, from time to time outstanding,shall accrue, and be calculated an3 paid, at the Interest Rate. Accrued but unpaid interest shall be due and payable on the first day of each calendar month 16, during the 'Loan Term' (as defined below), beginning on the first day of the second full calendar month following the date of the Loan Closing as provided below. 8. Uan TerrrtlZ4laturi LDste. The term of the Loan(the"Loan Term")shall commence on the date of the Loan Closing and &hail end on the Maturity Date. r 9. byMent&hedttle:- m rtiizatian. if the Loan Closing occurs on a date other than the first day of a calendar month,then Buyer shall prepay,at the Loan Closing,interest from the date of the Loan Closing up to and including the last day of the month crone vrr rem-wint try Amomb , "OPEM CATALOGUE 140.4 n.r•j•a avzum B-3 wr + in which the Loan Closing occurs. &reaf3er.on the first day of each calendar monthduring the Loan Term, Buyer shall make equal monthly payments, calculated on the bases of interest accruing at the Interest Rate and of the entire Loan Amount being amortized over a period of thirty (30) years. BUYER ACKNOWLEDGES AND AGREES THAT A SUBSTANTIAL PORTION OF THE ORIGINAL PRINCIPAL SHALL BE OUTSTANDING AND DUE ON THE MATURITY DATE. Unless sooner repaid,the entire outstanding principal balance of the Loan, and all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. 10. E•�ry�^ end �'mogund�,, 10.1. Taxes and Insurance: So as to assure sufficient funds to pay when due all real estate taxes,special assessments, hazard insurance premiums and similar charges affecting the Property, Buyer shall pay Seller. r 10.1.1. At the Loan Closing, a lump sum amount equal to one-twelfth(1f12)of the annual amount of such charges times the number of months calculated by Seller so that such lump sum plus the monthly payments made as described below will be sufficient to pay all such charges at least thirty(30)calendar days before payment of the charge is due, and 10.1.2. Commencing with the first payment of principal due under the Note, and concurrently with each irr payment due under the Note thereafter until the Maturity Date, an amount equal to one-twelfth(1112) of the annual amount of such charges calculated so that the total of monthly payments made shall be sufficient to pay each such charge at least thirty(30)calendar days before due. Escrows for real estate taxes and insurance premiums mill be placed in a federally-insured account. Seller reserves the right to re-calculate on an annual basis the amount required for monthly escrows under the Security Instrument and shall advise Buyer, in writing, of any changes. Buyer agrees to provide Seller with all information necessary for Seiler to perform this annual re-calculation. 10.1.3. Capital Improvement Escrow: Buyer, at the Loan Closing, shall execute and deliver a Capital Improvement Escrow Agreement in form and substance satisfactory to Seller and deposit cash or its equivalent in the amount of the Capital Impprovement Reserve to an escrow account, to be disbursed in accordance with the provisions of such Capital Improvemsent Escrow Agreement. Such escrowed funds shall be held in a federally insured, interest bearing account,at a depository institution of the type permitted by such Capital Improvetment Escrow Agreement. Any r„+ accrued interest earned on the reserve funds shall be added to and become a part of such reserve. 11. Late Chances: Default Rale. If any payment due under the Loan Documents is not made within ten(10)days of its due dats.Buyer shall pay to Seller a late charge equal to five percent(5%)of the entire amount of such payment,including principal, accrued unpaid interest,tax and insurance impounds. If any payment remains past due for thirty(30)days beyond its duo date, the Interest hate shall be increased during the period in which Buyer is in default,commencing with the date the payment was iy on jinally due and ending on the date the payment is received by Seiler,to a rate equal to the lesser of(a) four percentage(4%) points over the contract Interest Rate, as set forth in Section 1.6, or(b) the maximum interest rate permitted by law. 12. EkCNIMent3. So long as Seller holds and owns the Note, the Loan shall be prepayable in whole or in part, at any time, from time Yo time,without penalty.charge, premium or foe on the first day of any month prior to maturity upon at least thirty (30)days' prior written nodoe to Seller. In addition, no prepayment charge, premium or fee shall be charged for any full or partial prepayment of any portion of the principal made during the final year prior to the Maturity Date;no prepayment charge, premium or fee shall be charged for any full or partial prepayment of the principal made from the proceeds of any insurance.of oo:ademnation award; and no prepayment charge shall be due upon the application of any funds from any Capital Improvement Reserve,Replacement Reserve or environmental remediation account to the outstanding principal balance. However,in the event of a sale of the Loam to a third party. at the option of the subsequent holder of the Note, such bolder may charge a prepayment charge in accordance with the applicable table, as follows: (Text Continued on Fallowing Page) rr CAr=INMUrrve.saw r`mfficinc Ads n OPU M CATALOGM No. tk#.�a orru�s• B- iw IF 7711E LOAN TERM IS SEVEN(7)YEARS,THEN THE FOLLOWING SCIEEDULE OF PREPAYMENT PREf*=fS SHALL APPLY: Y is M d pMp.r.r dUV"Owl 60 kBOWbe FW="W Of d NOMM 6f nci l Yd�pOta l y dWfiwtPd%stra d d Lis First(16t)Year Six Percent(6%) Second(2nd)Year Five Percent(S%) _ Third Ord)Year Four Percent(4%) r Fourth(4th)Year 'Three Percent 0 96) Fifth(5th)Year Two Percent(2%) Sixth(6th)Year One Percent (1%) Seventh(7th)Year Zero Percent(0%) w IF THE LOAN TERM IS FIVE (5) YEARS,THEN TILE FOLLOWLNG SCHEDULE OF PREPAYMENT PREitilUlti.S SlLkL.L APPLY: Lt d Pow" r i,am&&Aq to roowLw ym of to Low Twm d�!.pvPwE6d dwr dA owd d boo-lot Pew 4(d"mom of W& P-m—WOW r d Priec#p t rlm er d Lom bo First(18t)Year Four Percent(4%) Second(2nd)Year 'Three Percent 0%) Third(3rd)Year Two Percent (2%) irk Fourth(4th)Year One Percent (1%) Fifth(Stb) Year Zero Percent (0%) IF THE LOAN TERM IS THREE(3)YEARS,THEN THE FOLLOWING SCHEDULE OF PREPA"ENT PRENEWLS SMALL APPLY: Y to pwgtoft L 06h&A*to kamiet pw of to Lan Tffm M d N.p~dreg dtl OOW d fiCa"k Pwr.p of d ammN of wA 1wa)mm Mw+d to do P 6*4 bd1 it d La.W First(1st)Year Two Percent(2%) - Second (tad)Year One Pa=t(I%) Third Oro Year Zero Percent(0%) 13. Due on Sale: Asst nability. Upon a sale or transfer of the Property or beneficial Interest in Buyer,Seller may, at Seller`s option, accelerate the maturity of the Loan. The Loan may be assumed only with the prior written approval of Seller, %filch approval Seller may withhold in Seller's sole and absolute discretion. 14. pin Enctumbr2MLSubordinateFrnandnz. Buyer shall not permit or suffer the placement of any inferior lien or eccumbranc a upon the Property,without the prior written approval of Seller in each instance,which approval Seiler may withhold in Seller's sole and absolute discretion. Following violation of this requirement, Seller may, at Seller's option,accelerate the Tynan under the Loan Documents. VXTa WMATM.tcU"Fmw-iti Addmfm "OPE7ttTY CATALOGUE MO.A !�J r 15. Environmental Ifarztrdy: B4�shall maintain the Property during the Loas 04rm in accordance with all applicable environmental laws and regulations and any applicable operating and maintenance programs, and shall comply with all requirements regarding Hazardous Materials as described in the Security Instrument and/or the Environmental Indemnity Agreement. 16. j'gMnal Liability. 10 16.1. Personal Liability:Buyer and Each Guarantor. Buyer and each individual Guarantor shall be jointly and severally personally liable for loss or damage: 16.1.1. To the Property caused by physical waste or the gross negligence or willful misconduct of Buyer or Buyer's agents, employees,contractors, licensees or invitees; r 16.1.2. Suffered by Seller or the Property which loss or damage is subject to indemnification under the provisions of the Security Instrument relating to Hazardous Materials and/or under the provisions of the Environmental Indemnity or is caused by a breach of said provisions; 16.1.3. Caused by the removal or disposal of any portion of the Property, or any of the personal property W located thereon, after default under any of the Loan Documents; 16.1.4. Suffered by Seller as a result of. or attributable to, any fraud or any misrepresentation by Buyer in any of the Loan Documents or any other documents(including without limitation, the Loan Applications)delivered in connection with the acquisition or financing of the Property;and yr► 1:.1.5. Suffered by Seller ass result of the Misapplication by Buyer of(1)any rents, issues, profits or other proceeds generated by or from the Property after default under the Security Instrument, (2)any insurance proceeds on account of loss or damage to the Property,or(3)any amounts payable in connection with condemnati6n of all or any portion of the Property. "hiisapplication" means Buyer's failure to apply funds to the reasonable and proper costs of ownership, operation, maintenance. repair. and (when applicable) restoration of the Property, and to the payment of principal, interest and other amounts due under the Loan Documents and the obligations secured thereby. Buyer and each Guarantor shall also be personally liable for ail costs(including,without limitation,attorneys' fees.whether suit is instituted or not) incurred by Seller in the enforcement of any of the provisions of any of the Loan Documents following a default by Buyer. Nothing in this Section 16.1 shall in any manner limit Seller's recourse to the Property or any other property or guarantee given or pledged as additional security for the obligations under any of the Loan Documents. W 16.2. rCWnal Liability; ch avant r In addition to the items described in Section 16.1 above,each Guarantor shall be personally liable for an amount equal to the fewer of the amount of the"Indebtedness" (as such term is defined in the Guaranty Agreement) or the Guaranteed Amount, pursuant to and in accordance with the terms of the Guaranty Agreement. 17. I urame. Buyer shall obtain and maintain insurance coverages consistent with this Section 17. cv At least five(5)days prior to the Loan posing,Buyer shall provide to Seller written,evidence of the existence of such Coverages in the form of(a)original policies of insurance evidencing such coverages and showing all such coverages in full force and effect as of the date of the Loan Closing and(b)a binder outlining all such coverages,together with the forms of all applicable policies and endorsements. Paid receipts for the wausl premiums(or, in the altermttive, funds sufficient to pay the annual premiums as estimated by Buyer and approved by Seller) shall be provided at the Loan posing to Closing Agent. i„ 17.1. James of Coverage Rtguirtid. Buyer, at Buyers expense, shall maintain the following types of im ance.from invarers, upon such terms and conditions,and with policy forms, expiration dates and minimum coverage amounts acceptable to Seller in Seller's sole discretion(hereinafter. collectively and severalty. the 'Insurance Policies'): 17.1.1. Hazard Insurance Coverage: Buyer shall maintain hazard/casualty insurance coverage meeting the following requirements: (a) the amount of insurance shall be one hundred petit (100%)of the replacement value of the ,r improvements on the property; (b)the insurer shall pay all applicable claims on a replacement cost basis; (c)the relevant policy KOFEM CATAIAGUE NO.4 ?""P!0127AU B- wr rr- . thall not contain or be issued subjeW any coinsurance clauses; and (d) the insure ail issue, and the Buyer shall maintain an Agreed Amount Endorsement. 17.1.2. Deductible: Any and all Insurance Policies shall contain a maximum deductible equal to the lesser of (a)Ten Thousand Dollars($10,000.00)or(b)one percent (I%)of the policy face value; provided that such Insurance Policies may contain such higher maximum deductible amount as may be required by applicable law. wr 17.1.3. Steam Boiler: If a steam boileror other pressure vessel is in operation on the Property,then the Buyer shall maintain steam boiler coverage, providing a minimum liability per accident at least equal to the lesser of(a)Two Million Dollars($2,000,000.00)or(b)the insured value of the building(s)bousing the boiler or machinery. 17.1.4. Rent Loss and husinesslntcrruption: The Buyer shall maintain rental loss and business interruption UO coverage meeting the following requirements: (a)the Buyer shall maintain a minimum of twelve(12)months'coverage for all multifamily residential properties and commercial real estate; (b) the relevant Insuhinco Policies shall be adjusted annually to reflect current rent Ievels; and(e) the Buyer shall maintain coverage of ninety-five percent (95%)of gross potential rent. 17.1.5. General Liability: The Buyer shall maintain a comprehensive general liability insurance policy: (a) for buildings served by elevators,in a minimum amount of Three Million Dollars($3,000,000.00)for bodily injury and property damage for any single occurrence and(b)for all other buildings,in a minimum amount of One Million Dollars($1,000,000.00) for bodily injury and property damage for any single occurrence. 17.1.6. Contractual Liability and Plate Glass Covt.=: The Buyer shall maintain Contractual Liability and Plate Glass coverages. ir„► 17.1.7. Earthqunke: If the Property is located in a Federal Geological Hazard Zone or in any area prone to earthquakes, then the Buyer shall maintain earthquake coverage. 17.1.9. Flood insurance: If the Property is located in a Special Flood Hazard Area or in a One Hundred(100) Yeir Flood Plain, the Buyer shall maintain Flood Insurance. 17.1.9. Insurance Crier. Each insurer shall have and maintain an A.M. Best Co. policyholder's rating of W or better and financial size category of'V'or better,provided that as insurer with a lesser rating shall be permitted if such ins-arer presents a reinsurance agreement, containing a direct access clause, with one or more insurers which do meet the foregoing rating requirements. In no event shall coverage amounts exceed five percent(5%)of carrier surplus and capital,unless approved in writing by Seller or unless reinsurance is provided. Each insurer shall be fully licensed and admitted in the state in which the Property is located. IYf 17.1.10. Single Carriers: Unless Seller otherwise approves, the same insurer shall issue each and every coverage required by this Section 17. 17.1.11. Mortgagee Clause: The mortgagee clause shall read as follows: - [Seller's Name, as it appears in Section 1.1 of this Addendum], and its successors and assigns as their interests may appear do [Seller's Loan SerricWs Name and Address]. Sub clause must provide that the insurer shall notify Seller in writing at Ieast thirty(30)days in advance of any policy reduction, noa-renewal or cancellation. ,�. 17.1.12. Other Covers : Seller may require such further and other coverages,in addition to those set forth above, from time to time, as are commercially reasonable. 18. Backs and Records. Buyer shall maintain, and Seller shall have reasonable access to,complete and accurate books and records eonceraing the operation of the Property, as well as copies of all contracts, leases and other instruments that relate to tho Property. At Seller's request,Buyer shall forward to Seller,within one hundred and twenty(120)days after the end of each fiscal year of Buyer,a balance sheet,a statement of income and expenses for the Property and a statement of changes in financial position,each in reasonable detail and certified by the chief financial officer of Buyer,or, if required by Seller,certified by an independent certified public accountant. Together with the financial statements,and at any other time requested by Seller,Buyer CALTEX CVrrlAIWE.tcae.Foam&&Ad&nkm FROPEM CATALAGVE NO.4 F*"W Ounm B-7 yr. 'Also shall furnish a rent roll for the Werty, certified by Buyer as being accurate, Wplete. and correct and showing(a) the nams of each tenant, (b)the space occupied. (c) the lease expiration date, (d)the rent payable, and (e) the rent paid. 19. Jeases, Seller reserves the right to approve any and all leases and forms of leases used in connection with the Property and any and all amendments,changes and modifications to such forms. The Security Instrument(and any other Loan Documents giving rise to a lien and/or security interest)shall provide that all leases on the Property will be subordinate to the lien arising b► under the Security Instrument(and to the Iien and/or security interest arising under such other Loan Document), unless Seller steal.otherwise agree in writing. The form of each lease, whether entered into before or aver the recordation of the Security Instrument,shall contain a provision:(a)subordinating the tenant's interest under such lease to the lien arising under the Security Instrument(and to the lien and/or security interest arising under such other Loan Document); (b)requiring the tenant to attom to any purchaser of the property through foreclosure sale or the transferee of any conveyance in lieu of foreclosure and (c) requiring tenant.at the request of Seller, to execute a separate recordable subordination and attornment agreement, in form and y,/ substance acceptable to Seller. All new commercial leases on the Property: (d)shall provide for a term of not less than one(1) year and not more than five(5)years. unless Seller otherwise approves in writing;(e) shall approximate current market rates; and(f)at the option of Seller, may be treated by Seller as being prior to the lien arising under the Security Instrument(and to the lien and/or security interest arising under any other Loan Document). 20. 5_urvey. If required to delete,eliminate or otherwise remove standard survey or other exceptions to the'Mortgagees Title ., Policy" (as defined in Section 22), then not less than five(5)days prior to the scheduled Closing Date, Buyer shall deliver to Seller, at Buyer's sole cost and expense, a current 'as built' survey (the"Survey") of the Property, certified to Seller and to the "Title Insurer" (as defined in Section 22 below) by a registered or certified land surveyor and showing the perimeter boundary lines of the Property according to a metes and bounds description,all improvements located on the Property,and all easements, utilities,encroachments, and rights of way affecting the Property. if the legal description of the Property is a metes and bounds description, the Surveyor shall furnish and certify such description. Specifically: 20.1. Certification. The Survey shall be certified by a surveyor licensed in the jurisdiction in which the Property is located. If the jurisdiction where the Property is located licenses engineers, instead of surveyors, then the Survey may be certified by such a licensed engineer. 20.2. Date of Survey. The Survey shall be dated no more than ninety(90)days prior to the date of the Loan Closing. +ry 20.3. &=table to Title Company, The Survey shall be acceptable to the Title Insurer for purposes of issuing a "Mortgagee's Title Policy," as such term is defined in,and meeting the requirements set forth in, Section 22. 20.4. ALTA/AGSM Requirements. The Survey shall meet at least the requirements of a Class A ALTA/ACSM Land Titl-. Survey, made in accordance with the Minimum Standard Detail Requirements for American Land Title Association and American Congress on Surveying and Mapping Land Title Surveys.as adopted in 1988, some of which arc listed as Additional Survey Requirements on Table 3 to such standard requirements (see the following Section 20.5). 20.5. ,gpe�$urvey. 'Ile Survey must show the following: 20.5.1. The dimensions and total square footage(land area) of the Property; w 20.5.2. The location of all buildings,structures and other improvements(including sidewalks,curbs,parking areas and fences) on the Property and the distance from the improvements to adjoining exterior property lines; 20.5.3. The location of all easements, servitudes,or rights of way(above or below ground)on the Property, or other similar exceptions listed in the commitment for die Mortgagee's Title Policy for the Property (except that blanket easements may be shown as such); 20.5.4. The location and dimensions of any encroachments(a)by the improvements on the Property onto any adjacent property. street. alley, right-of-way or easement located on the Property. and (b) by improvements on any adjacent property,street or alley onto the Property; i., 20.5.5. The location of minimum recorded setback, side yard and rear yard Lines for the Property; CALM tKnuwn-s.aw rise a Ada&a M PUMV CATALOGM NO.a ►wrwed OUDM B-8 ir► • 20.5.6. The numb f parking spaces on the Property; 20.5.7. The Iocation of utilities serving the Property, including points of ingress to and egress from the Property; 20.5.8. 'Ile location of access (such as curb cuts and driveways) to adjoining streets and highways,the width id of same and the status of such streets and highways as public or private; 20.5.9. The monuments placed(or a reference monument)at all major corners of the boundary of the Property: 20.5.10. A legend of all symbols and abbreviations used on the Survey; %► 20.5.11. A vicinity map showing the Property surveyed in reference to nearby highway(s) or major street intersection(s); 20.5.12. Observable evidence of cemeteries; and 20.5.13. Significant observations not otherwise defined. a0 20.6. Jtgal nescrintion. The description of the Property shown on the Survey must conform to the legal description shown in the commitment for the Mortgagee's Title Policy for the Property. A metes and bounds description, a lot and block description, or a description of the Property bounded on all sides by dedicated streets or alleys is acceptable as long as it corresponds to the legal description shown in such commitment. If such commitment refers to a recorded plat, then such plat with appropriate recording references must be indicated on the Survey. to 20.7. Flood Plains;Special f TaTard Area. If any portion of the Property is located in a Special Hazard Area, as designated on the applicable Flood Insurance Rate Map for the community in'whieh the Property is located,the boundaries and a&-signation of the zone of any such area within the Property must be shown on the Survey. In such case, Seller will require Flood Insurance coverage pursuant to Section 17.1.8. if the Property is not in a Special hazard Area,the Survey should so note. W 20.8. Surveyor's Celt'tficate. A Surveyor's Certificate in a form acceptable to Seller shall be printed as a legend on the Survey. Alternatively,such certificate may be attached to the Survey,but in such instance, the certificate shall specifically identify the Survey in question. 21. Lien Priority,, The Loan shall be secured by a valid first lien and security interest in,on and to all the Property. W 22. Title Commitment and Police Buyer shall order from it title company reasonably acceptable to Seller(the"Title Lux ree) a commitment to issue a mortgagee's policy of title insurance("Mortgagee's Title Policy")meeting the standards set out in this Section 22. Buyer shall obtain,and shall bear the expense of,the Mortgagee's Title Policy. The Mortgagee's Title Policy shall adhere to the following standards: 22.1. MUimuM Risk. The maximum single risk assumed by any single Title Insurer shall be subject to the prior ry written approval of Seller. Seller reserves the right to require reinsurance arrangements or co-insurance with other acceptable title insurers, together with Direct Access Agreements, which are reasonably acceptable to Seller and which reference only the Mortgagee's Title Policy. 22.2. Becornized Insurer. Each Mortgagee's Title Policy must be issued by a recognized insurer authorized,admitted and licensed to do business in the jurisdiction where the Property is located. 22.3. Insured Amount. The amount of the Mortgagee's Title Policy shall be equal to at least the Loam Amount. 22.4. Named lnsured(s). The policy must separately show Seller (as Seller's name appears in Section 1.1), its successors and assigns as the insured in Schedule A of the Mortgagee's'title Policy. i„ 22.5. ALTA Lender's Policy. Ile Mortgagee's Title Policy shall be written on the current standard American Land Title Association (ALTA) loan policy form or a similar form pre-approved by Seiler. Seller will accept a Mortgagee's Title TROPE TY CATAWGUE 110.4 r .a a�ns,a B-9 W r Policy written on the current standa"lifornia Land Title Association (CLTA) foTtYf; provided that such Mortgagee's Title Policy is accompanied by a CLTA Form 104 endorsement or an equivalent endorsement providing the same coverage as the CLTA Form 104 endorsement. Seller will not accept a CLTA Form 104.1 endorsement. 22.6. Environmental Endorsement. Seller will accept the 1970 ALTA form of Mortgagee's Title Policy or the current standard ALTA form of loan title insurance policy(as adopted October 21, 1987) for all Loans, provided that an acceptable rr Environmental Protection Lien Endorsement is attached. Seller will accept an endorsement ALTA Form 8.1 (or the previously issued ALTA Form 8);provided that Part(b)of ALTA Form 8.1(or the previously issued ALTA Form 8)shall take exception only for specific state statutes that provide for environmental protection liens that could take priority over the Security Instrument. 22.7. UnMn rnitted Exceptions. Standard exceptions for tenants in possession under unrecorded leases or for mechanics' liemi shall not appear in. and shall be deleted and eliminated from, the Mortgagee's Title Policy. w 22.8. Effective Date of Police. The effective date of the Islortgagee's Title Policy must be as of the date(and time, where available)of recording of the Security Instrument. 22.9. No SurvevjxMption. Any Survey exception to the Mortgagee's Title Policy,except for those items shown on a current Survey, must be deleted. If there are any Survey exceptions reflected in the Mortgagee's Title Policy(e.g.,encroach- wr ments, projections), then the Mortgagee's Title Policy shall include affirmative insurance, as available, against loss or damage resulting from the excepted statement of facts. 22.I0. Legal Description to r,,�2nfbrin to Survey. The legal description of the Property in the Mortgagee's Title Policy must conform to that shown on the Survey of the Property. +y 22.11. MonetaML iens. If the Mortgagee's Title Policy includes any exception for taxes,assessments or other lienable itecis,then the Mortgagee's Title Policy must insure or otherwise show that such.taxes,assessments or items are not yet due and payable. 22.12. Encumbrances of Record. All liens, encumbrances, conditions, restrictions or easements of record must be shown on the Mortgagee's Title Policy,except for any such matter of record(e.g.,a racially restrictive covenant)that is legally r„r unenforceable. 22.13. Required Endorsements and Cove. 22.13.1. A Restrictions, Encroachments, and Minerals endorsement (ALTA Form 9 endorsement) or an equivalent comprehensive eadorsemetit shall be included in the Mortgagee's Title Policy. If an ALTA Form 9 iyr endorsement is not available and if there are Schedule B-Part I exceptions to easements or rights-of--way,or exceptions related to streets or adjacent properties, then the Mortgagee's Title Policy shall provide affirmative insurance that there are no encroachments by any improvements onto the easements,rights-of--way,streets or adjacent properties,or provide insurance against loss or damage resulting from any such encroachments. 22.13.2. If ALTA Form 9 endorsement is not available and if there are Schedule B-Part I exceptions to ,y covenants,conditions and/or restrictions, then the Mortgagee's Title Policy must insure that said covenants,conditions grid restrictions have not been violated and any future violation will not result in a forfeiture or reversion of title. 22.13.3. The Mortgagee's Title Policy shall include:the following special endorsements: (a)the Property abuts and has direct access to a public road; (b) an usury endorsement; and (c) if a Survey is obtained, a survey legal description endorsement. 22.13.4. Seller shall bave the right to approve or disapprove any Schedule B - Part I exceptions (that are excluded from coverage,even though an ALTA Form 9 endorsement,or other special endorsement(s)as set forth above, have been issued) for (a)encroachments onto the Property or onto easements, rights-of-way, streets or adjacent properties excepted from the Mortgagee's Title Policy,or encroachments by the improvements on the Property onto adjoining land, (b)violations of existing covenants, conditions or restrictions, or(c)other adverse circumstances. 22.13.5. Any appurtenant easements (e.g., access or utility easements) necessary to the operation of the Property should be affirmatively insured by the Mortgagee's Title Policy as part of the insured description. CALTEX V RI rW.ieser Fbm&a As s !RO►ERW CATALOGUE NO.4 Fw?and 03MM B-10 . r 22.13.6. If Schedufo4-Part I indicates the presence of any easeme�R�rrhrch is tot specifically located on the Property and which conflicts with the use, or diminishes the value,of the improvements, the Mortgagee's Title Policy shall provide affirmative insurance against any loss resulting from the exercise by the holder of such easement or its right to use or maintain that easement. 22.13.7. Any Mortgagee's Title Policy issued on California property must also include an endorsement kit designating the location of the improvements and the land location. Seller will accept a CLTA Form 116 or an equivalent form for this purpose. 22.14, RMired Pmp2jUldentification. The Mortgagee's Title Policy must include, as an informational note to Schedule A,the recorded plat number(and recording information),if any,and the property parcel number(s)or tax identifying num'Ser(s), as applicable, for the Property, if such numbers are available in the jurisdiction in which the Property is located. rW 22.I5. Financing Statements: Assignment(s)of Leask. Financing statements showing Seiler as secured party shall be shows on Schedule B-Part IT,and shall not be listed as exceptions on Schedule B-Part I. Any recorded assignment of leases that provides collateral for the Loan shall be shown on Schedule B-Part II,and shall not be listed as an exception on Schedule B -Part I. 22.16. No Mandatory Arbitration. if the 1987 ALTA form policy or a policy containing similar arbitration provisions is used, the Title Insurer must agree that the compulsory arbitration provisions of the Mortgagee's Title policy do not apply to any claims by,or on behalf of,the insured. Seller may make arrangement for such agreement directly with the Title Insurer. 23. Fixtures and Personalty. All furniture,fixtures,and equipment tecessary for the operation of the Property shall be secured ,W by Uniform Commercial Code(UCC-1)financing statements(the'Financing Statements")naming Seiler as the secured party. The Financing Statements shall be filed and/or recorded in all places necessary to perfect a valid first security interest in the property described in such Financing Statements (including without limitation, the land records in the County in which the Property is located,the Office of the Secretary of State of the state in which the Property is located,the state in which the Buyer is organized, maintains its records or resides). to 24. ]Buyer's and Ggarantpr's Organiptional Dogments. Buyer shall provide Seller with certified copies of, and Seller or Closing Agent shall have approved, the organizational documents and evidence of authority to enter into the contemplated Loan transaction, for Buyer,each General Partner of Buyer and each Guarantor, including without limitation.the following,with all amendments thereto: 24.1. For any Buyer, General Partner or Guarantor which Lr a Corporation:(a)Articles of Incorporation;(b)Bylaws; W (c) Certificates of Good Standing and Qualifications to Do Business, issued by both the state in which such entity is organized and the state where the Property is located and dated within twenty(`20)days of the Loan Closing;(d)appropriate Authorizing Corporate Resolutions;and(e)Incumbency Certificates; 24.2. For any Buyer, General Partner or Guarantor whIM Lr a Limlred Partnership: (a) the Agreement of Limited Partnership and any and all amendments thereto; (b) Certificate of Limited Partnership; (c) Certificates of Good Standing and ,W Qurlifications to Do Business, issued by both the state in which such entity is organized and the state where the Property is lomted and dated within twenty(20)days of the Loan Closing,(d)appropriate Authorizing Partnership Resolutions;and(e)any and all necessary and appropriate Partnership Consents. 24.3. rany Buyer. General Partner or Guarantor Is a General Partnership (or Mnt Venture):(a)the Agreement of General Partnership(or Joint Venture Agreement)and any and all amendments thereto;(b)the Statement of Partnership recorded %► in the state where the Property is located and any and all amendments thereto; (c)appropriate Authorizing Parmership(or Joint Venture)Resolutions;and (e) any and all necessary and appropriate Partnership(or Joint Venture) Consents. 24.4. Any other filing with the appropriate state or county office, as required by the law of the jurisdiction in which the Property is located documenting the legal existence of the particular entity or authorizing any aspect of the Loan transaction. sees 25. L 1tuy�t/,uarantor'SCertif ion Buyer and. as applicable, each Guarantor, shall provide Seiler at the Loan Closing with a certification, in form acceptable to Seller, reflecting that: CALTEX LNMATNE-Salter Fmci+a Add&e KCPE RTY CATALOGUE NO.4 tMPU@d osmm B-11 r- 25.1. There is no autstandA .Iirrz,pending or threatened litigation or otherUon affecting the certifying party where the total personal liability may exceed $25,000.00 unless the same was disclosed in writing to Seller prior to the execution of the certification; 25.2. All information shown in the Loan Application aid other documentation or otherwise provided to Seller is accurate, correct and complete and that there has been no significant material change in any condition, fact or circumstance 0 previously disclosed; 25.3. Neither Buyer not any Guarantor is a "Prohibited Buyer"as defined in the certification; 25.4. Execution and delivery of the Loan Documents are not in violation of any agroement and do not conflict with or result in the breach of any court order.decree or order of any governmental body; and r 25.5. There are no defenses, offsets or counterclaims to obligations under the Loan Documents. 26. Opinions of Counsel. Buyer shall deliver or cause to be delivered(a)an original,executed Opinion of Borrower's Counsel and (b) an original, executed Opinion of Guarantor's Counsel for each Guarantor, in form and content acceptable to Seller. Buyer acknowledges that Buyer has received Seller's standard form of each such opinion. r 27. Conditigns tQ Seller'sQbligationg. Without linuting other provisions of this Addendum or the Purchase Agreement,Seller will riot provide purchase money financing without the satisfaction or waiver of the following conditions: 27.1. Compliance. Buyer shall have complied with each of the terms,covenants and conditions of this Addendum and the Purchase Agreement and all Exhibits hereto and thereto; a+ - 27.2. roval. Seller have delivered written approval of all of the submissions and evidence required by the Loan Application, the Underwriting Process. this Addendum and the Purchase Agreement; 27.3. olvenc . ,r 27.3.1. Neither Buyer nor any Guarantor shall have become insolvent,nor shall have made a transfer in fraud of creditors or an assignment for the benefit of creditors, nor shall have admitted in writing its inability to pay its debts as they become due; 27.3.2. Neither Buyer nor any Guarantor shall generally be delinquent in paying its debts as such debts become due; w 27.3.3. No receiver, trustee or custodian shall have been appointed for, or taken possession of, all or any substantial part of the assets of Buyer or any Guarantor or any of the Property,either in a proceeding brought by or against Buyer or any Guarantor,unless such appointment has been discharged. or such possession has been terminated within thirty(30)days after the effective date thereof and prior to the scheduled Closing Date. ,oy 27.3.4. Neither Buyer nor any Guarantor shall have filed it petition for relief under any federal or state insolvency,bankruptcy or similar law("Applicable Bankruptcy Law"),nor shall an involuntary petition for relief have been filed against Buyer or any Guarantor under any Applicable Bankruptcy Law; 27.3.5. Neither Buyer nor any Guarantor shall have instituted or voluntarily become a party to any other judicial proceeding intended to effect a discharge of the debts of Buyer or any Guarantor, in wbole or is part, or to effect a postponement of the maturity or the collection thereof.or to effect a suspension of any of the rights or powers of any creditor in connection therewith; 27.3.6. Neither Buyer nor any Guarantor shall have failed to pay any money judgment or judgments against it at least trn (10) days prior to the date on which the assets of Buyer or any Guarantor may be sold to satisfy such judgment;and CALTEX MUTM-sin..nmw6e A"-&= fROFEM CATALOGUE NO.4 r,.s.ma mom B-12 0-' 27.3.7. Neither Buyi~4or any Guarantor shall have failed to have di�farged.within a period often(10)days after the commencement thereof, any attachments, sequestrations or similar proceedings asserted against any assets of Buyer or any Guarantor. 28. 11articipationlLoan_ ale rantrer or Servicing. At any time.either before or after the Loan Closing,from time to time. Seller may, sell, assign or transfer either the entire Loan or a participation interest in the Loan to other parties or to affiliates of Se!Jer without the consent of Buyer. In addition,Seller may transfer the rights and responsibilities relating to the servicing or administration of such Loan to other parties. Within ten(10)days of receipt of written request by Seller, Buyer shah execute and deliver to Seller or Seller's designees such estoppel certificates in form. scope and substance satisfactory to Seller, as necessary or appropriate to effect and consummate any such sales or transfers. Buyer will provide to parties designated by Seller such information as may be reasonably required to form a decision to purchase from Seller or to participate with Seller in all or part of the Doan. It is expressly understood by Buyer that the obligations set forth in this Section 28 shall survive and continue r after the Loan Closing throughout the Loan Term. Seller may disclose to such parties any credit or other information concerning Buyer, the Loan or Buyer's performance under the Loan Documents. Buyer shall make all payments and give all notices due bereunder or under any of the Loan Documents to Seller until receipt by Buyer of written notice from Seller to the contrary. 29. Addifl nal ReyMentationN pind.VAMgntit5. All statements contained in any certificate,financial statement,legal opinion or other instrument or document delivered by or on behalf of Buyer or Guarantor pursuant to or in connection with the financing r contemplated by this Addendum shall constitute additional representations and warranties made under this Addendum, the Purchase Agreement and the Loan Documents. 30. Documents Satisfactor rLto Seller. All documents, certificates, insurance policies and other items required under the provision of this Addendum to be executed or delivered to Seller shall be satisfactory to Seller in form,scope and substance. v 31. Ukut Y. 'Ibe parties hereto intend to conform strictly to applicable usury laws. In no event, whether by reason of demand for payment or acceleration of the maturity of the Note or otherwise, shall the interest contracted for, charged or received by Seller hereunder or otherwise exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever,interest would otherwise be payable to Seller in excess of the maximum lawful amount,the interest payable to Seller shall be reduced automatically to the maximum amount permitted under applicable law. If Seller shall ever receive anything of valu-;deemed interest under applicable law that would,apart from this provision,be in excess of the maximum lawful amount, an amount equal to any amount which would have been excessive interest shall be applied to the reduction of the principal amount owing on the Note in the inverse order of its maturity and not to the payment of interest.or if such amount which would have been excessive interest exceeds the unpaid principal balance of the Note, such excess shall be refunded to Buyer. All interest paid or agreed to be paid to Seller shall,to the extent permitted by applicable law,be amortized,prorated,allocated and spread throughout the full stated Loan Term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this Section 31 shall control all existing and future agreements between Buyer and Seller. 32. ND gird Party .BenefiCjaryi Subject to the rights of Seller imd Buyer to transfer or assign their respective interests under the Goan,the Loan Documents,the Purchase Agreement and this Addendum.the provisions of this Addendum are for the benefit of Seller and Buyer alone and not for the benefit of any third party. rr 33. NaA;W, If Buyer fails to satisfy any covenant set forth in this Addendum which constitutes a condition precedent to Sell--es obligations to close the Loan,but Seller nevertheless closes the Loan as an accommodation to Buyer,then such condition shall not be deemed waived and Buyer shall have thirty(30)days from the date of the Loan Closing to satisfy such condition. Buyer's failure to satisfy such condition within said thirty(30)day period shall constitute a default under the Loan Documents. 34. Cicmm. Permits and Authorintions. Buyer shall be responsible for obtaining, at Buyer's own cost and expense, all 0 licenses, permits and authorizations,necessary or appropriate to the operation, management and ownership of the Property. 35. Eortial Releases. Buyer shall obtain Seller's prior written consent to any sale of any portion of the Property(a"Release Parcel") to any third party. Seller shall grant a partial release of such Release Parcel from liens and security interests arising under the Loan Documents only on the following terms and conditions: CALroc WMATME.sdk.rolnc6a Aidada PROPERTY CATALOGM NO.4 aarn�+ B-13 r' 35.1. Seller shall have the lv,.�Mmity to review and approve the agreemerl and sell such Release Parcel and any and all related supporting documents and the opportunity to approve the size, configuration and location of Release Parcel, such approvals to be within Seller's sole and absolute discretion. 35.2. Seller shall have the right to grant the Partial Release in a form and substance reasonably satisfactory to Seiler. 35.3. Buyer shall pay the minimum release price scheduled under, or otherwise required by,the Security Instrument, or otherwise set by Seller. 35.4. Seller shall be provided,at Buyer's sole cost and expense,with an appropriate endorsement to the Mortgagee's Title Policy assuring the continued validity, enforceability and relative priority of the lien on the remaining portions of the Property. r 35.5. Such Release Parcel shall be a separate, distinct and legally transferable parcel pursuant to the provisions of the California Subdivision Map Act(or other applicable law). 35.6. Buyer shall pay ail reasonable, out-of-pocket expenses actually incurred by Seller in connection with the Partial Relc--se, including without limitation,reasonable attorneys fees and costs. r 35.7. Buyer shall satisfy all other requirements reasonably imposed by Seller for such Partial Release. 36. connict with Loan Docum n&. This Addendum supplements the terms and provisions of the Purchase Agreement with respect to the subject matter of this Addendum. However, in the event of any conflict between the terms and provisions of(a) this Addendum and the Purchase Agreement and(b)any of the Loan Documents setting forth the specific terms of the proposed V Seiler Financing or setting forth any specific agreements with respect to same,the terms and provisions of the latter shall control and prevail. w ri W W (Signatures Continued on Next Page) C LIV IN ATM.actke Fimamg USm&= MtOPOtTY CATALDGVE NO,a n�.,d aaxvs+ B-14 IN WITNESS WHEREOF, Buyer and Seller have executed this Addendum as of this!Lday of ly'14'��. 191jand by such execution, Buyer and Seller acknowledge and agree to be bound by the terms of this Add=dum. 'Buyer" 501 tun, Inc., a California corporation By: Printed Name: I-r150 4 � Title:No v � Printed Name: -044 JA ._�1I Title:_ f cc fgmk kr W d r► (Signatures Continued on Next Page) MTEX 14nlAMV@-ScUw rnm&C#Aiw&s PRONSTY CATALOGUE NO.4 PPW."ovzt*# B-15 Yin "Seller" CHARTER SERVICE CORPORATION, a wholly-owned subsidiary of RESOLUTION TRUST CORPORATION as Receiver for CHAPTER SAVINGS BANK, F.A. By. Printed Name: Ktifr /7'4 ff Title: no r r No r MOPEM CATALMUE NO.{ �.a Omm B-16 � 3 ,-..� r Y FIRST AMENDMENT TO PURCHASE AND BALE AGREEMENT (501 Main Street, Huntington Beach) 10 This First Amendment to Purchase and Sale Agreement (this "Amendment") , dated as of September 8, 1994, amends the Purchase and Sale Agreement dated as of March 29, 1993 (the "Agreement") by and between 501 MAIN, INC., a California corporation ("Buyer") , and CHARTER SERVICE CORPORATION, a Wholly-owned subsidiary of i RESOLUTION TRUST CORPORATION as Receiver for Charter Savings Bank, F.S.B., ("Seller") , in regard to the sale of Seller,'s property known as 501 Main Street,_ Huntington Beach, California and more particularly described on Exhibit A to the Agreement (the "Property") . All terms not defined herein shall be defined as under the Agreement. Whereas, Buyer has acknowledged that the Redevelopment Agency of the City of Huntington Beach (the "City") has a Deed of Trust encumbering the Property and has not yet agreed to release and reconvey such Deed of Trust to permit Seller to close the sale with Buyer and convey title to the Property as represented in the Agreement. And whereas, Seller has requested that Buyer agree to extend the Closing Date to permit Seller to obtain approval from the City for the release of the Deed of Trust under terms and conditions acceptable to the City and Seller, and Buyer desires to grant such an extension. Now, therefore, in consideration of the covenants and agreements contained herein, Buyer and Seller have agreed as follows: (1) Closing Date. Buyer and Seller hereby agree to extend ' the Closing Date from September 9, 1994 to October 21, 1994. (2) Confirmation. Buyer acknowledges that the Agreement , remains in full force and effect, except as explicitly amended hereby. F (3) Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. i i Piepuod 9:>l19d CLASI I aitive 1 •lr�;l=F'.�73•'_ tiL'1�ktll�rH iC A11) )N312 A11J Q3A13a.38 No ., t If (4) Alectronic Facsimile. For purposes of this Amendment, the parties hereto agree that facsimile signatures shall have the same effect as original signatures to bind the parties hereto. "SELLER" CHARTER SERVICE CORPORATIOI a wholly-owned subsidiary of RESOLUTION TRUST CORPORATION as Receiver for Charter Savings Bank, F.S.B. By: Name: ah cr••, Title: i "BUYER" 501 MAIM INC. , go a California cor ration B Y: Name: Title: i ' REAMS No_7M256505 Q.ASI kWwive 2 { CA SALES CENTER TEL 714-852-7610 Oct 19 94 15 39 No 009 P 02 1 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (Sol plain Street, Huntington Beach) 1 This Second Amendment to Purchase and sale Agreement (this "Amendment") , dated as of October 17, 1994, amends the Purchase and Sale Agreement dated as of March 29, 1994 (the "Agreement") by and between 301 MAIN, INC. , a California corporation ("Buyer") , and CHARTER SERVICE CORPORATION, a wholly-owned subsidiary of RESOLUTION TRUST CORPORATION as Receiver for Charter savings Bank, P.O.a. , ("Seller") , as amended by 1 that certain First Amendment to Purchase and Sale Agreement dated as of September 8, 1904, in regard to the sale of Seller's property known as 501 Main Street, Huntington Beach, California and more particularly described on Exhibit A to the Agreement (the "Property") All terms not defined herein shall be defined as under the Agreement 1 Whereas, Buyer has requested that Seller agree to extend the Closing Date to permit Buyer additional time to retain outside counsel and Seller desires to grant such an extension Now, therefore, in consideration of the covenants and agreements contained herein, Buyer and Seller have agreed as follows 1 (1) Closing Date Buyer and Seller hereby agree to extend the Closing Date from October 21, 1994 to October 26, 1994 (2) Confirmation. Buyer and Seller acknowledge that the Agreement remains in full force and effect, except as explicitly amended hereby 1 (3) Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument (4) Electronic Facsimile. For purposes of this Amendment, the 1 parties hereto agree that facsimile signatures shall have the same effect as original signatures to bind the parties hereto '1SSLLER11 CHARTER SERVICE CORPORATION 1 a wholly-owned subsidiary of RESOLUTION TRUST CORPORATION as Receiver for Charter Savings Bank, P.O.B. By 1 Name Title (Signatures continued on following page) RWMs No 7o02sUM 1 ftpamd 10/17/91 CLASIISMS" 1 1 CR SALES CENTER TEL 714-852-?610 OCt 19 94 15 40 Na UU3 r UJ (Signature Page to Second Amendment to Purchase and Sale Agreement (501. Main, Inc 3 ) 501 KAZUO IHC., a California corporation By: Name* Title itB�t�No 7Qi256S05 how"10/171" CLMI WOW" G ,1_y N I 1 CERTIFICATION BY PROPOSED PURCHASER i This certification is given in connection with the proposed purchase of certain assets (the "Assets") by the undersigned from the Resolution Trust Corporation ("RTC") in its corporate, receivership, and/or conservatorship capacities. The undersigned hereby certifies as follows: (1) No Default exists with respect to any Obligation of the undersigned or any of its Affiliated Business Entities or any Obligation which was an Obligation of an entity which was an Affiliated Business Entity of the undersigned on or after January 1, 1993. (2) The undersigned has no reason to believe that it is purchasing the Assets on behalf of, or for resale to an entity which would, if it were purchasing the Assets directly, be unable to make the certification in (1) above. (This certification not required from underwriters in an initial offering of securities backed by a pool of assets assembled by RTC.) For purposes of this certification, Obligation means one or more continuing legal claims for payment by the RTC, the Federal Deposit Insurance Corporation ("FDIC"), or the Federal Savings and Loan Insurance Corporation ("FSLIC") in any of their capacities, having an aggregate outstanding amount due of $500,000 or more. A default on an Obligation exists (a) where any payment is 90 or more days past due, or (b) where a final judgments is unsatisfied. An Affiliated Business Entity means a business organization (e.g., a corporation, partnership, etc.) that is controlled by the purchaser, controls the purchaser, or is under common control with the purchaser. Where control of the purchaser rests in an individual, the individual is an Affiliated Business Entity. For purposes of this definition, control exists if an individual or entity, directly or indirectly, individually or acting in concert with others, controls the management or policies of the business organization. i In signing this certification, I represent and warrant that I have the authority to execute this certification on behalf of the undersigned entity. I further certify that the above certification is true and correct. r , LJ-) Proposed Purchaser: 501 MAIN, INC. A California Corporation S i BY: ✓W S'1 N Names LEONARD FELDMAN CC -^= Title: President By: Name: FIAOUL LEVY -`� Titles Vice-President/Secretary Dated: October 28 , 1994 NOTICE: Any purchaser who knowingly or willfully makes false or fraudulent statements or representations in connection with the disclosures or certifications will be referred to the Office of Inspector Ceneral and/or the appropriate law enforcement officials for investigation and legal enforcement, and may be subject to fines and/or imprisonment (18 U.S.C. Sections 1001, 1007, and 1014). No ...................................................... .........................................""....... oWA...it....+w.r... w 1 �' 1 1 1 1 1 1 1 bo RTC STANDARD FORM CONFIDIIVTTALrrY AGREENwNT FOR RMM'%V OF ASSETS THIS RTC STANDARD FORM CONFIDENTIALITY AGREEMENT FOR REVIEW OF ASSETS ("Agreement") is made for the benefit of CHARTER SERVICE CORPORATION a wholly-owned Subsidiary of -the MUK11ON- TRUST- CORPORATION, a0ting in s_.cauacity as Receiver of CHARTER SAVINGS BANK._ F.S.B. and as conservator or receiver of various savings and loan institutions and of subsidiaries of such institutions ("RTC") , by the undersigned party ("Receiving Party ') . NOW, THEREFORE, in consideration of the privileges granted to Receiving Party with respect to receiving certain confidential information, and for other good and valuable consideration, Receiving Party hereby agrees with the RTC as follows: w ,Section 1: Sale of Assets; Confidential Materials. The RTC is considering selling certain assets (individually, "Asset ' and collec- tively, "Assets") . Receiving Party has requested from RTC information for one or more of the Assets ["ProvertyInformation"] , and the RTC is willing to provide Receiving Party with the requested Property Informa- tion for Receiving Party's use; provided that Receiving Party executes and delivers this Agreement as a condition to the release of the Property Information to Receiving Party. The Property Information contains documents, reports and other confidential and/or proprietary information in Seller's possession (collectively, "Confidential Itaterials") with respect to the Asset to which it pertains; as well as information available in public records, information that is or becomes generally available to the public because of release by the RTC or information that must be released pursuant to applicable law or a valid, final judicial or administrative order. Section 2: Inspect iortof_be Confidential Materials. The Confidential Materials shall be received for use by the Receiving Party only in accordance with the following procedures: (a) The Receiving Party shall keep the Confidential Materials confiden- tial and shall use the Confidential Materials solely for the purposes of (i) evaluating the availability of the Asset for purchase, and/or (ii) interesting a prospective buyer in one of the Assets, and for no other purposes. Receiving Party shall not disclose the Confidential Materials to any person other than directors, officers, partners, employees, agents, contractors, advisors, and clients of Receiving Parties or its affiliates (collectively, "Representatives") , and may only disclose the Confidential Materials to Representatives as a "need to know" basis. Prior to receipt of any Confidential Materials, Receiving Party shall require its Representatives to agree to be bound by the terms of this Agreement. Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives or by and other party receiving Confidential materials from or through Receiving Party. (b) NeitherC ei ng F4 ty nor its Representatives shall make any reproduction on de is (Materials other than handwritten summaries •j1Z73111,173 l�kliltnli V�37.. x11J a3Ai3334 r or notes or self-generated computer records) except for the express purposes of evaluating a Asset for purchase or interesting a prospective buyer in such Asset. Sectign 2.: No Representations or_ Warrantieg. Receiving Party acknowl- edges and understands that the Property Information may have been prepared by parties other than the RTC and that the RTC makes no representation or warranty whatsoever, express or implied, with respect to the content, completeness or accuracy of the Property Information. Receiving Party hereby releases the RTC acting in its corporate or any other capacity, and RTC's agents, employees, contractors, officers, directors, and representatives, from all claims, demands, causes of action, losses, damages, liabilities, costs or expenses (including attorneys' fees whether suit is instituted or not) asserted against or incurred by Receiving Party by reason of the Property Information. Section q: Indemnification. Receiving Party shall defend, indemnify and hold harmless the RTC from and against any and all claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees, whether suit is instituted or not) (collectively, "Claims") asserted against or incurred by the RTC as a result of any violation of, or failure to comply with, the provisions of this Agreement by Receiving Party or its Representatives. Section _5: Default. If the RTC determines that Receiving Party has defaulted under or has breached any provision of this Agreement, the RTC r-ay, in its sole and absolute discretion, refuse to consider an offer to purchase from Receiving Party (or any client of Receiving Party) on any Asset or to allow Receiving Party to purchase any assets offered for sale by the RTC. The RTC may also notify the Federal Deposit Insurance Corporation of Receiving Party's breach or default. The rights and remedies described in this Section 5 shall be available in addition to, not in lieu of, any other legal or equitable right or remedy to which the RTC is entitled on account of Receiving Party's default of any of %0 the provisions of this Agreement, including, without limitation, the seeking of an injunction to prevent breaches of this Agreement and an order compelling specific performance of this Agreement. The RTC shall not be deemed to have waived any of its rights or remedies on account of its failure, delay or forbearance in exercising any such right or remedy in a particular instance. *4 S 6: cgs. All notices, waivers, demands, requests or other communications required or permitted by this Agreement (collectively, "Notices") , shall be in writing, properly addressed and shall be effective upon delivery (a) by personal delivery, (b) by established overnight commercial courier with delivery charges prepaid or duly charged, or (c) by registered or certified mail, return receipt requested, first class postage prepaid. If to the RTC: CHARTER SERVICE CORPORATION, c/o RESOLUTION TRUST CORPORATION r, ATTN: Mr. Henry Pefia, Project Manager Sales Center, First Floor - East Tower Newport Beach, California 92660 2 r With copy to: RESOLUTION TRUST CORPORATION ATTN: Neil B. Van winkle Assistant General Counsel Legal Division, Fifth Floor - East Tower Newport Beach, California 92660 If to Receiving Party: W 501 MAIN, INC. A California Corporation c/o Mr. Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, CA 90401 $ttgntion: Shaoul J. Levy, Secretary or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, by Notice given to the others in the manner provided in this Section 6. kertion_ 7: Lectal_ Reguirements. Receiving Party acknowledges that (i) the Confidential Materials are subject to the confidentially provisions of 12 C.F.R. Part 309 and may contain customer information subject to the Right to Financial Privacy Act, and (ii) any unauthorized use of the Confidential Materials may result in the imposition of criminal penalties under 18 U.S.C. Section 641. Set ion 8: termination. The restrictions in this Agreement shall terminate upon the purchase of any Asset by Receiving Party, solely with respect to the Asset acquired. Regardless of any purchase, however, any claim by the RTC based on (a) a breach of or default under any provision of this Agreement or (b) the indemnification in Section 4, which claim arose from events occurring prior to such purchase shall not be extinguished unless waived by the RTC in writing. The terms and conditions of this Agreement shall remain in full force and effect indefinitely with respect to any Assets not acquired by Receiving Party. Section 9: Entire Agreement: Counterparts. (a) This Agreement represents the entire agreement between Receiving Party and the RTC relating to the receipt and use of any Confidential Materials Receiving Party may have obtained whether prior to or after the execution of this Agreement. (b) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Section 1Q: Reliance a s AgentsLoan Sales dv so s and similar Parties. All Managing Agents, loan sales advisors, employees, w contractors or other representatives of the RTC shall be authorized to accept a copy of this Agreement executed by Receiving Party as a basis 3 i for allowing Receiving Party or its Representatives to receive the Confidential Materials. 10 I11 WITNESS WHEREOF, the Receiving Party has signed and delivered this Agreement as its own free act and deed. WITNESS: RECEIVING PARTY: 501 MAIN, INC. By. J!5 960'A A3- Name: L ONARD FELDMAN Title: President Igo By. Name: SHAOUL LEVY Title: Vice-President/Secretary 0 r �r w 4 I 1 1 w QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO A PROFESSIONAL CCRPDRA'nON tt /� RICNAFD K. DVAN ATTORNEYS AT LAW OC\ L MAIM P. SCHOLTZ ARTHUR 0. COHEH 777 SOUTH FIGUERDA STREET EILEEN KURAHASHI THIRTY-EIGHTH FLOOR O `- FACSIMILE RiCHAFD P. YANG 1 2 1 3/8 8 2.7 5 8 7 RONALO M. HIRANO LOS ANGELES. CALIFORNIA 90017.2513 ELAINE J. FONG TELEPHONE 2131892.7550 Writer's Diet Did No. 2 1 312 t 2- M Rely.Rdr Te N 12177 October 19, 1994 CLOSING INSTRUCTIONS - SELLER FINANCED SALE - IMPROVED FEE 'VIA FACSI111ILE_[7]4/835-05131 Commonwealth Land Title Company 200 West Santa Ana Boulevard Santa Ana, California 92701 60 Attention: Ms. BONNIE FISH, Escrow Officer Re: SL-7251/Charter Savings Bank Newport Beach, California - In Receivership (6/15/90) Charter Service Corporation. 501 Main Street, Huntington Beach, CA 92648. RTCL #8400/40L. Commonwealth Escrow No. 22104 Title Order No. 701693- Dcar Ms. Fish: The firm captioned above acts as outside counsel ("Outside Counsel") to harter-5ervige Colporation, a wholly-owned Subsidiary of the Resolution Trust Corporation,in its capacity as Receiver for Charter Savings Bink, F.S.D. ("Seiler"), in connection with the seller-financed sale of the real property referenced (the "Property")above. Outside Counsel is providing you with the following instructions(these "Closing Instruc- tions") which you must strictly and completely follow in the closing of this seller-financed sale. Pt!rchase and Sale Documentation. You have received or should be receiving executed originals, together with copies thereof, all as indicated rw below, of the following purchase and sale documentation in connection with this seller-financed sale: 1. Purchase and Sale Agreement, dated as of March 29. 1994, by and between Seller and 501 MAIN, INC., a California Corporation ("Buyer"); (One OriginallCopy) r w Sq, 41] LZ tt S1 'LrI Califomia Standard Form :!IU Cktw4 Instructions(Implored Cmummial Property) Prrpared 02112193 11 3'• All) CI P-M R! r QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 2 Attention: Ms. Bonnie Fish, Escrow Officer October 19, 1994 2. Any and all escrow and other amendments to the purchase and sale agreement, including those dated as of September 8. 1994 and Qetober 17,_1994. (One Original/Copy) You shall close this seller-financed sale in accordance with the terms and conditions of the foregoing purchase and sale documentation (collectively, the "Purchase Agreement"). Closine Dgguments. You have received, or shall be receiving, the following executed, original seller financing and closing documents (collectively, the "Closing Documents"), together with copies thereof, all as indicated below: 1. RTC Note (California), with Rider to Note (the "Note"); (One Original) 2. Deed of Trust, Assignment of Rents and Security Agreement (California), with Rider to Deed of Trust (the "Deed Of Trust"); (One Original) W 3. RTC Assignment of leases, Rents, and Profits, with Rider to Assignment (the "Collateral Assignment"); (One Original) 4. Conditional Assignment of Management Agreement [as applicable]; (One Original) 5. Environmental Indemnity; (One Original) +r 6. Buyer's/Guarantor's Certification; (One Original) 7. RTC California Grant Deed (the "Deed"); (One Original) 'W 8. Bill of Sale (the "Bill of Sale"); (One Original) 9_ Assignment and Assumption Agreement (Intangible Property) (the "Assignment Agreement"); (One Original) %0 California Standard form closint Inatry UMS(Improved commercial Property) Prep"02112/93 QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 3 Avention: Ms. Bonnie Fish, Escrow Officer r October 19, 1994 10. Seller's Certificate Re: Representations and Warranties; (One Original) r 11. Buyer's Certificate Re: Representations and Warranties; (One Original) 12. Certification by Proposed Purchaser; (One Original) bo 13. RTC Affidavit; (One Original) 14. Certification by Proposed Purchaser to Comply With CFR; (One Original) 10 15. Certification of Nonforeign Status by Buyer; (One Original) 16. Assignment and Transfer of Interests (to Redevelopment Agency] Pursuant to Loan Participation %0 Agreement ("RTC Assignment/Transfer to RDA"); (One Original) All of the Closing Documents are being delivered to you in escrow and you shall not release or record any Closing Document except as provided in these instructions. 4W Settlement Statement. You must prepare an estimated settlement or closing statement (the "Settlement Statement") for this sale, as of the projected closing date, in accordance with the terms of the Purchase Agreement, based upon the real estate tax, rental, security deposit, broker's commission and other information provided to you by Seller. Upon completion of the Statement please fax it to the following parties for review and approval: (a)the Asset Manager, (b) the RTC Negotiator (c) Outside Counsel and (d) Buyer. Once the Settlement Statement is in a form acceptable to Seller, the RTC Negotiator will forward the Settlement Statement, executed by the Seller, to you by return fax. Completion f Blankso Accuragy of-Legal D i in. Please date the Note, Deed of Trust, Collateral Assignment, Deed, Bill of Sale, Assignment Agreement and RTC Assignment/Transfer to RDA (Closing Documents - Item Nos. 1, 2, 3, 7, 8, 9 and 16) as of the date +�+ of the Closing. Also please insert the maturity date (i.e., the day immediately prior to the Seventh California Standard Form C"Iming butnxeiam(i pored Ca=wmiml Progeny) Prepared M112N3 +Wi No QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 4 Attention: Ms. Bonnie Fish, Escrow Officer No October 19, 1994 anniversary of the date of the Note) and the first payment date (i.e., the first day of the second full month following the closing)on page 2 of the Note. If,however, the County Recorder will not record a document NO dated after the date upon which it was notarized,the please date such documents the date(s)upon which such documents were notarized. You must also ascertain that all exhibits referred to in each document are attached to such document, and that the legal description of the Property, which is attached as an exhibit to th-- Deed, Deed of Trust, and certain other documents, will be set forth identical to that set forth in the Lender's Policy and is otherwise true, accurate and complete. Closing Reguirements. Once you have accomplished the matters set forth above, you shall take no further steps until all of the following items have been received or confirmed by you: I. You have received written confirmation from Outside Counsel that all conditions to Closing have been fulfilled, otherwise satisfied or waived, including without limitation, (a) Outside Counsel's review and approval of Buyer's counsel's Opinion Letter, (b) [omitted], (c) Seller's review and approval of the Settlement Statement, (d) Seller's review and approval of the Buyer's Certificate of Property Insurance,and (e) Seller's review and approval of the Title Insurance Commitment for the Lender's Policy of Title Insurance, together with any requested endorsements. 2. You are in possession of the "Deposit" (as defined, and in the amount set forth, in the Purchase Agreement), together with all accrued, unpaid interest thereon, unless both Buyer and Seller have agreed through written instructions to an earlier release of such Deposit to Seller. 3. You have received from the Buyer, in current and immediately available funds (U.S.), the entire "Cash Portion of the Purchase Price" (as defined and in the amount set forth in the Purchase Agreement), after crediting the amount of the Deposit, together with all other sums due from the Buyer as shown on the Settlement Statement. w 4. You are in a position and have been unconditionally authorized by the Buyer to make immediate disbursement of funds in accordance with the Settlement Statement. 5. You are in a position to issue immediately to the Seller, on behalf of the Title Company, a final lender's policy of title insurance (the "Lender's Policy") insuring that the Deed of Trust will constitute a valid and subsisting first lien against the Property, subject only to the exceptions shown in Paragraph entitled "Policy Exceptions" and meeting all of the requirements set forth in Schedule "A" entitled "Insurance Requirements." V Gliforaia standard Form Cioain;Imauctions(Improved Commeeial Property) Prepared 02/12/93 11� r QUAN, COHEN, KURAHASHt, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page S Attention: Ms. Bonnie Fish, Escrow Officer ✓ October 19, 1994 Poly. Exceptions. r The Lender's Policy shall insure the validity and first priority of the lien of the Deed of Trust, subject only to the following exceptions described in that certain Preliminary Title Report, bearing Order No. l -P, dated effective as of March 29, 199 , and issued by the Title Insurer (the "Report"): Those matters designated in the Report, Schedule B, pages 4-7, as Items A, B, 1 through 4, and 6 through 10, inclusively, thereon. The following exceptions appearing in the Report shall be deleted: Those matters designated in the Report, Schedule B, pages 5-6, as Item 5 thereof; larovidtd, that Item 5 may be paid off or otherwise released through but no later than w► the close of Escrow. The policy shall otherwise comply with all of the requirements set forth on Exhibit "A" attached to this letter and incorporated herein by reference as if set forth in full. Cloche aocedures. Oice you have received or confirmed the matters set forth in Paragraph "QQ3ine Requirements" above, and are otherwise in a position to close this sale in accordance with these Closing Instructions,you shall proceed as follows: 1. You shall immediately record all documents requiring recordation in the following order: 1.1. The Deed (Item No. 7); rr 1.2. The Deed of Trust (Item No. 2); 1.3. The Collateral Assignment (Item No. 3); and, 1.4. The RTC Assignment/Transfer to RDA (Item No. 16). wd 2. When recording such documents, you must obtain from the receiving clerk a conformed clerk stamped copy of each such recorded document. 3. When recording is complete, please call Outside Counsel to confirm the recording W C.lif=4 Stw&rd Farm Ck*4 tnAmAiws(4nproved Commneiul Prupeny) Prgmmd 02/12193 %0 QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 6 Attention: Ms. Bonnie Fish, Escrow Officer October 19, 1994 4. If you or the Title Insurer is paying on behalf of Seller: (i) penalties for any delinquent taxes or (ii) taxes, assessments or interest thereon that do not constitute ad valorem real property taxes (unless the RTC is acting in its capacity as conservator), then the payment to the taxing authority must indicate that such payment is being made under protest. In this situation, the following statement must accompany all payments made under protest: "The RTC asserts that, pursuant to 12 U.S.C. §144la(g) or §1825, that the RTC in its corpo- ratelreceivership capacity is immune from Lhe Venaltyflea) n l r 'n rest assessed for delinguenly w real-estate x in ludin harged for tax years 1 2- imposed by the Statef California and c 1�1_ected_by the Counht -Of Orange (collectively, "Penalty"). In order to close the subject transaction expeditiously, CHARTER SERVICE CQREQRATION, a w II t+vrt idia The RTC as Receiver for Charter Savings Bank,through its escrow agent,Commonwealth Land Title Qmpany, hereby pays said anal anally under protest, specifically reserving the right to claim a refund NO of all such amounts rendered, including interest and costs incurred in recovering said amounts, through appropriate legal proceedings. The right to claim a refund is reserved to the RTC in any of its capacities, its successors, and assigns." Po5j !Qlosing Di5bursementl. 1. Within one (1) business day following recordation: 1.1. You shall disburse to Outside Counsel through a single escrow account check payable to the order of MIDLAND LOAN SERVICES,210 West loth Street, P.O. Box 419158,Kansas City,MO 64141- �` 6158, the aggregate of all amounts for prepaid interest and tar and insurance impounds; 1.2. You shall disburse to Outside Counsel through a separate check payable to the order of MIDLAND LOAN SERVICES any amount shown on the Settlement Statement as a deposit to a post closing escrow (e.g., Capital Improvement Escrow, Replacement Reserve, Remediation Escrow); W 1.3. You shall disburse all remaining net proceeds owing to Seller under the approved Settlement Statement by wire transfer or your check, as further instructed by Seller. You must also provide written evidence of such wire-transfer or check-payment to Outside Counsel. 1.4. You shall transmit via facsimile transmission to the Underwriter, GRAIMIG Joint Venture, Attention: Ms, Mercedes C. Morelia, Underwriter [407/820-1337], copies of the Final Buyer & Seller Settlement Statements. Mfomia Standard Form Cloak Itwxwedom(Improved Cemmemw Property) Prepared C2JI2193 1V i QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 7 Attention: Ms. Bonnie Fish, Escrow Officer No October 19, 1994 2. Within two (2) business days following recordation: No 2.1. You shall deliver, by commercial overnight courier, to Outside Counsel, at the address captioned above: 2.1.1. [omitted]; 2.1.2. the original Note; 40 2.1.3. a conformed copy of each recordable document; 2.1.4. an original of each other Closing Document, except nos. 7. & 9 & 16; and, V 2.1.5. an original or certified copy of the Settlement Statement. 2.2. Following delivery of documents to Outside Counsel, as prescribed above, you may deliver to Buyer, such originals, conformed and other copies, in such time place and manner as Buyer may request. w 3. The Title Insurer shall be deemed to have issued the Lender's Policy, as described above, concurrently with the recordation of the Deed of Trust and such recordation constitutes the Title Insurer's agreement to deliver such Lender's Policy, in printed form, to Outside Counsel within fifteen business (15) days following the closing. Modification of Closinsi_IMInictions. to These instructions may not be modified or waived in any respect except by a written instrument executed by Outside Counsel or the Seller referring expressly and with particularity to these Closing Instructions. Please acknowledge your receipt of this letter and your agreement to comply with these Closing Instructions by executing and dating the enclosed copy of this letter where indicated and returning the same to me. Very truly yours, QUAN, COVEN, KURAIIASIII, YANG, SCIIOLTZ & IIIRANO ---(DRICIIA D P. YANG c.1: Mr, Randy Herman & Ms. Melina Magee, RTC/Sales Center [Charter Service/Savings Bank] Ms. Kendall Flagg-Kunert, Esq., RTC/Legal Division C&ornia Standard Form C106iot Inttn)WO,(Lnprwod ConunerCial ProptM) Pxparod W12193 +MV i QUAN, COHEN, KURAHASHI, YANG, SCHOtTZ & HIRANO Commonwealth Land Title Company Page 8 Attention: Ms. Bonnie ash, Escrow Officer October 19, 1994 ACCEPTANCE OF ESCROW AGENT AND TITLE INSURER M COMMONWEAL111 LAND TITLE COMPANY, as escrow agent and as title insurer, by its authorized representative named below,acknowledges receipt and acceptance of the foregoing Closing Instructions fetter an3 agrees to comply strictly with such Closing Instructions. Commonw'ealth Land Title C y By: Name: Ms. BONNIE FIS , ow Officer Its Authorized Representative v Date: October x , 1994 �r w c1110MiA swnaW POFM elmuig tan uoas(lm raved Comm itial Property) Prep OV12193 Wr' r QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 9 Attention: his. Bonnie Fish, Escrow Officer October 19, 1994 SCIIEDULE "A" TITLE INSURANCE REQUIREMENTS r 1. Title Commitment and Policy. Buyer has ordered from you, as title insurer (the "Title Insurer"), a title commitment for a mortgagee's policy of title insurance (the "Lender's Policy") meeting the standards set out in this Schedule "A." Buyer shall bear the cost and expense of the Lender's Policy. Standards: No The maximum single risk assumed by any single insurer shall not exceed mviaty-five percent (25%) of such insurer's GAAP capital, surplus and general reserves,taken in the aggregate. In the event of multiple insurers,Seller reserves the right to require reinsurance arrangements or co-insurance with other acceptable title insurance companies. In the event of reinsurance W or co-insurance, Seller may also require Direct Access Agreements. Each Lender's Policy must be written by a recognized insurer authorized to do business in the jurisdiction where the Property is located. The amount of the Lender's Policy shall be equal to at least the original principal amount shown on the Note, The Lender's Policy must name: "Charter Service Corporation, a wholly-owned Subsidiary of the Resolution Trust Corporation, as Receiver for Charter Savings Bank, f.s.b., its successors and assigns", as the insured in Schedule A to the Lender's Policy. W The Lender's Policy must be written on the current standard American Land Title Association (ALTA) loan policy form or a similar form pre-approved by Seller. Seller will accept an endorsement in the form of California Land Title Association (CLTA) 104 or an equivalent endorsement providing the same coverage as CLTA 104; Seller will not accept irr CLTA 104.1. Seller will accept the 1970 ALTA form of Lender's Policy, or the current standard ALTA form of loan title insurance policy, provided that an acceptable Environmental Protection Lien Endorsement is attached. Seller will accept ALTA Form 8.1 (or the previously issued Iw ALTA Form 8). Part (b) of ALTA Form 8.1 (or the previously issued ALTA Form 8) may take exception only for specific state statutes providing for environmental protection liens which might take priority over the Deed of Trust. Title Insurer must delete any and all standard exceptions for tenants in possession under unrecorded leases, for mechanics' liens and for items shown by a current survey. swo California SuAdard Form Closing Luuuctians(Improved Cw"rcial Property? Frwa i 02/12193 %0 ' I QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 10 Autntion: Ms. Bonnie Fish, Escrow Officer 0 October 19, 1994 The effective date of the Lender's Policy must be as of the date (and time, where available) of recording of the Deed of Trust. If there are any specific survey exceptions reflected in the Lender's Policy (e.g., encroach- ments, projections), Title Insurer must issue affirmative insurance, if available, against loss or damage resulting from the excepted statement of facts. If the Lender's Policy includes any exception for taxes, assessments or other lienable items, it must insure that such taxes, assessments or items are not yet due and payable. All liens, encumbrances, conditions, restrictions or easements of record must be shown on the Lender's Policy, except for any such matter of record (such as a racially restrictive cove- nant) that is legally unenforceable. + A Restrictions, Encroachments, Minerals Endorsement (ALTA Form 9) or an equivalent comprehensive endorsement must be included in the Lender's Policy. If ALTA Form 9 is not available and if there are Schedule B -Part I exceptions to easements + or rights of way, the Lender's Policy must provide affirmative insurance that there are no encroachments by any improvement onto the easements or rights-of-way, or provide affirmative insurance against loss or damage resulting from such encroachment(s). If ALTA Form 9 is not available and if there are Schedule B- Part I exceptions to covenants, conditions and/or restrictions,the Lender's Policy must insure that said covenants,conditions + and restrictions have not been violated and any future violation will not result in a forfeiture or reversion of title. Title Insurer shall issue an endorsement insuring that the Property has direct access to, and abuts, a public street. Title Insurer shall issue a Usury Endorsement. Seller will determine the acceptability of any Schedule B, Part I exceptions (that are excluded from coverage even though an ALTA Form 9 endorsement, or special endorsement(s) as set + out above, have been issued) for (i) encroachments onto the Property or onto easements or rights of way excepted in the Lender's Policy, or encroachments by the improvements on the Property onto adjoining land, (ii) violations of existing covenants, conditions or restrictions, or (iii) other adverse circumstances. Cah'=U swrd.rd Fo m CUing laawfiow(Improved Co=caial Propenr) r i QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 11 Attention: Ms. Bonnie Fish, Escrow Officer October 19, 1994 Any appurtenant easements (such as access or utility easements) necessary to the operation of the Property should be affirmatively insured by the Lender's Policy as part of the insured description. If Schedule B, Part I indicates the presence of any easements that are not specifically located, the Lender's Policy shall provide affirmative insurance against any loss resulting from a conflict with the current use of the property or improvements or a diminution in value of the improvements due to the easement holder's exercise of such right to use or maintain that easement. The Lender's Policy also must include an endorsement designating the location of the improvements and the land location. Seller will accept CLTA Form 116 or an equivalent form for this purpose. The Lender's Policy must include as an informational note to Schedule A the recorded plat number (and recording information), if any, and the tax assessor parcel number(s), as applicable, for the Property, if such numbers are available in the jurisdiction in which the Property is located. Financing statements showing Seller as secured party must be shown on Schedule B, Part II, and must not be listed as exceptions on Schedule B, Part I. Any recorded assignment of leases that provides collateral for the Loan must be shown on Schedule B, Part II, and must not be listed as an exception on Schedule B, Part I. W If the 1987 ALTA form policy, or any policy form containing similar arbitration provisions is used, the Title Insurer must agree that the compulsory arbitration provisions of the Lender's Policy do not apply to any claims by or on behalf of the Seller. Seller will make this arrangement directly with the Title Insurer. rr r.► rr CZfo n6 Sua&a Fmm cbaiog Insuv 60"(Improved CWWWMW prop") propamd OV17B3 +rr IRVINE—SALES—CENTER TEL:714-852-7611 Oct 28 94 8:51 No .002 P .05 to/sent os:ee FAX as Its ea/ VAaor'Vm.'tth ._.RLL • VVV ry.�'l�rf�M� �t��t•�a.tt�1rR ahmemb\CA P&M 29MOW ANUND M"r fgcrew No. t 21I04 pate: October Les, IW t:scre"Officer: ll,"ia fill TO: "013MYEAL131 LAND ME COi W fb prwloa Instructions IN tM above numbered escrow lore hereby mWItled and/or supplanted to tho following Particulars only: THIS ANDOPT SUPEACEDES AND DELETES IN M EIITIRETY AHIENO1W DAM 10/20t94. ' 1. LEASES a LEASE M RATIONS. bQvr Wreby acimmledpes that all lease agreements have been recoiled wW appmed ottside of escrow. ewer and U114r NrAy actAeulw" that whops •t• WA or ken got Paid Octawr rent mad Escrow Holier Is autherised said tastructmd not to presto at the close of oserow. be eeliftion of rods and rs;{a of aiq� de alt ti►at si be On Bhmer or Seller sh4l be Asmlod outside eT this eatrm and Escrow holder weed mot be htrtMr cane. . Halt •N* hes gold root for October to Seller aced Escrow holder shall ppr*rsto aecordiwgly at the close of *screw as a credit to the Buyer and a �ob1t to Seller fm clog* of escrow to November 1, im. 2. SEW ITY MMITS. 31AWr and Seller hereby of."A01ad0e flat the amount of Is authorizedstosdebittttM Sly all old by Seller clredits the.thhe egyarosold�suun at the tiescrow @ otor •screw. 3. SERVICE CWTLWTS. War Mr*by aclaawl s that all service contracts have been recei" and approved outside of ascrowegardllss of Buyer continuing or not ceetinV cep the service contracts Seller hu laidd all services for the moth of ow October and Escr holder Is wUerized to prorate acc*rdlegly at the close of escrow. • d. COMUD11CIES. War and 3e11er kgroby acknowle4a as evidenced by sJg*aturas I' raln that 411 camtlapancles of this tex have be satisfied and upon Escrow Holder's malpt of Wysr's final d s� and $ellares en vrittew •ora*n Llpht• letter, Cscrow "older is aetherized to rwwd all docuaemts. e. I1ttIJIIAIICE. Seiler hereby uk erlodm they haw approved the evidence of iesmus from Wirer. Buyer and Sailer hereby 4groe that the prealma do for insarawmi If any. shall be paid wtgida of aserar ow by Bayer and Escr Holder need Aot 1;* tomerood vitk molviol 041or approviq tha evidence of lasmranu or tM paid receipt. Seller states that all Imserance reserves that my k due Seller skall be a cw4arn solely between Dwyer a" Seller eatsido of this escrow. Escrow holder *Nod Mt be ce"orwed with She cellectiea of uyr lesursoce reserves at the close of escrow. i. FACS IM1 tE S IU 1IISTlIf1CT IOM;r In ilia went tear and Seller rttlizt •hctisl3e' transmitted sio+ied documou. km ae�d Seller_ harift agree to a . mad Instrut, Escrow Holder to rely aeon, such docarwats me if Vy bore willm sigutwes. Bluer and Seller hereby ackne wl * and m�ree to pnrlda 1Q Escrow Iblder ri�ir+ JZ-h ours of transalss ca. such documents Hari the orlilnaI slynatme. $War ad feller ft+rther ackn*wlodg* and agree that is Mcestory for recorfihq with coo*-Orll1041 ar,colmile) It "Mites Nil g;taacri tea far recordta�g by the tnp tie alas s S6a 4{� �z h 6E IT . '31l'r7'�13:3'� H'11�H:Lfi�11i aC AM .C.3333 Atli a3A133P. IRVINE—SALES—CENTER TEL 714-852-7611 Oct 28 94 8 51 No 002 P 06 161:4ied so of colauN*KA:TH iyvva ESCUM SMMNM/SUPPLEMENT (continued) Date : October 25, 1194 Escrow No : 12104 7 LETTER OF CREDIT Bmr hereby acknowledges that b@fere the close of @scram, a Letter of Credit snit be handed to seller or Escrow Holder for seller's ��ppprovsl focopy of sold dlor ett Kith Silber eposited into escrow and the original shall be B DEPOSIT BY CITY OF NUNTINCTON KACB seller hereby acknowledges and sp roros s deposit made bar the City of Huntington Beach is the Mount of $8,511 6B 1A bf credited to Seller's account at the close of @screw All other terms and conditions not in direct conflict with the foregoing remain unchaagod BUYERS) SIGNATURE(S): Sol Nei" Inc ■ California Corporation BY :wG-r2l V rr w� Slump) SIGNATURES) Resolution Trust Co ration as Receiver for Charter savings Bank, F S B BY XMITMe BY Wm—qTTtw- Each of the above - signed states he has road the foregoing instructions and understands and agress to than IRVINE-SALES-[ENTER TEL:714-852-7611 Oct 28 94 8 :50 No .002 P.04 Molssets eras W" sis 440 utr uwauesau —%= � 7. fYLNLBud B1rd..12ch PkuLQFnftCA 91M _..— FAt noted&rytr's Scnkmed Stxwmetlt boom Na: 22104 r "r: $01 Haim Inc.. 0 Caittorofe Corporetlon C/o Sheoul J. Levy ►royert,y: $01 claim Street. Nuetinitoe doseh, Calltornta Lsum ofYierrz ieMl• Flat+ We: Ottobor 18, 11 4 pG1T CJ<E0R r TOTAL COIQI MT10li jua 000.00 17frtb tax 5:301.40�rmy Foss 3,50 .00 =sbil war 4Mof 11: . "MATlalli COUNTY TAXES Fra 10/111H To 01/01/16 1,740.1E lIRE1t>:il Frei 10/311" To 31/011% 178.51 SERVICE COlfT14M./P0, OCT. 8T Frog 20111/14 To 13/01/94 24.11 SECURITY 11ENOSITS 5.853.05 RMS/tA10 TO SEtL.1hit N f;w 10/3104 To 11/01/54 105.6% Flu SMLE1M7rT_ &ARC( tylAwa 00.00 ESSTT. Sm Sa 200.00 LE)DER'S C01f£RAOt 738.00 Rows $s ntEt fiElt IGEt R teerrd T"" 100.0000 Nile. 100.00 AD0I710114 CHUMS >'Um FOR ES1 IMTION 1,000.00 R FIFT WE FROM WO 1r,N0.t0 sBiJ,iN.fO jN13,1!l.10 KEAD;MlM AND Pa_.mac It�j IRVINE—SALES—CENTER/ss ai ELru:1: a8y 27611 W is Oct 28 94 8 50 No 002 P 03 IV/zvAM k9042 CmrrVIlNWth Lwnd Me Compen am N. BMW Blvd . 121b afft. CA 91203 Estmated Seller's Setflement Statement Beaow No 22104 Seller Trust Corp as Receiver for Charter Sav Property 501 Main Street. Huntington Beach, California Escrow Officer Bonnie Flab Date October E6, 1994 DEBIT CREDIT TOTAL CONSIDERATION SM1000 00 (7) monntrh Taa�x Reserve 5,309 50 teeeCITY OF HUNTINGTON BEACH (tor 1C1C) 8,5511 0000 SEVER FINANCING 779,000 OD Pan's 001R11S=ION Cewission Cushman 1 Wakefield 14,350 00 Coaaission Henry Danpour 14,350 00 PRORATIONS MOM TAXES Fray 10/31/94 To 01/01/95 1.746 16 INTEREST Fran 10/31/94 To 11/01 14 178 U SERVICE CONTRACTS /PO OCT BY SELL From 10/31/94 To 11/O1/94 24 72 REENTS/PAIDE OSSELL /Unit H From 10/31/94 To 11/01/94 5'105 6S ESCROW TITLE CNA KS SETTLEMENT CHARGE 550 00 Est Express M1 Fee 50 00 OWNER'S COVERAGE 1,320 00 RECORDI119 FEES TRANSFER TAUS CITY/COUNTY 51 (DEED) (patd under protest) 9D2 00 ADDITimiAL CHARGES TAX RESERVES/PREPAID INTERES Midland loan Services 6,360 62 Title Search Cownwealth 1,6000 Credit for Title Search -600 00 PROCUM D11E KLLER 15,910 Be $939,271 90 :8391271 90 RUd, RIMED ts�' �it b�:�i► V�w� h Escrow No: 22104 (Bonnie Fish) Date: October 28, 1994 Property: 501 Main Sty Hunlington SELLER's SEPARATE INSTRUC11ON5 TO: EscrowhoIder -- These constitute separate instructions of Seller pertaining to your handling and recording of the instruments govering the further transfer and assignment of the documentation covering Seller's secured loan and mortgage transaction with the Buyer. The parties through Seller have deposited into this Escrow that certain Assignment of Deed of Trust and Assignment of_Rents and_Securi(X Agreement and Rider toIk d or Trust, among the package of documents also deposited with you. 01 When and only when you are ready, willing and able to effectuate the Close of Escrow, and at the Closing,you are instructed to er cord ibis 9mtrument immediately followin lation of the Deed.of Trust (and Rider thergto) and fg other Securily instruments related thereto, including without limitation the Assignment of Leases, Rents & Profits and UCC-1 [For Recording]. CHARTER SERVICES CORPORATION, A Wholly-Owned Subsidiary of THE RESOLUTION TRUST CORPORATION, As Receiver for Charter Savings Bank J By: Name: Title: w APPROVED AND-ACCEPTED: 501 MAIN, INC. A California Corporation By: --u ,�,P By: .� Name: Name: S • CF4 Title: _ �� Title: 'te J 1 � 1� F RECORDING REQUESTED BY Commonwealth Land Title Company IOC # 94-061n108 200 West Santa Ana Boulevard 01-t4OV-1994 08 0' t- Santa Ana, CA 92701 Attn ) ecardL-i in Official NPror3 WHEN RECORDED MAIL TO ) cf Or.im UdltY talifur, it J; t 501 MAIN, INC ' o f vranch a unto Recur,2r c/o Mr Shaoul J Levy of 7 Td*% S +� �r y 100 Wilshire Boulevard, Suite 1230 ) at Santa Monica, CA 90401 Attn Shaoul J Levy, V P /Sectry ) ) t MAIL TAX STATEMENTS TO ) ", 501 Main, Inc ) c/o Mr Shaoul J Levy ) k„ t 100 Wilshire Boulevard, Suite 1230 ) Santa Monica, CA 90401 ) Attn Shaoul J Levy, V P /Sectry ) r Title Order No 701693-P ) ' Escrow No 22104 ) Oe 694 (space above this line for recorder a use) ID RTC CALIFORNIA GRANT DEED This RTC CALIFORNIA GRANT DEED is made this 28th day of October, 1994, by CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of the RESOLUTION TRUST CORPORATION, solely in its capacity as Receiver for Charter Savings Bank, F 8 B , whose address is 4000 MacArthur Boulevard, Newport Beach, CA 92660, as GRANTOR, to 501 MAIN, INC , a California Corporation, whose address is c/o Mr Shaoul J Levy, 100 Wilshire Boulevard, Suite 1230, Santa Monica, CA 90401 (Attention Mr Shaoul J Levy, Vice-President/Secretary), as GRANTEE WITNESS that Grantor, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, grants'to Grantee the real property located in the City of Huntington Beach, in the County of Orange, in the State of California and more particularly described in Exhibit "A" attached hereto, together with all tenements, hereditaments and appurtenances thereto, subject to current real property taxes, zoning and other governmental restrictions, and all covenants, �+ conditions, restrictions, easements, reservations, rights-of-way and other matters of record ! n Grantor hereby covenants with Grantee that Grantor will forever defend Grantee against claims of all persons claiming by, through or under $ Dwd w1 o7/tZsl �3,(?F W41j411Nf3#i ,i f3a� �► y r r i Grantor, except as aforesaid. No other covenants or warranties, express or implied, are given by this Grant Deed. - IN WITNESS WHEREOr, Grantor and Grantee each has set its hand and seal the day and year first above written. l , GRANTOR: l !J -yn CHARTER SERVICE CORPORATION, )•. a wholly-ovned Subsidiary of -s THE RESOLUTION TRUST CORPORATION, �� V solely in its capacity as Receiver for Charter Saviors nk, T.e.8. By: �r// Name: /L_Q44, Ai Title: yi � i CRANTEE: 501 KAIN, INC. A California Corporation By: [Qc�.....� j Name: LEONARD FEL.DMAN Title: President By: ?fame:' SHAOUL LEVY Title: vice-President/Secretary ... .- i Y CASNoi lid ram . _• R=pUmr+Or"Dwl F i 4 W j. a r • 1.r./r i f Ac"OWLEDcsMM"SFor grgnttl: r STATE OF CALIFORNIA ) f. COUNTY OP 6FIANOE�JR1«cic.! ss. g 1 f w � i On this _aZa1 day of October, 1994, before me the undersigned, a Notary Public in and for said County and State, personally appeared LEONARD FELDMAN, percar+a•3r (or proved to me on the basis of satisfactory evidence) to be the person(M Whose name(e) is/az,a , subscribed to the Within instrument and acknowledged to me that , he/shs/t executed the same in his/h&rf43ao3r authorized capacity(i"), and that by his/her�� signature fey on the instrument the person O, or the entity upon behalf of Which the person(s) acted, executed the instrument. MADDO WITNESS MY HAND AND OFFICIAL SEAL. tlf COLAAt 1%02M x I w•. a MVrAM rueuo-C"OPW Notary•Pub in and for said county (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF-eftA1fGELcsR-k9i&i • On this �;2Z., day of October, 1994, before me the undersigned, a Notary Public in and for said State, personally appeared SHAOUL LEVY, r proved to me on the basis of satisfactory ; evidence) to be the persona) whose name(e) is/sae subscribed to the within instrument and acknowledged to me that he/she�thny executed the same in his/hor¢.Lhoir authorized capacity{its}, and that by -- --"` his/herithcfr signature(jr) on the instrument the person(s•), or the entity upon behalf of which the person(A) acted, executed the Instrument. WITNESS MY HAND AND OFFICIAL SEAL. Notary Pub n and for said County (SEAL) ~ x IuNIR1l J.M+�DDO = a f•. I w o�earw+aa u�oo�• s. . y RTC chw i onr Dud i i r 1 y State of California �• • 1 County of Orange On October 28, 2994 before me, Elizabeth O. Rogers, Notary Public, personally appeared Randy Berman, personally known to me (or proved = i to me on the basis of satisfactory evidence) to be the person(s-) whose name(g)• is/sro subscribed to the within instrument and acknowledged to me that he/sha/tbey executed the same in his/herftheir authorized eapacity(i&)-, and that by his/hers brir j signature(wy on the instrument the person s}-, or the entity upon f behalf of which the person(sq acted, executed the instrument. WITNESS my hand and official seal. I Signatur (Seal) El za eth 0. Rogers gC,UE710.fl7GE23 1I 60VM 1 lCirm 00ANC!MAN MrC�m•EictiE971.19w1 { . I i< 1 f..�".�.`T�-.-..•..�.+`.�.r'rr"a....-�'i��'.`.:�5-s�-4'.11'G:.C.�:.�::+::a:sra-.�+r,....�.....-..�-.�---�.�-.-_�..rM_.�..�..,�.......�,;---� 't. ...-�.�--�1 `E I k I i� t� + EMBIT "A" LEGAL ASCRIPTION OF PROPERTY ;4S �• •� The land referred to herein is situated in the State of California, County of Orange and is described as follows: - I (See, Legal Description, Attached i Following) .f :1 f � E i I i - i i I • i i I i I I i se, .- 61f1.•r+Li.i 1ti� - - RM CAMM.i o..r L../ C �'� �=a7"r"r•... --t':=3^L`R:3.arx.wn..: «..__�_.�.�------- -•—...,ti.�' - _ ---.1 i i Lena Descrifltion �- � I w PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous ' Maps, in the office of the Orange County Recorder. 4 � ' 5 EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of s surface entry, as provided in deeds of record Depth: 500 feet PARCEL 8: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "Bo attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "an attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, official Records. I - 1 t ! 1 r t` !V •l rig; lyr ■ r r�! r■j f RANTOR: /• •� CMTERMERVICE CORPORATIOK, F a wholly-owned Subsidiary of THE RESOLUTION TRUST CORPORATION, 0 solely in its capacity as Receiver for Charter Savings ank, t.S.B. ' - , By: 1 Name: gQ� ;"'vo Title: taw-"' GRANTEE: i 501 MIX, INC. A California Corporation By: Name: LEONARD FELDMAN ' Title: President . By: —�.�1�� Name: SAOUL LEVY Title: vice-President/Secretary NOTE: After the permanent record is made, this form will be affixed to the conveying document and returned with it. T �. i 1 , 1 sL.v+pan VC C+cwo:Chow a..: y tior.+Mny" . f 1 � p O • • • BILL OF SALE CHARTER SERVICE CORPORATION, a wholly-owned subsidiary of the RESOLUTION r TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, r*S.B. (collectively, "Assignor") , in accordance with the Purchase and Sale Agreement, dated as of March 29, 1994, and in consideration of the sum of Ten Dollars ($10.00) (the sufficiency and receipt of which are hereby acknowledged) , does hereby grant, bargain, sell, convey, assign, transfer, set over and deliver (collectively, "assign") unto 501 MAIN, w INC. , a California Corporation ("Assignee") , all of Assignor's right, title and interest in and to all of the furniture, furnishings, fixtures, equipment and other tangible personal property that is now affixed to and/or located at the Real Property described in xhib two. .t and used in connection with the management, operation, or repair of that Real Property (collectively, "Personal Property") . i TO HAVE AND TO HOLD the Personal Property unto Assignee and Assignee's heirs, legal representatives, successors and assigns forever. THE PERSONAL PROPERTY IS BEING ASSIGNED "AS IS"# 'WHERE IS", AND "WITH ALL FAULTS" AS OF THE DATE OF THIS BILL OF SALE, WITHOUT ANY REPRESENTA- 0 TION OR WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. ASSIGNEE IS HEREBY ACQUIRING THE PERSONAL PROPERTY BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THAT PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR'S AGENTS OR CONTRACTORS. ASSIGNOR HAS MADE NO 0 AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF THE PERSONAL PROPERTY. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTA- TION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE PERSONAL PROPERTY OR ASSIGNOR'S TITLE THERETO. IN WITNESS Whereof, Assignor has signed, sealed, and delivered this Bill ko of Sale as of October 28th, 1994. CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of THE RESOLUTION TRUST CORPORATION, r x r as Receiver for CHARTER SAVINGS BANK, F.S.B. c.0 ^x. n r,=•rn By: . m - c+ r Print Name. I?Q"cf cn �` Title: � a a y r Ca flvmi.sundam Form sift d s.10 Prtp and M112193 1 r r Exhibit No._I I 01 Legal Description of Real Property i [See, Legal Description, Attached & Following] so r r w W ' wr Gli m=Sundud Fam $i:l of SAk Pnpuod OV12M 2 Legal Description PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. r d 9 0 ASSIGNMENT AND ASSUMMON AGREEMENT (Intangible Property) This ASSIGNMENT AND ASSUMPTION AGREEMENT (Intangible Property) (this "Assignment") dated October 28th , 1994, is made by and between (a) gHARIEiR_SERVIgE_CORPORATION,a whoily=owned SubsAdiary of THE RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank, F.S.B. , as assignor ("Assignor") , and (b) 501 MAIN. INC. , a California Corporation, as assignee ("Assignee") . WHEREAS, Assignor and Assignee entered into that certain Purchase and Sale Agreement dated as of March 22, 1994 ('Purchase Agreement") for the sale and purchase of certain "Property", consisting of certain "Real Property" (as more particularly described in Zxhibit_No,,_1) , "Personal Property", and "Intangible Property" (as more particularly described in r this Assignment) , as said terms are defined in the Purchase Agreement; WHEREAS, Assignor desires to assign, transfer, set over and deliver to Assignee all of Assignor's right, title and interest in and to the Intangible Property as hereinafter provided; and WHEREAS, Assignee desires to assume the duties and obligations of Assignor with respect to the Intangible Property. NOW, THEREFORE, in accordance with the Purchase Agreement and in consideration of the sum of Ten Dollars ($10.00) , the sufficiency and ko receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby assign, transfer, set over and deliver unto Assignee all of the Assignor's right, title and interest in and to the following property to the extent the same is transferable by Assignor (collectively, "Intangible Property") : (a) any and all leases, subleases, tenancies, licenses and other rights of occupancy or use of or for any portion of the Real Property or the Personal Property (including all amendments, renewals and extensions thereof) , in effect as of the date of this Assignment go (collectively, "Leases") ; (b) any and all contracts and agreements of any kind for the management, repair or operation of the Property (other than Leases) in effect as of the date of this Assignment (collectively, "Contracts") ; (c) any and all refundable tenant security deposits (and required interest thereon, if any) , in the possession of Assignor, with respect to said Leases and Contracts as of the date of this Assignment (collectively, "Deposits") ; (d) any and all licenses, permits, authorizations, certifi- cates of occupancy and other approvals, in the possession of Assignor, S lij LZ C49Xa;.StLOdUd Fom, Asokammt mad AuwmptimA;rummt •3t1��•H.1137 ?i`!131itiNnH PMP.rnd OV12193 1 3c 1113 NU13 ADJ t131+1333�' that are in effect as of the date of this Assignment and necessary for the current use and operation of the Property (collectively, "Permits") ; (e) any and all warranties, telephone exchange numbers, architectural or engineering plans and specifications, and development rights, in the possession of Assignor, that exist as cf the date of this Assignment and relate to the Real Property or the Personal Property (collectively, "General Intangibles") ; (f) any and all rights to the name of the improvements upon the Real Property ("Name") ; and r (g) any and all utility deposits held on behalf of Seller by utility companies with respect to the Property (collectively, "Utility Deposits") . The "Intangible Property" includes the Leases, Contracts, Deposits, Permits, General Intangibles, Name, and Utility Deposits listed on Er ibit o 2. 2. THE INTANGIBLE PROPERTY IS BEING ASSIGNED "AS I8181 "WHERE I811, AND "WITH ALL FAULTS" AS OF THE DATE OF THIS ASSIGNMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR " ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OF IMPLIED. ASSIGNEE IS HEREBY ACQUIRING THE INTANGIBLE PROPERTY BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THAT PROPERTY AND NOT IN RELIANCE Ott ANY INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR'S AGENTS OR CONTRACTORS. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, (A) CONCERNING THE VALIDITY, ENFORCEABILITY OR CONDITION OF THE LEASES AND (B) CONCERNING THE OTHER INTANGIBLE PROPERTY OR ASSIGNOR'S TITLE THERETO. 3. Assignee hereby accepts the foregoing assignment of the Intangible Property and hereby assumes all duties and obligations of Assignor under the Leases, Contracts, Deposits, Permits and General Intangibles listed on Exhibit No. 2. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all "Claims" asserted against or incurred by Assignor as a result of any acts or omissions, after the date of this Assignment, in connection with the Leases, Contracts, Deposits, Permits and General Intangibles listed on r ,fig "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees, whether suit is instituted or not) . 4. This Assignment shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and their respective heirs, so legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. r CLWomu Sun&rd Form Au4om M and Alum 6m Atreemmt PM umd OVUM 2 W IN WITNESS Whereof, this Assignment has been signed, sealed and delivered by the parties as of the date first above written. "Assignor" r CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of THE RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank, F.B.B. W /By.. Print Nymw. �. ✓•wx. Title: w r "Assignee" 501 MAIN, INC. A California Corporation :BY Name: LEONARD FELDMAN Title: President By: Name: S OUL LEVY Title: Vice-President/Secretary v r Ca;ifwm suodud Pam Aukmmad god Mwmptim Atro mml brpM 02112M 3 PO Exhibit Tax I Legal Description of Real Property [See, Legal Description, Attached & Following] r r Mrornia SUM&W Pam Au4 mentandAamxVianAjruvw* Prqued aVIIf93 4 1 Iz�s_�.l_Descr ipti on 0 PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. No EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. ,r 141220, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. r r Exhibit_No._ 2 i Intangible Property r I. LEASES Lease agreements with the following entities: See Rent-Roll Chart. attached as Exhibit_"C" &o the Rider_ to Deed of Trust. II. CONTRACTS All Contracts with the following persons or entities for the service indicated: r See Listing. of Service contracts. attached and following. III. DEPOSITS All deposits for the persons or entities and in the amounts indicated: See-Rent-Roll chaX& for the-Property (Exhibit uCu to Rider &o Deedrof Trust),&11 tenants' deposits re being retained by Seller and thus will be credited to Buyer's 0 account at the Close ,of Escrow. IV. PERMITS The following licenses, permits, authorizations, certificates and 0 approvals: I None, to our,-knowledge. 1 V. GENERAL INTANGIBLES 10 iNong. _to our knowldae. 1 VI. NAME jNone. to our knowledge. ] VII. UTILITY DEPOSITS No utility deposits are being transferred. --Any deposits held in Seller's fnvgrprior-to &he gl9sing will De re- funded directly to Seller. Buyer will be responsible for making s gn such deposits. _ r G1ifomA Sundud Form AsrienmeW snd Am wW6 m Agn meat mowed ovivn 5 J 1 _ i Town Sgt3ire Retain p IU3t of-Vendors/COntraefors L d "J 0 o Vendor rwmas addresses Type of Sp Payment Base Per Diem Uonthly Amount zo Mbrdh to mordh Mount Paid In advance z . : f �j !t !rs ! st Sit:�t 'j +rt f+ + fi•1 !► ' j # 1 iF4ir fIr Fi * r +s ; { t f#3f p;#t s< t ! •t ` f t ; '# 3!;# !y#;! -4 e'n � E4�ff���1����1€ }��J���r���� #:,F�t?�E+�. �::tf.,. r..:�,,it��ft: :, � �t� � ��� , : �} � �ll3 ifr � r � #{i)1: } �.�tf�:.:l�:':.�:=?;�f���f,s�;�3:i 3�;�i�tt„�. .���`•r,:.��. in The Greater AN=Co..tnc. Maim invoiM $1.39 $125.00 '-' 7481 Lorge ards (au"Wrty) Hurtfngon Besarch,Ca 92547-3600 CA {fit 11.1 ��t.'• s'ii,t: �i��i�� :���3 it i► f3; I:i� i�ii �i:.���iiitstli:: #is:��c(� �s�lillii i:'� t ti�� i: :i� i i 'i ' : ►.:R,��� is`i ;i: iii�:�#t«t�':�r ��ft�i; V kw Enterprises +' 15129 Vwr%ont st c o Westmini Mw.C1k 02683 Jartir ww rics irnaice M 17 $188.00 t �� '3�r'�f:=�t} {#���t��i �t � 3�t -d t� �s t tx! ��I ; it. : :itis.i s ',��`rt��r s t; r#, i t i►' ;�i f��'s i is �11flUli Paeft Erw;rorvyww L.andsCapefloc. Landscape Mkdenance kvmios $4,17 $125.00 765 The cky W" o Orange G RMW ..4 to Mf,Hf ; ► �t;�tr' : >i�I3i � :':�t ;� fi� tiis?fi���'s''�Fi►� l�titilt�t��� :;s' i ;�r��<<;:►:i':i its N Ln i Town Square condamnkxn HOA ti ;t Box 7270 Convrwn area charges iti++�ok:e $13.99 $419.78 _a � r arport Beach.Ca 9MM-7270 w £ }f ) p( j4�! !+r } t �t{ (� tt�gr{p}jEp �=lliiil•{}s## 3�}f ! s t� !} f r;yr> {+=' fi� s�t*}leJtfFil��}��}� � #l*i*f'?ie fY+{t.S�fttcrSiliJtsfft;t'1�lii!!f#t:F��?fa;i#!lttlxrfiFlYfijft;{lltr; M1111iF F � �tt i. 3i•Si+Iill3 �1 34 � lrf,� •s.i l�i�ii )f S�li+! ,.a! ii i :.1f::i t!!.+ 1 ..I'll�il�p4�IFjE�► i t :ltfi+# illfit3� l:�rif.S�t.tfffl�s.•l��tt.��•Jttl:l �r.tllitti•.1..i.. F.1! LLI ID NOTE US $77 Nenort Beach- California (City) t October. 28 , 1994 y 1 FOR VALUE RECEIVED, the undersigned (" iak r") promises to pay • CJIAPTER SERVICE 2A CORPORATIOV1, a California Corporation. and a wholly-oumed Sltbsidiary of 2 The RESOLUTfO_ N TRUST C0RPOR6TlON. as Receiver for CHARTER SAVINGS BANK, F.S.B., 3 its successors and assigns ('Holder"), ^ _ a U.S. Corporation an 4 entity organized and existing under the laws of_ the United States of America , 5 or order, the principal sum of Seven Hundred Seventy-Nine jh!2usand 6 and No1100ths Dollars ($— fi79,QN.()0 ------), with interest on the unpaid 7 principal balance from the date of this Note, until the date the entire outstanding principal balance has 8 been paid in full at the rate of Eight and One-Quarter Percent (8,29 ioi per annum (",&nnual RAI "). 9 The principal and interest shall be payable at g/Q i fTDLAND LOAN SERVICES. 210 west loth 10 Street, P.O. BOX„419158, Kansas Cily—M-issQuri 4 4L-6158 (A_ttention: Mr. Charles J._Sipple) 11 or such other place as .Holder may, from time to time, designate in writing, in consecutive equal 12 monthly installments of Fivg Thousandlighln r F' - w 13 and 37110Q Dollars ($— 5.852,�7 l each based on a 14 Three Hundred Sixty ( 360 l month amortization Schedule, commencing on the first day of i5 December , 1994, and continuing on the first day of each and every calendar month 16 thereafter so long as this Note is outstanding. The entire unpaid principal balance, together 17 with accrued and unpaid interest, and all other obligations of Maker under this Note, if not 18 sooner paid, shall be due and payable in full on October 27Eh , 7M("Maturity Date"). 19 All payments under this Note and under the Security Instruments (as below defined) shall be 20 in lawful money of the United States of America which at the time of payment shall be legal 21 tender for the payment of public and private debts. 22 If any installment under this Note is not paid when due, or if there is a default under any 23 agreement between or among Holder and Maker or any guarantor of Maker's obligations 24 hereunder or under any of the Security Instruments (and the expiration of any applicable cure 25 period), the entire principal amount outstanding hereunder and all accrued interest thereon 26 shall be accelerated, and shall at once 'become due wid payable, at the option of Holder. Holder 1 27 may exercise this option to accelerate during any default by Maker regardless of any prior 28 forbearance. No failure to exercise or delay in exercising such option shall constitute a waiver 29 of such option in the event of any subsequent default hereunder. In the event of any default 30 in the payment of this Note, and if the same is referred to an attorney at law for collection or 31 any action at law or in equity is brought with respect hereto, Maker shall pay Holder all 32 expenses and costs, including, but not limited to, attorneys' fees whether suit is instituted or 33 not. 34 • (Resolution Trust Corporation as Receiver for CHARTER SAVINGS BANK.sole p=nt of CHARTER SERVICE CORPORATION) s Lz RTC Note (Califorr") jl� A113 November 199'.'.(Revised 121=/93) 0 Paige I 03.11333? s 35 Upon the occurrence of a default hereunder. Holder may resort to any collateral, whether real 36 property or personal property, now or hereafter given as security for this Note, in any order, 37 and may sell and dispose of such collateral in whole or in part, at any time or from time to 38 time, with no requirement on the part of the Holder of this Note to marshall assets. Holder 39 shall not be required to preserve any rights in such collateral as against prior parties. Holder 40 is entitled to the benefits of any and all Security Instruments securing or guaranteeing this 41 Note. 42 If any installment under this Note is not received by Holder within ten (10) days after the 43 installment is due, Maker shall pay to Holder a 'late charge% as liquidated damages, of five 44 percent (5%) of such installment, such late charge to be immediately due and payable without 45 demand by Holder. 46 Except in the event of the endorsement of this Note by the original Holder, as provided below, 47 Maker may prepay this Note in whole or in part at any time and from time to time, without 48 premium or penalty, on the first day of any month prior to the Maturity Date, upon thirty (30) 1 49 days prior written notice to Holder. All prepayments shall include payment of all accrued and 50 unpaid interest to the date of such prepayment on the amount of QU15tanjing principal being-prepaid. 51 Partial prepayment shall not postpone or reduce any regular payments of principal or interest, 52 but shall be credited in the order for application of payments defined in the mortgage or deed 53 of trust securing Maker's obligations under this Note (such mortgage or deed of trust and any 3 54 other instruments evidencing, governing or securing Maker's obligations under this Note are 55 collectively referred to herein as "Security instrumentg"). 56 If this Note is endorsed to a Holder other than OCHARTER SERVICE CORPQ$A330N__a Whglly= 57 Owned Subsidiary of the RESOLUTION TRUST CORPORATION. M Rggeiver f2r_CHARTER 5S SAVINGS BANK_ F.S.B., any subsequent Holder may, at its option, require payment of a premium in 59 consideration of and as payment for Holder accepting any such prepayment. In the event of 60 such endorsement, Maker shall be jointly and severally bound to pay Holder, at the option of 61 Holder, a prepayment premium as follows: 62 5ix_j�&rcenL(6,0f_vj of the amount of principal prepaid if prepaid during the ? 63 First (l st) year following the date of this Note; 64 Five Percent (5.0%) 1 of the amount of principal prepaid if prepaid during the 65 SNgnd Ond) year following the date of this Note; 66 Four Petant of the amount of principal prepaid if prepaid during the 67 31ird f3rd) year following the date of this Note; 68 Three Percent 0 0i) of the amount of principal prepaid if prepaid during the 69 firth (41h) ._ year following the date of this Note; 70 *[Charter Service Corporation, a wholly-owned subsidiary of the Resolution Trust Corporation, as Receiver for Charter Saving Bank, F.S.B.] f:TC Note (Catifamla) November 1992(Revised 12r'''...M) Page 2 `71 Two Percent % of the amount of principal prepaid if prepaid during the 72 Fifth (5th) year following the date of this Note; 73 One Percent (1.05) of the amount of prin_ipal prepaid if prepaid during the 74 Sixth ON year following the date of this Note; 75 No prepayment premium shall be charged for any full or partial prepayment made during the 76 final year prior to the Maturity Date, and no prepayment premium shall be charged for any 77 full or partial prepayment made to Holder from the proceeds of any insurance or condemnation 78 award. 79 Maker and all endorsers and guarantors hereof jointly and severally agree with Holder that ! 80 Holder may, from time to time, extend the time for payment of said outstanding principal 81 balance or any part thereof, reduce the payments thereon, release anyone liable on any of said 82 outstanding principal balance, accept renewal of this Note, modify the terms and time of 83 payment of said outstanding principal balance, join in any extension or subordination 84 agreement, release any security given therefor, take or release other or additional security, or 85 agree in writing with Maker to modify the rate of interest or period of amortization of this 86 Note or change the amount of the monthly installments payable hereunder, without notice and 87 in such manner as Holder may see fit, all without in any way affecting or releasing the liability 88 of Maker and all endorsers and guarantors hereof. 89Note, : 90 91 mot) to 92 eelleet suFm eyideneed by Ws New, Fief to seek judgmem fer a d Maker-, m 93 b 94 , and (ii) if suit is br-eugh! en thi 95 96 97 of its ', pamema 98 99 Wis Nete 100 a 101 102 Maker, and any general partner of Maker, shall be jointly 103 and severally personally liable in the amount of any: 104 1. Loss or damage to the property described in the Security Instruments 105 (herein collectively, the ("fir ") caused by physical waste or the gross negligence or 106 willful misconduct of Maker, its agents, employees, contractors, licensees or invitees; 107 2. Loss or damage suffered by Holder which is subject to indemnification under the 108 provisions of the Security instruments relating to Hazardous Materials, as such term 109 is defined in the Security Instruments, and/or loss or damage to the Property caused by 110 a breach of said provisions; 111 3. Loss or damage caused by the removal or disposal of any portion of the Property or any 112 of the personal property located thereon following any notice of default; R'rC Note (Caffornia) November 1992(Revised 12f—"M) Page 3 113 4 Loss or damage suffered by Holder as a result of or attributable to any fraud or 114 misrepresentation by Maker contained in the Security Instruments this Note or any 115 other documents entered into in connection with the acquisition or financing 116 (including, without limitation the loan application) of the Property 117 5 Loss or damage suffered by Holder as a result of the misapplication of (a) any rents, 118 issues, profits or other receipts generated by or frum the Property following any notice 119 of default to Maker, (b) any insurance proceeds on account of loss or damage to the 120 Property, or (c) any amounts payable in connection with condemnation of all or any 121 portion of the Property, and 122 6 Any and all costs (including but not limited to, attorneys' fees whether suit is instituted 123 or not) incurred by Holder in the enforcement of this Note or the Security Instruments 124 following a default by Maker 125 As used in this Note misapplication means Maker s failure to apply funds to the reasonable 126 and proper costs of ownership, operation, maintenance repair and (when applicable) ' 127 restoration of the Property and to the payment of principal, interest and other amounts due 128 under this Note and Security Instruments 129 Nothing herein contained shall in any manner limit Holder s recourse to the Property or any 130 other property or guarantee given or pledged as additional security for the obligations 131 evidenced by this Note and the Security Instruments Further, nothing contained in this Note i 132 shall prejudice the rights of Holder as to any of the other conditions of the Security 133 Instruments or to secure a deficiency against any other entity or person(s) who hereafter agree 134 to be liable for the payment of this Note 135 No provision of this Note shall (i) affect any guaranty or similar agreement executed in 136 connection with the debt evidenced by the Note or (ii) impair the lien of any Security 137 Instrument 138 Presentment, demand, protest, notice of demand and dishonor, of non-payment, and any and 139 all lack of diligence or delays in collection or enforcement hereof and protest are all hereby t 140 waived by all makers, sureties, guarantors and endorsers hereof This Note shall be the joint 141 and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding 142 upon them and their successors and assigns 143 Maker hereby (i) agrees not to elect a trial by jury of any issue triable of right by a jury and 144 (n) waives any right to trial by jury fully to the extent that any such right shall now or y 145 hereafter exist This waiver of right to trial by jury is separately given knowingly and 146 voluntarily, by Maker, and this waiver is intended to encompass individually each instance and 147 each issue as to which the right to a trial by jury would otherwise accrue Holder is hereby 148 authorized and requested to submit this Note to any court having jurisdiction over the subject 149 matter and the parties hereof, so as to serve as a conclusive evidence of Maker s herein contained 150 waiver of the right to trial by jury Further, Maker hereby certifies that no representative or 151 agent of Holder (including Holder s counsel) has represented, expressly or otherwise to Maker 152 that Holder will not seek to enforce this waiver of right to trial by jury provision 153 In the event that any provision of any Security Instrument or this Note conflicts with a RTC Note (California) November 1992 (Revised 12/22/93) Page 4 a . 154 applicable law, such conflict shall not affect other provisions of any Security Instrument or 155 this Note which can be given effect without the conflicting provisions. To this end, the 156 provisions of any Security Instrument and this Note are declared to be severable. 157 In the event that any law limiting the amount of interest or other charges permitted to be 158 collected from Maker is interpreted so that any change provided for in any Security Instrument r 159 or this Note, whether considered separately or together with other charges levied in connection 160 with any Security Instrument and this Note violates such law, and Maker is entitled to the 161 benefit of such law, such charge is reduced to the extent necessary to eliminate the violation. 162 The amounts, if any, previously paid to Holder in excess of the amounts payable to Holder 163 pursuant to such charges as reduced shall be applied by Holder to reduce the principal of the } 164 indebtedness evidenced by this Note. For the purpose of determining whether any Iaw limiting 165 the amount of interest or other charges permitted to be collected from Maker has been violated, 166 all indebtedness which is secured by any Security instrument or evidenced by this Note and 167 which constitutes interest, as well as all other charges levied in connection with such 168 indebtedness which constitute interest, shall be deemed to be allocated and spread over the 169 stated term (including any renewal or extension)of this Note. Unless otherwise required by 170 applicable law, such allocation and spreading shall be effected in such a manner that the rate 171 of Interest computed thereby is uniform throughout the stated term (including any renewal or 172 extension)of this Note. This note is sub_iect to the provisions of the attached Rider to Note or 9 pages which is incornrated h in by thilr r r 173 The indebtedness evidenced by this Note is secured by a Deed of Trust . of even date 174 herewith , and, without limiting rights referenced in this Note, reference is made 175 to such Deed of Trust for rights as to acceleration of the indebtedness evidenced by this Note. 176 This Note shall be determined in accordance with the laws of the jurisdiction in which the 177 Property is located, without regard to the application of choice of law principles, except to the 178 extent that such laws are superseded by federal Iaw. 179 INTr ESSIA 1AAKER: 1S0 501 MAIN. INC. 181 A California Qg=rati2]3 182 By: ' Name:• EONARD FELDMAN Title. Preside 183 By: • - Name: SHAOUL LEVY Title: Vice-President/Secretary THIS NOTE AND TQE RIDER-JaMEPO 11AVE BEEN & NiGy.NFD AN12 EM)ORSED OVER TO :THE ASSIGNEVENDORSIEL NAMED IN THE ATTACIIID ASSIGNMEW &FNDOR.SF.11g W. RTC Note (California) November 199. (Revised 1V=N3) Page 5 RIDER TO NOTE .This RIDER TO NOTE (this "Rider") is by this reference made a part of, and incorporated within, that certain RTC NOTE (California) (the "Note") to which this Rider is attached. Unless otherwise defined herein, each term bearing initial capital letters herein shall have the respective definition ascribed to such term under the Note. In the event of any conflict between the provisions of this Rider, ths Note, any Security Instrument or and any other document or instrument delivered in connection with the Note, the terms of this Rider shall prevail and control. } IN CONSIDERATION OF the recitals set forth in the Note and the mutual covenants, conditions, agreements, representations and %2rranties contained in the Note and this Rider, and for other good and valuable consideration, the receipt and legal sufficiency of which are acknowledged by Maker, Maker hereby agrees as follows: 1. Default Interest. Notwithstanding any other provision of the Note to the contrary, if there is an default (as defined in Section 10 of this Rider) whether by Maker or any surety, guarantor or endorser of the Note (each, a "Surety"), and such default continues for thirty (30) days, then interest shall accrue, upon the outstanding principal balance of the Note, from (a) the slate of such default, and at all times thereafter, until (b) the earlier of the elate upon which (i) such default is cured or (ii) the entire outstanding principal balance of the Note, all accrued but unpaid interest, all late charges and all other amounts and indebtedness owed under the Note are paid in full, at the following default rate: the lesser of(i) four percentage (4%) points over the Annual Rate (as defined and set forth in the Note); or (H) the maximum rate permitted by law (the "Default Rate"). r 2. Computation-of Interest. Notwithstanding any provision of the Note to the contrary, interest, whether at the Annual Rate or at default rate, shall be computed on the basis of a Three Hundred Sixty (3 60)day year and a Thirty (30) day month; provided, ow ver, with respect to any calculation relating to a partial month or a per diem payment, interest shall be computed on the basis of the actual number of days elapsed relative to a Three Hundred Sixty (360) day year. 1! 3. Amortizatign gnd Balloon Payment. The monthly payments of principal and interest on the Note have been calculated based on the amortization of the original principal sum over a Three Hundred Sixty (360) month period, at the Annual Rate set forth in the Note. Accordingly, Maker's monthly pa}znents of principal and interest cannot and will not result in the complete # repayment of the Principal on or before the Maturity Date. MAKER ACKNOWLEDGES AND AGREES THAT A SUBSTANTIAL PORTION OF THE ORIGINAL. PRINCIPAL SLIM SHALL BE OUTSTANDING AND DUE ON THE MATURITY DATE. ' 4, Paymentby-!Check. If any payments under the Note are made by check, such payments must be delivered to Holder in sufficient time to allow the funds to become "same day" funds on or before the due date for such payment. R rC Califomu Office Xid"P 1 Aida ro RTC Note(WfomW (Wfomis Rest properties) b1AKFR'S L\TJZALS pmpued July 3.1993 e 5 Application of Payments Maker's payments will be applied in the order set forth in that certain Deed of Trust, Assignment of Rents and Security Agreement, with Rider to the Deed of Trust, of even date herewith (the "Deed of Trust") 6 No Offset Maker shall make all payments required under the Note without offset, regardless of any defense, setoff, claim, cause of action, counterclaim or cross-claim, whether liquidated or unliquidated, which Maker may have, or claim to have, against Holder (collectively, "Claims"), and no portion of the indebtedness secured by the Note, or any payment under the Note, shall be, or be deemed to be, offset or compensated by all or any part of such Claims Maker shall not be entitled to make payments to any third party or escrow pending resolution of any Claims Maker waives, to the fullest extent permitted by applicable law, the protection and benefits of any statute, code, or judicial decision, whether state or federal, which conflicts with the terms of this Section, including without limitation, Section 431 70 of the California Code of Civil Procedure, as amended, and any successor provision or statute thereto 7 Late Payment Charge Pursuant to the Note, Maker may be required to pay a "late charge" as liquidated damages (see lines 42 through 45 inclusive of the Note) Maker acknowledges that a late payment of any regular monthly installment due under the Note to Holder will cause Holder to incur additional costs (including without limitation, additional loan servicing and accounting costs) and that the exact amount of these costs will be costly, inconvenient, extremely difficult and impractical to assess Maker and Holder agree that the "late charge," as set forth in the Note, represents a fair and reasonable estimate of the costs and/or losses that Holder will incur by reason of late payment Holder's acceptance of any such "late charge" shall not constitute a waiver of Maker's default and shall not prevent Holder from exercising any of Holder's other rights and remedies upon such default Notwithstanding any other provision of the Note to the contrary, if applicable federal or state law regulates the amount of "late charge" which may be lawfully imposed, then the 'late charge" shall be the maximum amount permitted by applicable law, but in no event shall exceed five percent (5%) of the unpaid portion of such installment 8 Security Instruments Any and all property securing the Note described under any and all Security Instruments shall be collectively referred to as the "Collateral " Notwithstanding any other provision of the Note to the contrary, the terms "Security Instrument" or "Security Instruments" do not include any RTC Guaranty of Payment and Performance or any rider thereto, any RTC Assignment of Leases, Rents, and Profits or any rider thereto, or any Environmental Indemnity t 9 Acceleration To the extent that Holder has the right to accelerate the indebtedness under the terms of the Note (see lines 22 through 33 inclusive), Holder may exercise such right without demand or notice to Maker, and Maker hereby expressly waives any such right to demand or notice 10 Defaults Without limiting the generality of the terms and provisions of the Note, at Holder's option (but without obligation to exercise such right), and regardless of any prior forbearance by Holder, the term "default," for all purposes of the Note (including without limitation, the right to accelerate under lines 22 through 33 inclusive and the right to resort to any collateral under lines 35 RTC California Office Rider Page 2 Rider to RTC Note(Caldoritm) (Califonua Real Properues) MAKER S INITIALS Prepared July 3 1993 through 41 inclusive) and for all purposes of this Rider, shall mean and include all of the following events a Payments Under this Note Maker's failure to pay any regular monthly installment payment or any other payment due under this Note or any other Security Instrument, on or before such payment's due date b Non-monetary Obligations Under the Note Maker's failure to duly observe or perform any covenant or obligation imposed on Maker pursuant to the terms of the Note, other than the payment of money, provided, however, that if any such default is reasonably susceptible to cure, Maker shall be entitled to a grace period of thirty (30) days following Holder's delivery of written notice of such default in which Maker shall cure such default, further provided, however, that if such curable default reasonably requires more than thirty (30) days to cure, and Maker has promptly commenced cure of such default within the thirty (30) day grace period and thereafter uses reasonable and continuous diligence to cure such default, then the thirty (30) day period shall be reasonably extended, but not to exceed sixty (60) days, unless otherwise agreed in writing by the Holder hereof c Default Under Security Instruments The occurrence of a default or breach under any Security Instrument, without cure as provided therein d Ground Lease If the property described under the Deed of Trust securing the Note (the "Property") is a leasehold estate in real property, Maker's default under, or breach of, the terms of the ground lease creating and governing such leasehold estate e Misrepresentation The discovery by Holder that (i)any representation or warranty given in the Note or in any Security Instrument, and/or (ii) any information or documents (including without limitation, the loan application and financial statements) given to Holder by Maker (and/or any Surety of the Note) as an inducement for Holder to extend the credit represented by the Note, and/or (iii) any representation or warranty given in the Purchase and Sale Agreement for the Property (or the Seller Financing Addendum attached thereto) is false or misleading or inaccurate in any material respect, as of the date such representation, warranty, information or documents (as the case may be) were made or given f Insolvency The occurrence of any of the following events i If Maker or any Surety shall make an assignment for the benefit of creditors, of any or all of Maker's or such Surety's assets, including without limitation, all or any part of the Collateral, r RTC California Office Rider Page 3 Rider to RTC Note(California) (California Real Properties) NUKER S IAITIAIS Prepared July 3 1993 H. If a custodian, trustee, receiver, or agent is appointed for, or takes possession of any or all of the property of, Maker or any Surety; including without limitation, all or any part of the Collateral; ' iii. If Maker or any Surety becomes "insolvent" as that term is defined in Section 101(32) of Title 11 of the United States Code (the "Bankruptcy Code"); iv. If Maker or any Surety is unable to meet its respective debts as such debts mature, or does or fails to do anything that allows Maker's or such Surety's various obligations (as the case may be) to become due before their stated maturity; V. If Maker or any Surety shall (1) file a petition with the Bankruptcy Court under the Bankruptcy Code or (2) otherwise file any petition, or apply to any tribunal, for appointment of a custodian, trustee, receiver, or agent of Maker or of such Surety, or f (3) commence any proceeding related to Maker or such Surety under any bankruptcy, reorganization, arrangement, insolvency, debt readjustment, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; vi. If any petition is filed against Maker or any Surety under the Bankruptcy Code s and either(1)the Bankruptcy Court orders relief against Maker or such Surety under any chapter of Bankruptcy Code or(2) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; vii. If any petition or application of the qpe described in Section IDAvi is filed against Maker or any Surety, and either (1) Maker or such Surety, by any act, indicates Maker's or such Surety's approval thereof, consent thereto or acquiescence therein (as the case may be), or (2) an order is entered appointing any such custodian, trustee, receiver or agent, adjudicating Maker or such Surety bankrupt or insolvent, or approving such petition or application in any such proceeding, and any such order remains in effect for more than thirty (30) days; i viii. If a notice of lien, levy or assessment (other than those expressly permitted under the Note or the Security Instruments) is filed of record with respect to any or all of Maker's assets or any Surety's assets, including without limitation, the Collateral, by the United States Government, or any department, agency or instrumentality thereof, or by any state, county, municipal or other governmental agency, or if any taxes or debts owing at any time hereafter to any one or more of such entities become a lien (except as expressly permitted by the Note or the Security Instruments), whether inchoate or otherwise, upon any or all of Maker's assets or any Surety's assets, including without limitation,all or any part of the Collateral, and the same is not paid on or before the date due. ix. If any or all of Maker's assets or any Surety's assets (including without limitation, all or any part of the Collateral), is attached, seized, executed upon, or subjected to a RTC California Of ke Rider P e 4 R Eder toRTC Note(Califmr s) (C UMli►Real Propenlea) MAKER'S LNMALS Pared July 3,1993 writ of possession or distress warrant, or are otherwise levied upon, and the same is not released, discharged or bonded against within fifteen (30) days of the seizure, execution, attachment or levy. 11. Conflict Between Note and Security Instrument. In the event of any overlap between the Note and any of the Security Instruments as to when an default occurs, such default shall be deemed to occur at the earliest date set forth in the Note or the applicable Security Instrument, as the case may be. Further, in the event of any conflict in the definition of what constitutes a "default" between the Note and any Security Instrument, the scope of such default and the timing thereof shall be construed liberally ' in favor of Holder. 12. Further Waivgr5. In addition, Maker and each Surety waives and agrees not to assert: (a)notice of the existence, creation or incurring of new or additional indebtedness of Maker to Holder; (b) the benefits of any statutory provision limiting the liability of a Surety, including without limitation, the provisions of Sections 2787 through 2855 inclusive, and 2899, 3433 and 3606 of the California Civil Code (and any successor provisions thereto); and (c) any defense arising by reason of any disability or other defense of Maker or by reason of the cessation from any cause whatsoever (other than payment in full) of the liability of Maker for payment of the Note. Until payment in full of the Note, no Surety shall have any right of subrogation and each hereby waives any right to enforce any remedy which Holder now has, or may hereafter have, against Maker or any other Surety, and waives any benefit of, and any right to participate in, any security now or hereafter held by Holder. Maker agrees that to the extent Maker or any Surety makes any payment to Holder in connection with the indebtedness evidenced by the Note, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Holder or ptid over to a trustee, receiver or any other entity, whet}er under any bankruptcy act or otherwise (any such payment, a "Preferential Payment"), then the indebtedness of Maker under the Note shall continue and shall be reinstated, and, to the extent of any refund of such Preferential Payment by Holder; and that part of the indebtedness initially met and satisfied by such Preferential Payment shall be revived and continue in full force and effect, as if said Preferential Payment had never been made. 13. Prepayment: Maker's Waiver. a. Maker acknowledges that, under certain circumstances more fully set forth in the Note (see lines 56 through 78 inclusive of the Note), a prepayment premium (a "Prepayment Premium") may be payable upon prepayments of the outstanding principal balance of the Note. By initialing separately below, Maker expressly waives any right to prepay the Note, voluntarily or involuntarily, except on the express terms set out in the Note. If (i)(1) the maturity of the Note is accelerated by reason of any default or (2) due to a ; transfer or further encumbrance of the Property (an "Accelerating Transfer"), pursuant to the Deed of Trust securing the Note, and (ii) Maker is then subject to a prepayment premium under the Note, then Maker agrees that any tender curing either the default or following an Accelerating Transfer, without the required Prepayment Premium shall constitute an evasion of the prepayment restrictions set forth in the Note and shall be R':C California Office Rider Pate 3 Pikr to RTC Nate(California) (Catifaraia Real Prapeniea) MALTA'S r%TnAtS. I'Mored July 3,1993 i deemed a voluntary prepayment Holder may require payment of the Prepayment Premium as a condition of accepting any such tender The Prepayment Premium shall be included in the total indebtedness secured by the Deed of Trust for all purposes (including without limitation, those related to a foreclosure sale under the Deed of Trust) Holder may include the amount of the Prepayment Premium in any credit bid Holder may make at a foreclosure sale b Maker acknowledges that prepayment of the Note may result in a subsequent Holder's incurring additional costs, expenses, liabilities and lost opportunities Therefore, Maker agrees to pay the Prepayment Premium, as and when required by the Note, and further agrees that such Prepayment Premium represents a reasonable estimate of the prepayment costs, expenses, liabilities and lost opportunities of such subsequent Holder By initialing separately below, Maker acknowledges that Maker is a knowledgeable real estate developer or investor and fully understands the effect of the waiver contained in this Rider Maker agrees that Holder's willingness to offer a fixed interest rate to Maker is sufficient and independent consideration for this waiver, and Maker understands that Holder would not offer fixed interest rates to Maker absent this waiver c Notwithstanding any other provision of the Note or this Rider to the contrary, if any funds deposited pursuant to any Capital Improvement Escrow Agreement, Replacement Reserve Agreement or Remediation Escrow Agreement is applied to any outstanding principal amounts owing under the Note, then no Prepayment Premium shall apply to the application of such funds MAKER'S INITIALS with reference to the foregoing Section 13 14 Due on Sale Provisions Maker understands and acknowledges that Paragraph 20 of the Deed of Trust, as amended and modified by Section 2 of the Rider to the Deed of Trust, securing the Note, contains the following "due on sale" and "due on encumbrance" provisions 'ta If the Property, or any part of or any interest in the Property, u sold, conveyed, transferred, alienated, leased (except for the demise of space within the improve- ments located on the Property under leases to tenants in the ordinary course of Borrower's operation of the Property), or further encumbered, whether voluntarily or involuntarily, without Lender's prior written consent (which consent may be withheld in Lender's sole discretion), Lender shall have the right, at Lender's sole option, to declare the Note and any other obligations secured by the Deed of Trust immediately due and payable regardless of the 'Maturity Date' specified in the Note In any event in which Lender, in Lender's sole discretion, consents to any further encumbrance of the Property, such consent may be conditioned upon delivery to, and for the benefit of Lender, a subordination agreement duly executed by Borrower and the grantee, mortgagee or beneficiary of such further encumbrance, such RTC Calrfomra Office Rider Page 6 Rider to RTC Note(California) (Callfomu Real Properues) MAKER S INITIALS Prepared July 3 1993 subordination agreement being in form and substance acceptable to Lender, in Lender's sole discretion t'b If(i) Borrower is a corporation, partnership, trust or other legal entity and (u) there is a transfer, assignment or hypothecation, whether voluntar3 or involuntary, of any stock, partnership or other ownership interest (as the case may be), which changes the direct or indirect beneficial ownership of such entity, existing as of the date of the Deed of Trust, by more than twenty-five percent (25%) in the aggregate, then Lender shall have the right, at Lender's sole option, to declare the Note and any other obligations secured by the Deed of Trust immediately due and payable, regardless of the 'Maturity Date' specified in the Note, unless Lender has granted Lender's prior written consent to such transfer, assignment or hypothecation " 15 Personal Liability Without in any way limiting the provisions of the Note, Maker, and any general partner of Maker, shall be jointly and severally personally liable for a Loss or damage suffered by Holder, or the Property, which loss or damage is subject to indemnification under the provisions of the Environmental Indemnity or is caused by a breach of such provisions, b Loss or damage suffered by Holder as a result of the misapplication (as defined in the Note, see lines 125 through 128 inclusive) by Maker of any security deposits received by Maker under leases demising space within the improvements located on the Property or under leases of the Property itself or parts thereof, following any Notice of Default under the Note or any Security Instrument 16 Attorney's Fees Notwithstanding any provision of the Note to the contrary, if any lawsuit, arbitration or other dispute resolution proceeding is commenced which arises out of or relates to the Note or any Security Instrument, the prevailing party shall be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees in the action, reference or arbitration, in addition to those costs and expenses otherwise allowed by law In all other situations, including any out-of-court collection action or any bankruptcy or other voluntary or involuntary insolvency proceeding (whether in or out of court), Maker agrees to pay all of Holder's costs and expenses, including attorneys' fees, which may be incurred in enforcing or protecting Holder's rights or interests From the time(s) incurred until paid in full to Holder, all such sums shall bear interest at the Default Rate Whenever Maker is obligated to pay or reimburse Holder for any attorneys' fees, those fees shall include the allocated costs for services of in-house counsel 17 Representations of Maker In addition to all representations and warranties of Maker set forth in the Security Instruments, Maker represents and warrants that all information provided by Maker and/ or the Sureties to Holder, as an inducement for Holder extending this credit (including without limitation, all matters described in all financial statements and documents provided to Holder) are true, accurate and complete as of the date of the Note RTC CalifOMIA Office Rider P q.7 Rider to RTC Note(California) /J (California Real Properuea) MAKER S 1MMALS_ Prepared July 3 1993 18 Maker's Obligations Not Delegable Maker may not delegate Maker's duties under the Note without Holder's prior written consent, provided, however, no delegation of such duties or obligations shall release Maker or any Surety from any duty or obligation under the Note or any of the Security Instruments 19 Consent to Sale of Note Holder, in Holder's sole discretion, may sell, assign, encumber, hypothecate, pledge, or otherwise transfer or alienate the Note, either in part or in its entirety, and any or all Secunty Instruments, without notice to, or the consent of, Maker or any Surety Also without notice to, or the consent of, Maker or any Surety, Holder may disclose to any actual or prospective purchaser of the Note any financial or other information, data or material In Holder's possession relating to Maker, the Note or the Property described in the Deed of Trust If Holder so requests, Maker shall sign and deliver a new note to be issued in exchange for the Note 20 Successors and Assigns Subject to the foregoing Sections 18 and 19, the Note and all of the covenants, promises, and agreements contained In the Note shall be binding on and inure to the benefit of the respective legal and personal representatives, devisees, heirs, successors, and assigns of Maker and Holder 21 Notices All notices, demands, requests, consents, approvals or other communications ("Notices"), required or permitted to be given hereunder, or which are given with respect to the Note or any Security Instrument shall be in writing, and shall be given by (a) personal delivery, (b) telex or thermal facsimile, with original to follow by U S Mail, (c) United States mail, registered or certified, return receipt requested, postage prepaid, (d)Federal Express, DHL or other nationally recognized air- borne/ overnight delivery service If given under the methods in clause (a) or (d), then Notice shall be deemed to have been given upon receipt, if given under the methods in clause (b), then Notice shall be deemed to have been given upon confirmed transmission, if given under the methods in clause (c), the Notice shall be deemed given on the third (3rd) business day following the date mailed Each party, and their respective counsel, hereby agree that if Notice is to be given hereunder by such party's counsel, such counsel may communicate directly with all principals, as required to comply with the foregoing notice provisions Notices shall be addressed to each appropriate party as set forth below -- to Maker 501 MAIN, INC c/o Mr Shaoul J Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, CA 90401 Attention Mr Shaoul J Levy, Vice-President/Secretary -- with a copy to 501 Main, Inc c/o Mr Leonard Feldman, President RTC California Office Rider Page 8 Rider to RTC Note(California) (Caldbrnm Real Properties) MAIMR.S INITIAIS Prepared July 3 1993 - to Holder; CHARTER SERVICE CORPORATION a wholly-owned Subsidiary of THE RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank, F.S.B. c/o Midland Loan Services 210 West 10 h Street, P.O. Box 419158 Kansas City. Missouri 64141-6158 -- with a copy to: CHARTER SERVICE CORPORATION c/o THE RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank California Office, Legal Division 4000 MacArthur Boulevard, Fifth Floor Newport Beach, California 92660 Attention: Section Chief, Real Estate or to such other address as the receiving party shall have specified most recently by Notice, with a copy to the other parties hereto. Any Notice given to the estate of a party shall be sufficient if addressed to the party as provided in this Section. 22. Governing Law. The rights and obligations of Maker and Holder under the Note shall be interpreted according to the laws of the United States of America and, where the Iaws of the United States of America are not applicable, according to the laws of the State of California. 23. Waiver of Statute of Limitations. Maker, and every Surety of Maker's obligations under the Note, waives the rights conferred by any statute of limitations to the fullest extent permitted by applicable law. 24. Amendment. No supplement, modification, amendment or discharge of any term, provision, or condition of the Note shall be binding or enforceable unless executed in writing by Holder. 25. Time of Essence. Time is of the essence for each and every obligation under the Note. •. 26. Location of Making, The undersigned acknowledges that the Note is made and entered into in the City and State first above written. THIS RIDER AND WE ACCOMPANYING NOTE IUVE BEEh1 'F.D AND F.NDOR OVER TO TIIE ASSIGNI YJENDORSEE NATAM IN THE ATTACHIM ASSIGNMENT.&ENDORSEMENT. RTC California Orrice Rider Pate 4 Rid:r to RTC Note(California) y(J (Cagmk Real Propeniea) MAKM*S WITI J� Ptsparcd Iwly 3,l943 if ASSIGNTMENT AND ENDORSEN[EW OF [SECURED] NOTE & RIDER THERETO WITHOUT RECOURSE AND FOR VALUABLE CONSIDERATION, the adequacy and receipt of which are hereby acknowledged, the undersigned, the named Holder under that certain NDk and Rider to Note (collectively, "Note"), dated October 28 , 1994, and executed by 501 Main,Inc., as Maker and obligor, in favor of.Charter-S rvice-CoMorad n.a Wholly-Owned Sub2idiary of the Resolution Trust CoMorption. as Receiver for Charter Savings Bank, as Holder and obligee, and which Note is secured by that certain Deed of Trust and Assignment of Rents and Security Agreement, of even date therewith, as ASSIGNOR and ENDORSER ("Assignor") hereby assigns, transfers and endorses its rights and interests in the Note -- the latter evidencing a Loan from Holder to Maker being held pursuant to that certain Real-Estate Loan Participation Agreement ("LPA"), dated October _U_, 1994, between Holder' as the participant-lender ("Participant") thereunder, and the R�development Agency of the City of Huntington Beach, as the agency-lender thereunder("Agent")—unto and over to the order of the undersigned Redevelopment Agency of the City of Huntington Beach as ASSIGNEE and ENDORSEE ("Assignee"), in and to be held through its capacity as Agent and the agent-lender under by virtue of the LPA. The foregoing assignment/endorsement is made in accordance with and subject to the terms and conditions of the LPA and is further governed by the provisions of that certain Agreement for Assignment and Transfer of Interests,of even date herewith,entered into between Holder/Assignor (as Participant) and Agent/Assignee. By its signature below, Assignee has acknowledged its agreement to and acceptance of this Assignment and the terms and conditions applicable thereto. The original of the Note is affixed and attached hereto, and this Assignment/Endorsement shall constitute and be deemed part and parcel thereof, such that both the Note and this instrument shall be one and the same document. Dated: October 2 8 . 1994 A.C(`EPTED AND AGREED Assignor/Holder: AssigneelAgent: CHARTER SERVICE CORPORATION THE REDEVELOPMENT AGENCY OF A California Corporation THE CITY OF IRM71NGTON BEACH A Municipal Corporation And Body Politic Name: „ .r s.. MICHAEL UBERUAGA Title: , Y Executive Director } rr i 4 Lz 1` IT f- at, Im hPP�nV _ "Is 1 G 3C Alt:' ry' Deputy cf A:tc_i.c y u»� Ali.l 03A1iJJ1t AMCNINWN7 or RTC Note tit 0"k: ocUket t9.1994! Gz (.SCORDING REQUESTED BY AND ) �irTHEN RECORDED MAIL TO: ) QUAN, COHEN, XURAHASHI, YANG, ) SCHOLTZ & HIRANO A Professional Law Corporation ) t `1 ' Attorneys At Law ) O l'#lOV— `� '� OS'OG f:l . 777 South Figueroa Street, 38th Floor Los Angeles, California 90017-2513 ) } rf Drd1:3'r Eolnty�- 1,21ii-vri? Attention: Richard_P. Yang, Esa. ) ie`e A. branch, County Fezari=r r m 1 of 40 Fees: 1 127.01 Tax: I r �7+� y Lab'L CC;;;�:: ::►��;;�'H L;1';❑ TITLE ) (Space Above this Une for Recorder's Usel DEED OF TRUST ASSIGNMENT OF RENTS AND SECURITY AGREEMENT INSTRUCTIONS TO COUNTY RECORDER: THIS INSTRUMENT COW-RS GOODS AND OTHER f �� PERSONALTY THAT ARE, OR 11'ILL BECOME, FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND MUST BE FILED FOR RECORD IN THE RECORDS INIMI E DEEDS OF TRUST ON REAL PROPERTY ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD � BE APPROPRIATELY INDEXED AS: (i) A DEED OF TRUST; (ii) AN ASSIGNMENT OF RENTS; AND (iii) A FIXTURE FILING. TIfE ISIAILING ADDRESSES OF TIDE BORR011'ER (AS TRUSTOR AND DEBTOR) AND THE LENDER (AS BENEFICIARY AND SECURED PARTY) ARE SET FORTH IN THIS INSTRUMENT. 1 THIS DEED OF TRUST ("Instrument") is made this 2 8 th day of October, 1994. 2 among the Trustor/Grantor, 01 MAIN INC. A California Co oration , 3 whose address is c/o Mr. Shaoul J. Levy, 100 Wilshire Boulevard, Suite 1230, Santa Monica, CA 90401 4 ("Borrower"), with Trustee, COMMONWEALTH LAND TITLE.COMPANY. a California Co ration 5 whose address is- 801 North Brand Boulevard, 12th Floor, Glendale, California 91203 6 ("Trustee"), and the Beneficiary, *CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of 7 THE RESOLUTION TRUST CORPORATION. as Receiver for CHARTER SAVINGS BANK. F.S.B., a 8 _ Corporation organized and existing under the laws of the United States of America 9 . whose address is c/o California Office Legal Division, 4M MacArthur 10 Boulevard, Newport Beach, CA 92660-2516 — (""Lender_'). 11 Borrower, in consideration of the indebtedness herein recited and the trust herein created, 12 irrevocably grants. conveys and assigns to Trustee, in trust, with power of sale and with general 13 warranty of title, all of Borrower's present and future right, title and interest in and to the 14 following described real property ("Real Property") located in the City of Huntington Beach. County of 15 Oran e, State of California: SEE EXHIBIT "A" A17ACIIED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE. 16 *(Charter Service Corporation, a wholly-owned Subsidiary or the Resolution Trust Corporation, Receiver for Charter Savins Banc] 5� 1!j.L,' b E1 I -� un f�NriN114i RTC Dead of Trust (California) �� Jl► . June 1992 (Revised 12/21/93) \Y3'.:: ^�i3 Page 1 t !43�3►� 16 TOGETHER with all buildings, improvements and tenements now or hereafter erected on the 17 Real Property, and all heretofore or hereafter vacated alleys and streets abutting the Real 18 Property, and all easements, rights, appurtenances, rents (subject, however, to the assignment 19 of rents to Lender herein), royalties, mineral, oil and gas rights and profits, water, water rights, 20 and water stock now or hereafter appurtenant to the Real Property, and all fixtures, machinery, equipment, 21 engines, boilers, incinerators, building materials, appliances and goods of every nature 22 whatsoever now or hereafter located in or on, or used or intended to be used in connection with 23 the Real Property, including, but not limited to, those for the purposes of supplying or 24 distributing heating, cooling, electricity, gas, water, air and light; and all elevators and related 25 machinery and equipment, fire prevention and extinguishing apparatus, security and access 26 control apparatus, plumbing, bath tubs, water heaters, water closets, sinks, ranges, staves, 27 refrigerators, dishwashers, disposals, washers, dryers, awnings, storm windows, storm doors 28 screens, blinds, shades, curtains and curtain rods, mirrors, cabinets, panelling, rugs, attached 29 floor coverings, furniture, pictures, antennas, trees and plants, and any and all other personal 30 property on the Real Property site, and all appurtenances, facilities and pro2erties related thereto, 31 connected therewith and/or used thereby or therewith 32 all of which, including replacements and addirions thereto, shall be deemed to be part of the 33 Real Property securing this Instrument; and all of the foregoing, together with said Real 34 Property, are herein referred to as the "Pro rt •". 35 TO SECURE TO LENDER (a) the repayment of the indebtedness evidenced by Borrower's Note 36 dated-of even date hemmith ("Note") in the principal sum of Seven Hundred Seventy-Nine 37 Thousand and No/100 Dollars ($ _ _ 779,000.00� 38 ), with interest thereon, with the balance of the indebtedness, if not sooner paid 39 due and payable on the "Maturity Date." as defined in the Note , and all renewals, exteruions 40 and modifications thereof; (b) the payment of all other sums, with interest, advanced under this ' 41 Instrument; and (c) the performance of the obligations of Borrower set out in this Instrument 42 and other documents evidencing, governing or securing the indebtedness of Borrower under 43 the Note (collectively, "Loan Documents"). 44 Borrower represents and warrants that Borrower has legal title to the Property and has the 45 right to grant, convey and assign the Property, that the Property is unencumbered, and that 46 Borrower will warrant and defend generally the title to the Property against all claims and 47 demands, subject to any easements and restrictions listed in any title insurance policy insuring 48 Lender's interest in the Property. RTC Dead of Trust (California) .7une 1992 (Revised 12/21/93) Page 2 49 Covenants and Agreements. Borrower and Lender covenant and agree as follows: 50 1. Payment of Principal and Interest, Performance of Obligations. Borrower shall 51 promptly pay when due the principal of and interest on the indebtedness evidenced by 52 the Note, any prepayment and late charges and other sums provided in the Note at the 53 time and place and in the manner specified in the Note and all other sums secured by 54 this Instrument, without offset, counterclaim or defense. Borrower promptly and fully 55 shall keep, perform and comply with all terms, provisions, covenants and conditions 56 imposed upon Borrower under the Note, this Instrument or any other Loan Documents. 57 2. Funds for Taxes, Insurance and Other Charges. Borrower shall pay to lender on the i 58 day monthly rtMdar installments ofpfinc*l and ime are payable under the Note until the 59 Note is paid in full, a sum ("Funds") equal to one-twelfth of yearly Impositions. As used 60 herein, "impositions" shall mean: (a) the yearly water and sewer charges and taxes and 61 assessments that may be levied, assessed or imposed on the Property, (b) the yearly 62 premiums for extended coverage hazard insurance, rent loss insurance and such other 63 insurance for the Property as Lender may require under Paragraph 5 and (c) such 64 other charges, assessments, levies and taxes, general and specific, or ordinary and 65 extraordinary, that may from time to time be assessed, levied or imposed with respect 66 to the Property, all as reasonably estimated initially and from time to time by Lender. 67 Any waiver by Lender of a requirement that Borrower pay these Funds may be revoked 68 by Lender at any time upon notice in writing to Borrower. Lender reserves the right 69 to require Funds for Impositions to be paid by Borrower in a lump sum or in periodic 70 installments. 71 The Funds shall be held in an institution the deposits or accounts of which arc insured 72 or guaranteed by a Federal agency. Lender shall apply the Funds to pay Impositions 73 so long as Borrower is not in breach of any of Borrower's obligations under this 74 Instrument. Lender shall make no charge for holding and applying the Funds, for 75 analyzing accounts or for verifying and compiling assessments and bills. Unless 76 otherwise required by law, Lender shall not be required to invest the Funds in an 77 interest bearing account. If required by law, Lender shall give to Borrower an annual 78 accounting of the Funds. If interest is required by law to be paid by Lender to y 79 Borrower on the Funds, Lender may impose a reasonable charge for administration and 80 accounting. The Funds are pledged as additional security for the sums secured by this 81 Instrument. Any interest earned on the Funds which is not required by law to be paid 82 to Borrower shall be added to and shall be deemed part of the Funds. 83 If at any time the amount of the Funds held by Lender is less than the amount ' 84 required by Lender to pay Impositions as they fall due, Borrower shall pay to Lender 85 any amount necessary to make up the deficiency within thirty (30) days after notice 86 from Lender to Borrower requesting payment. 87 Upon Borrower's breach of any obligation of Borrower in this Instrument, Lender may 88 apply, in any amount and in any order as Lender shall determine, in Lender's sole 89 discretion, any Funds held by Lender at the time of application (i) to pay Impositions 90 which are or will become due, or (H) as a credit against sums secured by this Instrument , 91 If required by Lender, subject to the terms of an agreement between Borrower and RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 3 92 ' Lender, Borrower shall pay to Lender eaOt memo on the date Fn@R(l4y-_EtviTar installments of 93 pfiReipaland es;--are payable under the Note, the amount ef-U.U. amount set forth 94 such agreement to maintain a fund for replacements with respect to the Property. This fund 95 for replacements shall be held by Lender and, upon Borrower's breach of any 96 obligation of Borrower in this Instrument, may be applied by Lender in the manner 97 required or permitted for Funds in this Paragraph 2. 98 Lender shall promptly refund to Borrower any sums held by Lender under this 99 Paragraph 2 upon Borrower's payment in full of all sums secured by this Instrument. 100 3. Application of Payments. Payments received by Lender from Borrower under the Note 101 or this Instrument shall be applied by Lender in the following order: (i) amounts 102 payable to Lender by Borrower under Paragraph 2 of this Instrument, first to 103 Impositions, then to any fund for replacements; (ii) late charges payable on the Note; 104 (iii) prepayment premiums payable on the Note; (iv) interest payable on advances for 105 the protection of Lender's security trade under Paragraph 8 of this Instrument; (v) 106 interest payable on the Note; (vi) principal of advances made under Paragraph 8 of this 107 Instrument; (vii) principal payable on the Note; and (viii) any other sums secured by 108 this instrument in such order and manner as Lender may determine. 109 4. Charges, Liens. Borrower shall pay all Impositions attributable to the Property at 110 Lender's option in the manner provided under Paragraph 2 of this Instrument or, if not ill paid in such manner, by Borrower making payment, when due, directly to the payee. 112 Borrower shall promptly furnish to Lender all notices of amounts due under this 113 Paragraph 4, and in the event Borrower shall make payment directly. Borrower shall 114 promptly furnish to Lender receipts evidencing these payments. Borrower shall 115 promptly discharge any lien that may have priority over or equality with the lien of y 116 this Instrument. Borrower shall pay, when due, the claims of all persons supplying labor 117 or materials in connection with the Property. Without Lender's prior written 118 permission, in each instance, Borrower shall not allow any lien inferior to this 119 Instrument to be perfected against the Property. Lender may withhold such permission 120 in its sole discretion. r 121 5. Hazard Insurance. Borrower shall keep the Property and the improvements now 122 existing or hereafter erected on the Property insured by carriers at all times satisfactory 123 to Lender against loss by fire, hazards included within the term 'extended coverage" 124 (including flood damage, if the Property is located in a Special Flood Hazard Area), 125 rent loss, plate glass, business interruption and such other hazards, casualties, liabilities 126 and contingencies as Lender shall require. Coverages shall be in such amounts and for ' 127 such periods as Lender shall require. 128 All premiums shall be paid, at Lender's option, in the manner provided under 129 Paragraph 2 or Paragraph 4 of this Instruument. 130 All insurance policies and renewals of policies shall be in a form acceptable to Lender 131 and shall include a standard mortgagee clause in favor of and acceptable to Lender. 132 Lender shall have the right to hold the policies, and Borrower shall promptly furnish 133 to Lender all renewal notices and all receipts of paid premiums. At least thirty (30) 134 days prior to the expiration date of a policy, Borrower shall deliver to Lender a renewal RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 4 135 or replacement policy satisfactory to Lender. 136 In the event of loss, Borrower shall give immediate written notice to the insurance 137 carrier and to Lender. Borrower empowers Lender as attorney-in-fact for Borrower to 138 make proof of loss, to adjust and compromise any claim under insurance policies, to 139 appear in and prosecute any action arising from insurance policies, to collect and 140 receive insurance proceeds, and to deduct from proceeds Lender's expenses of 141 collection. However, nothing contained in this Paragraph 5 shall require Lender to 142 incur any expense or take any action. Borrower further authorizes Lender, at Lender's 143 option, (a) to hold the balance of insurance proceeds to reimburse Borrower for the 144 cost of reconstruction or repair of the Property or (b) to apply the balance of insurance i 145 proceeds to the payment of the sums secured by this Instrument, in such order as 146 Lender may determine. 147 If the insurance proceeds are held by Lender to reimburse Borrower for the cost of 148 restoration and repair of the Property, the Property shall be restored to such condition 149 as Lender may approve in writing. Lender may, at Lender's option, condition 150 disbursement of insurance proceeds on Lender's approval of plans and specifications, 151 contractor's cost estimates, architect's certificates, waivers of liens. sworn statements 152 of mechanics and materialmen and such other evidence of costs. percentage completion 153 of construction, application of payments, and satisfaction of liens as Lender may 154 require. If the insurance proceeds are applied to the payment of the sums secured by 155 this Instrument, the application of proceeds to principal shaII not extend or postpone 156 the due dates of the may-Mo lar installments referred to in Paragraphs 1 and 2 or change 157 the amounts of such_ItMLIar may-installments. If the Property is sold under Paragraph 29 or 158 if Lender acquires title to the Property, Lender shall have all of the right, title and 159 interest of Borrower to any insurance policies, unearned premiums and insurance = 160 proceeds resulting from any prior damage to the Property. 161 Lender shall not exercise its option to apply insurance proceeds to the payment of the 162 sums secured by this Instrument if all the following conditions are met: (i) Borrower is 163 not in breach or default of any obligation under this Instrument or the Note; (ii) 164 Lender determines that there will be sufficient funds to restore and repair the Property 165 to a condition approved by Lender; (M) Lender determines that the rental income of 166 the Property, after restoration and repair of the Property, will be sufficient to meet all 167 operating costs and other expense, payments for reserves and loan repayment obligations 168 relating to the Property; (iv) Lender determines that restoration and repair of the 169 Property will be completed within one (1) year of the date of the loss or casualty to the 170 Property; and (v) restoration and repair of the Property will be completed with more 171 than one (1) year remaining prior to the maturity date of the Note. 172 6. PreserV2tion and Maintenance of Property; Envirotunental Hazards. Borrower (a) shall 173 not commit waste or permit impairment or deterioration of the Property, (b) shall not 174 abandon the Property, (c) shall restore or repair promptly and in a good and 175 workmanlike manner all or any part of the Property to the equivalent of its original 176 condition, or such other condition as Lender may approve in writing, in the event of 177 any damage, injury or loss to the Property. whether or not insurance proceeds are 178 available to cover in whole or in pan the costs of restoration or repair, (d) shall keep 179 the Property in good repair, shall not remove, demolish or materially alter the Property RTC peed of Trust (California) June 1992 (Revised 12/21/93) Page 5 180 without Lender's prior written consent in each instance, and shall repair or replace 181 fixtures, equipment, machinery and appliances on the Property when necessary to keep 182 such items and the Property in good repair, (e) shall comply with all laws, ordinances. 1833 regulations and requirements of any governmental body applicable to the Property, (f) 184 shall provide for management of the Property by a property manager satisfactory to 185 Lender, (g) shall generally operate and maintain the Property in a manner to ensure a 186 maximization of the value of the Property, maximum rents and current and future 187 economic viability, (h) shall not commence construction on the Property without 188 Lender's prior written consent in each instance, and (i) shalI give notice in writing to 199 Lender of and, unless otherwise directed in writing by lender, appear in and defend 190 any action or proceeding affecting the Property, the security or priority of this 1 191 Instrument or the rights or powers of Lender. Neither Borrower nor any tenant or other 192 person shall remove, demolish or alter any improvement now existing or to be erected 193 on the Property or any fixture, equipment, machinery or appliance in or on the Property 194 except when incident to the replacement of fixtures, equipment, machinery and 195 appliances with adequate substitutes of equal or greater value than the replaced items 196 when new. 197 Borrower agrees that Borrower shall not (a) cause or permit the presence, use, 198 generation, manufacture, production, processing, installation, release, discharge, storage 199 (including aboveground and underground storage tanks for petroleum or petroleum 200 products, but excluding small containers of gasoline stored and used in accordance with 201 applicable law for maintenance equipment or similar purposes), treatment, handling, or 202 disposal of any Hazardous ]Materials, as defined in this Paragraph 6. on, under, in or 203 about the Property, or in any way affecting the Property or which may form the basis 204 for any present or future claim, demand or action seeking cleanup of the Property, or 205 the transportation of any Hazardous Materials to or from the Property, or (b) cause or } 206 exacerbate any occurrence or condition on the Property that is or may be in violation 207 of Environmental Laws as defined in thhis Paragraph 6. ' Borrower shall take all 208 appropriate steps to secure compliance by all tenants and subtenants on the Property 209 with Borrower's obligations in this Paragraph 6. 210 Borrower further agrees at all times that it shall comply with, (a) all Environmental 211 Laws, and (b) all notices of violations of Environmental Laws prior to the issuance of 212 any regulatory or judicial order or assessment of any fines. Borrower shall not cause 213 or permit the use of the Property for the generation, presence, management, release, 214 escape, spillage, seepage, leakage, dumping, pouring, emptying, treatment, discharge, 215 emission. handling. storage, transportation, disposal or the like of Hazardous Materials. 216 Borrower shall not cause or permit the migration of Hazardous Materials from the 217 Property to any other property or the environmental or onto the Property from any 218 property or area adjacent to the Property. No Hazardous Materials shall be transported 219 to or placed on, in, under or about the Property, or removed from the Property, except 220 in strict compliance with Environmental Laws. For purposes of this Paragraph 6, 221 "Hazardous_Materials" means all materials, chemicals, compounds or substances 1 222 identified as hazardous or toxic under Environmental Laws. Borrower shall advise 223 Lender promptly, in writing, of any notice or other communication, written or oral, 224 from the United States Environmental Protection Agency or any other Federal, state or 225 local governmental authority having jurisdiction over the Property with respect to any 226 (a) alleged violation of any Environmental Laws, or (b) the • generation, presence, RTC Dead of Trust (California) June 1992 (Revised 12/21/93) Page 6 227 management. release, escape, spillage, seepage, leakage. dumping, pouring, emptying. 228 treatment, discharge, emission, handling, storage, transportation, disposal or the like of 229 Hazardous Materials or storage tanks. 230 Lender, at its sole option and at Borrower's expense, may, from time to time. obtain an 231 environmental audit prepared by an independent engineer or other qualified 232 environmental consultant in order to verify the absence of Hazardous materials on, in, 233 under or about the Property. All tests and samplings shall be conducted using generally 234 accepted and scientifically valid technology and methodologies. Borrower shall give the 235 engineer or environmental consultant reasonable access to the Property and to all 236 records in the possession of Borrower that may indicate the presence (whether current ► 237 or past) or release of Hazardous Materials on, in, under or about the Property. Borrower 238 shall also provide the engineer or environmental consultant an opportunity to interview 239 such persons employed in connection with the Property as the engineer or consultant 240 deems appropriate. y 241 Borrower shall promptly notify Lender in writing of. (i) any enforcement, cleanup, 242 removal or other governmental or regulatory action, investigation, or any other 243 proceeding instituted, completed or threatened in connection with any Hazardous 243 Materials; (ii) any suit, cause of action, or any other claim made or threatened by any 245 third party against Borrower or the Property relating to damage, contribution, cost 246 recovery, compensation, loss or injury resulting from any Hazardous Materials; and (iii) 247 Borrower's discovery of any occurrence or condition on any real property adjoining or 248 in the vicinity of the Property that could cause all of any portion of the Property to be 249 subject to any restriction on the ownership, occupancy, transferability or use of the 250 Property under Environmental Laws. The provisions of the preceding sentence shall be 251 in addition to any and all other obligations and liabilities that Borrower may have to ' 252 Lender under applicable law. 253 Borrower agrees to indemnify, defend and hold harmless Lender from and against any 254 and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses 255 (including reasonable attorneys' fees, whether suit is instituted or not),judgments, fines 256 or amounts paid in settlement, whether known or unknown, liquidated or contingent 257 (collectively, "Losses"), asserted against or incurred by Lender arising out of (1) any 258 release of threat of release of Hazardous Materials at, on or from the Property, or costs 259 of responding to such a release or threat of release, which occurs at, on or from the 260 Property, (2) any investigation or monitoring of conditions at or on the Property, (3) any 261 clean up, containment, remediation, removal or restoration work required or performed 262 by any Federal, state or local governmental entity or performed by any other entity or 263 person because of the presence, release, threatened release or any contamination on, in 264 under or about the Property, (4) any action under any Environmental Laws for 265 contamination on, in, under or about the Property; (5) any claims by third parties for 266 property damage or personal injury, including but not limited to actions alleging health 267 effects from exposure to Hazardous Materials or any other material contained on or 268 released from the Property; (6) the presence of asbestos-containing materials or 269 underground storage tanks located on, in, under or about the Property; and (7) any other 270 defect or environmental contamination or concern now known or later discovered on 271 or at the Property or resulting from conditions on or at property adjacent to the 272 Property. RTC Deed of Trust (California) June 1992 (Revised 12121/93) rage 7 273 Borrower agrees to and shall indemnify, defend and hold harmless Lender from and 274 against all Losses arising from or as a result of the death of a person or any accident, 275 injury, loss or damage whatsoever caused by any person or to the property of any person 276 that shall occur on or adjacent to the Property to the extent directly or indirectly caused 277 by any acts done thereon or any errors or omissions of Borrower or its agents, servants, 278 employees, invitees or contractors. 279 if any claim, action or proceeding is made or brought against Lender by reason of any 280 event that is the subject of the indemnity described in this Paragraph 6, Lender may 281 engage its own attorneys to defend the action or to assist in Lender's defense and 282 Borrower shall pay the reasonable fees and disbursements of such attorneys. s 283 Without limiting the foregoing provisions, Borrower, for itself, its heirs, grantees, 284 successors and assigns, if any, does hereby release, acquit and forever discharge lender 285 in its capacity as conservator or receiver, or in any of its corporate capacities, any of 286 its affiliates, parent corporations, and predecessors, its present and former officers, 287 employees, agents, brokers, contractors and attorneys from any and all Losses (whether 288 known or unknown, contingent or liquidated, in contract or in tort or pursuant to any 289 other theory) arising from or related to (a) any construction defects, errors or omissions 290 in the design or construction of the Property, (b) any contamination or concern now 291 known or later discovered on or about the Property or resulting from conditions on or 292 at property adjacent to the Property, or (c) any other conditions on or affecting the T 293 Property. This release includes but is not limited to all claims, fines, penalties, demands 294 and causes of action for personal injuries, breach of contract, failure of representations 295 and warranties, loss of consortium and services, damage to real property, damage to 296 personal property, damage to improvements or fixtures, illness, death, medical expenses, 297 expenses of monitoring and testing, prejudgment interest, punitive damages, violations 298 of Environmental laws, attorneys' fees and any and all other losses and damages of 299 every kind or character that have accrued or may in the future accrue to the Borrower, 300 its heirs, grantees, successors and assigns. The release set forth in this Paragraph 6 301 specifically includes any Losses under any Environmental Laws. 302 For purposes of this Paragraph 6, "FmAronmental I nws" includes Solid Waste Disposal 303 Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. 6901, et 304 SeMc .), the Comprehensive Environmental Response, Compensation and Liability Act of 305 1980, (42 U.S.C. 7401, It Me .), the Emergency Planning and Community Right-to-Know 306 Act (42 U.S.C. 1101, et fey.), the Clean Water Act (33 U.S.C. 1251 et esMc .). the Hazardous 307 Materials Transportation Act of 1974 (49 U.S.C. 1801, et sM.), the Occupational Safety 308 and Health Act (29 U.S.C. 651 et eq.), the Federal Water Pollution Control Act (33 U.S.C. t 309 1251, gt s,eg.). the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. 136, et 310 eM.), the Safe Drinking Water Act (42 U.S.C. 3001, et 1M.), the Toxic Substances Control 311 Act (15 U.S.C. 2601, It M.), and the Clean Air Act (42 U.S.C. 4701, et eeq.), as any of the 312 same may be amended from time to time, and any comparable or successor provisions 313 of Federal, state or local law, and any regulations, orders, rules, procedures, guidelines 314 and the like promulgated in connection therewith regardless of whether such laws 315 and/or regulations are in existence at the time this Instrument is executed. 316 7. Use of the Property. Unless required by applicable law or unless Lender has otherwise 317 agreed in writing, Borrower shall not allow changes in the use for which all or any part RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 8 318 of the Property was intended at the time this Instrument was executed. Borrower shall 319 not initiate or acquiesce in a change in the zoning classification of the Property without 320 Lender's prior written consent. 321 8. Protection of Lender's Security. If Borrower fails to fully and faithfully perform its 322 obligations under this Instrument, or if any action or proceeding is commenced that 323 affects the Property, title to the Property or the interest of Lender in the Property, 324 including, but not limited to, eminent domain, insolvency, code enforcement, or 325 arrangements or proceedings involving a bankrupt or decedent, then Lender may make 326 such appearances, disburse such sums and take such action as Lender deems necessary 327 to protect Lender's interests, including, but not limited to, (i) disbursements of attorneys' = 328 fees, (H) entry upon the Property to make repairs, and (iii) procurement of satisfactory 329 insurance as provided in Paragraph 5 of this Instrument. 330 Any amounts disbursed by Lender under this Paragraph 8, shall become additional 331 indebtedness of Borrower secured by this Instrument. Unless Borrower and Lender 332 agree to other terms of payment, amounts disbursed under this Paragraph 8 shall be 333 immediately due and payable, and shall bear interest from the date of disbursement at 334 the Default Rate fate stated in the Note. 335 Borrower agrees that Lender shall be subrogated to the lien of any mortgage or other 336 lien discharged, in whole or in part, by the indebtedness secured by this Instrument. 337 Nothing contained in this Paragraph 8 shall require Lender to incur any expense or take 338 any action. 339 9. Inspection. Lender is authorized and empowered to enter and to authorize others to 340 enter upon any or all of the Property, at any time and from time to time, to inspect the r 341 same, to perform or observe any covenants, conditions or terms that Borrower shall fail 342 to perform, meet or comply with, or for any purpose in connection with the protection 343 or preservation of Lender's security, without thereby becoming liable to Borrower or 344 any person in possession holding under Borrower. 345 10. Books and Records. Borrower shall keep and maintain at all times at Borrower's address 346 stated in Paragraph 21, or such other place as Lender may approve in writing, complete 347 and accurate books of accounts and records adequate to reflect correctly the fmancial 348 condition of Borrower, the results of the operation of the Property and copies of all 349 written contracts, leases and other instruments which affect the Property. These books, 350 records, contracts, leases and other instruments shall be subject to examination and ? 351 inspection at any reasonable time by Lender. Upon Lender's request, Borrower shall 352 furnish to Lender, within one hundred and twenty (120) days after the end of each 353 fiscal year of Borrower, a balance sheet for Borrower as of the end of such fiscal year, 354 a statement of income and expenses of the Property and Borrower for such fiscal year 355 and a statement of changes in financial position of the Property and Borrower for such 356 fiscal year, each in reasonable detail and prepared in accordance with generally 357 accepted accounting principles, consistently applied, and Certified by the chief 358 financial officer of Borrower and, if Lender shall require, by an independent certified 359 public accountant satisfactory to Lender. Borrower shall furnish, together with the 360 financial statements and at any other time upon Lender's request, a rent schedule for Ric Deed of Trust (California) Jane 1992 (Revised 12/21/93) Page 9 i 361 the Property, certified by Borrower, shoeing the name of each tenant, and - for each 362 tenant, the space occupied, the lease expiration date, the rent payable and the rent paid 363 and any renewal options and the rent payable under same. 364 11. Condemnation. Borrower shall promptly notify Lender of any action or proceeding 365 relating to any condemnation or other taking, whether direct or indirect, of all or part 366 of the Property, and Borrower shall appear in and prosecute any such action or 367 proceeding unless otherwise directed by Lender in writing. Borrower authorizes Lender, 368 as attorney-in-fact for Borrower, to commence, appear in and prosecute. in Lender's or 369 Borrower's name, any action or proceeding relating to any condemnation or other taking 370 of the Property, and to settle or compromise any claim. The proceeds of any award or 371 payment for damages, or for conveyances in lieu of condemnation, shall be paid to 372 Lender. 373 Borrower authorizes Lender to apply condemnation awards or payments, after the 374 deduction of Lender's expenses incurred in collection of these amounts, at the option 375 of Lender, to restoration or repair of the Property or to payment of the sums secured 376 by this Instrument, in such order as Lender may determine. Any balance shall be 377 promptly paid by Lender to Borrower. Unless Borrower and Lender otherwise agree in 378 writing, any application of proceeds to principal shall not extend or postpone the due 379 date of the menthl -_regular installments referred to in Paragraphs I and 2 of this Instrument 380 or change amount of the-ment4y-_regular installments. Borrower agrees to execute such 381 further evidence of assignment of any awards. payments, proceeds, damages or claims 382 arising in connection with such condemnation or taking as Lender may require. 383 12. Borrower and Lien Not Released. Lender may, without giving notice to or obtaining 384 the consent of Borrower, or of any junior lienholder or guarantor, extend the time for 385 payment of all or part of the indebtedness secured by this Instrument, reduce the 386 payments on the indebtedness, release anyone liable on any of the indebtedness, accept 387 a renewal note or notes for the indebtedness, modify the terms of payment of the 388 indebtedness, release from the lien of this Instrument any part of the Property, waive 389 compliance with or any default under the note, this Instrument or any other Loan 390 Document, exercise or waive the exercise of any rights, power, privilege or remedy 391 under or with respect to the Note. this Instrument or any other Loan Document, take or 392 release other or additional security, reconvey any part of the Property, consent to the 393 granting of any casement,joint in any extension or subordination agreement, and agree 394 in writing with Borrower to modify the rate of interest, the period of amortization, or 395 the amount of the --mewhly_regular installments payable under the Note. Actions taken by 396 Lender under this Paragraph 12 shall not affect the obligation of Borrower to pay the 397 sums secured by this Instrument and to fulfill the obligations of Borrower contained 398 in this Instrument. Furthermore, actions taken by Lender shall not affect any guaranty 399 for payment of the indebtedness secured by this Instrument or Lender's lien on the 400 Property. Borrower shall pay Lender a reasonable service charge, together with any 401 title insurance premiums and attorneys' fees as may be incurred by Lender for any such 402 action. 403 13. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any 404 right or remedy under this Instrument or permitted by law, shall not be a waiver of or 405 preclude the exercise of any right or remedy. The acceptance by Lender of payment of R.0 Deed of Trust (California) June 1992 (Revised 12/21/93) Page 10 i 406 any sum secured by this Instrument after the due date shall not be a waiver of Lender's 407 right either to require prompt payment when due of all other sums so secured or to 408 declare a default for failure to make prompt payment. The procurement of insurance 409 or the payment of taxes or other liens or charges by Lender shall not be a waiver of 410 Lender's right to accelerate the maturity of the indebtedness secured by this Instrument. 411 Furthermore, Lender's receipt of any awards, proceeds or damages under Paragraphs 412 5 and 11 shall not operate to cure or waive Borrower's default in its obligations to pay 413 sums secured by this Instrument. 414 14. Loan Documents. Borrower agrees that any default or breach by Borrower or its 415 principals and guarantors, or any misrepresentation of fact by Borrower or its 416 principals and guarantors under any of the Loan Documents, shall be a breach of 417 Borrower's obligations under this Instrument. The term "Man Documents", as used in 418 this Instrument, includes, but is not limited to, the Note, this Instrument, any other 419 mortgages, deeds of trust or deeds to secure debt securing the Note, any environmental 420 remediation agreement, any escrow agreement, the loan application, including all 421 supporting exhibits, and all other documents executed and delivered in connection with 422 and evidencing, governing or securing the financing transaction secured by this 423 Instrument, as provided by Borrower or its principals and guarantors to Lender. Upon 424 breach of Borrower's obligations under this Paragraph 14, Lender may declare all sums 425 secured by this Instrument due and payable and invoke any remedies permitted by this 426 Instrument or any other Loan Document. 427 I5. Estoppel Certificate. Borrower shall, within ten (10) days of a written request therefor 428 by Lender, famish Lender with a written statement, duly acknowledged, setting forth 429 the sums secured by this Instrument and any right of set-off, counterclaim or other 430 defense which exists against such sums and the obligations of this Instrument. 431 16. Uniform Commercial Code Security Agreement. This Instrument is intended to be a 432 security agreement under the Uniform Commercial Code of the jurisdiction in which 433 the Property is located ("Uniform Commercial Code") for any of the items specified 434 above as part of the Property that, as a matter of law, may be subject to a security 435 interest under the Uniform Commercial Code. Borrower grants Lender a security 436 interest in these items. Borrower agrees that Lender may file this Instrument in the 437 real estate records or other appropriate index as a financing statement for any of the 438 items specified above as a part of the Property. Any copy of this Instrument or of any 439 other security agreement or financing statement shall be sufficient as a financing 440 statement. In addition, Borrower agrees to execute and deliver to Lender, upon Lender's 441 request, any financing statements, as well as extensions, renewals and amendment to r 442 financing statements and copies of this Instrument, and such other documents as Lender 443 may deem necessary or desirable, in such form as Lender may require to perfect a 444 security interest or to effectuate, complete, enlarge or perfect, or to continue and 445 preserve (a) the obligations of Borrower under the Note and the other Loan Documents, 446 and (b) the lien of this Instrument as a first and prior lien upon all of the Property, 447 whether now owned or hereafter acquired by Borrower. Borrower shall pay all costs of 448 filing financing statements and any extensions, renewals, amendments and releases. 449 Borrower shall further pay all reasonable costs and expenses of any record searches for 450 financing statements Lender may require. Without the prior written consent of Lender, 451 Borrower shall not create under the Uniform Commercial Code any other security RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 11 452 - interests in these items, including replacements and additions. Upon Borrower's 453 breach of any obligation of Borrower contained in this Instrument, including the 454 obligation to pay when due all sums secured by this Instrument. Lender shall have the 455 remedies of a secured party under the Uniform Commercial Code and also may invoke 456 the remedies provided in this Instrument, the Note or any other Loan Document, or 457 available by law or equity. In exercising its remedies, Lender may proceed against the 458 items of real property and any items of personal property- specified above as part of the 459 Property separately or together and in any order whatsoever, without in any way 460 affecting the availability of Lender's remedies under the Uniform Commercial Code 461 and the remedies provided in this Instrument, the Note or any other Loan Document, 462 or available by law or equity. 463 17. Leases of the Property. Borrower shall comply with Borrower's obligations as landlord 464 under all leases, subleases, licenses and other forms of occupancy agreements, however 465 denominated, affecting the use or occupancy of all or any portion of the Property which 466 may heretofore have been or may hereafter be entered into, and all renewals 467 extensions, amendments and modifications thereof (hereinafter collectively referred to 469 as the "Lem-;es"). At Lender's request. Borrower shall furnish Lender with executed 469 copies of all current and future leases. Borrower shall promptly deliver to Lender a copy 470 of each notice from Borrower or from a tenant under a lease regarding a default under 471 such lease or any action taken in connection with such default. All leases shall be 472 subject to the approval of Lender. All leases shall be specifically subordinate to this 473 Instrument (unless Lender shall otherwise consent in writing) and shall obligate each 474 tenant to furnish Lender, within ten (10) days of written request by Lender, a written 475 statement setting forth the date of the lease and any amendment or modifications 476 thereto, the rent payable thereunder and the date to which such rent has been paid, any 477 renewal or extension options provided for thereunder, any defaults by the lessor 478 thereunder, any security deposit thereunder, and any right of set-off, counterclaim or } 479 other defense which tenant may have under its lease. All leases also shall reflect that 480 the tenant recognizes Lender, or any person succeeding to the interest of Borrower in 481 the Property, as landlord (attorns to Lender or such other person), effective upon 492 Lender's or such other person's acquisition of title to the Property; that the tenant 493 agrees to execute further evidences of arornment as Lender or such other person may 484 from time to time request; that the attornment of the tenant shall not be terminated by 485 foreclosure; , 486 ; provided, however, that Lender or such other person 487 shall not be bound by any payment of rent for more than two(2) months in advance or 488 any amendment or modification of any lease made without the prior written consent 489 of Lender or such other person. Borrower shall not, without Lender's prior written 490 consent, in each instance, execute, modify, accept the surrender of or terminate, either 491 orally or in writing, any lease providing for a term of t#ree43- --six L&years or more, permit 492 an assignment or sublease of such a lease without Lender's written consent, request or 493 consent to the subordination of any lease to any lien subordinate to this Instrument, or 494 waive any of Borrower's material rights or any of the tenant's material obligations 495 under any lease. If Borrower becomes aware that any tenant proposes to do, or is doing 4% any act or thing which may give rise to any right of set-off against rent, Borrower shall 497 (i) take such steps as shall be reasonably calculated to prevent the accrual of any right 498 to a set-off against rent, (ii) notify Lender of this circumstance and of the amount of 499 said set-offs, and (iii) within ten (10) days(40) after such accrual, reimburse the tenant who RTC Dead of Trust (California) June 1992 (Revised 12/21/93) rage 12 500 shall have acquired such right to set-off or take such other steps as shall effectively 501 discharge the set-off and as shall assure that rents thereafter due shall continue to be $02 payable without set-off or deduction. 503 Leases on the Property for commercial use, (i) shall provide for a minimum twelve 02) 504 months term, (ii) shall not provide for a term greater than _ five (5) years 505 years and, (iii) shall approximately reflect current market rents, without the Landlord's prior written consent. 506 Upon Lender's request, Borrower shall assign to Lender, by written instrument 507 satisfactory to Lender, all current and future leases and all security deposits made by 508 tenants and all guaranties of leases. Upon this assignment of leases, Lender shall have 509 all of the rights and powers possessed by Borrower with respect to the leases prior to 510 the assignment, including, without limitation, the right to modify, extend or terminate 5II existing leases and to execute new leases, in lender's sole discretion. 512 18. Remedies Cumulative. Each remedy provided in this Instrument, in the Note or in any 513 other Loan Document is distinct and cumulative to all other rights or remedies under 514 this Instrument, the Note or any other Loan Document or afforded by law or equity, 515 and may be exercised concurrently, independently, or successively, in any order 516 whatsoever. 517 19. AcceIeration in Case of Borrower's Insolvency. If Borrower shall voluntarily file a 518 petition under any Federal or state statute relating to bankruptcy, insolvency, 519 arrangements or reorganizations, or file an answer in an involuntary proceeding 520 admitting insolvency or inability to pay debts, or if Borrower shall fail to obtain a 521 vacation or stay of involuntary proceedings brought for the reorganization, dissolution 522 or liquidation of Borrower, or if Borrower shall be adjudged a bankrupt, or if a trustee ' 523 or receiver shall be appointed for Borrower or Borrower's property, or if the Property 524 shall become subject to the jurisdiction of a bankruptcy court, or if Borrower shall $25 make an assignment for the benefit of Borrower's creditors, or if there is an attachment, 526 execution or other judicial seizure of any portion of Borrower's assets and such seizure 527 is not discharged within ten (10) days after the occurrence of same. then Lender may 528 declare all of the sums secured by this Instrument to be immediately due and payable. 529 Lender also may invoke any remedies permitted by this Instrument, the Note or any 530 other Loan Document. Any attorneys' fees and other expenses incurred by Lender in 531 connection with the events described in this Paragraph 19 shall be additional 532 indebtedness of Borrower secured by this Instrument pursuant to Paragraph S. 533 20. Transfers of the Property or Beneficial Interests in Borrower. On sate 9F !F nsfeF 0 534 , 535 536 ygin n the repla^ d items when new) OF - (ii) snit benefieial-inie-061 iR 1ROFFOWer—(i .537 lgeffeweF iS Bet a natufal peFSBR OF PeFSeRS W is a effpeffiliOH, PeOneBhip, !HSI OF 538 , 539 due and payable, and LeWeF MY iRyOke any Femedies peFmitted by this Wipament, 540 541 542 ; RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 13 543 544 less^- OF suel 545 546 e. Sales of i-ran feF of _befiefieiai' We 5 ifs 89FfeweF--WheFe-1hefe—efe 547 , SU eF less-cal} 5hafes•-er eiber be eli^ci;a l � beer,—so! r—irtrs.T@.t�3—ha ye srarc- 549 550 21. Notices. Except for any notice required by law to be given in another manner, all 551 notices, waivers, demands, requests or other communications required or permitted by 552 this Instrument (collectively, "Notices"), to be effective, shall be in writing, properly 553 addressed, and shall be given (i) by personal delivery, (ii) by established overnight 554 commercial courier with delivery charges prepaid or duly charged. or (iii) by registered 555 or certified mail, return receipt requested, first class postage prepaid as follows: 556 if to Lender: Charter Service Corporation 557 Title: 558 Resolution Trust Corporation 559 c/o MIDLAND LOAN SERVICES 560 210 West loth Street. P.O. Box 49158 Kansas City. Missouri 64141-6158 561 With a copy to: Mr. David Johnson, Esg., Senior Attorney 562 alifornia Office, Legal Division 563 Resolution Trust Corporation 564 4000 Nenort Boulevard, Fifth Floor i 565 Newport Beach, California 92660-2516 566 If to Borrower: �01 Main, In:.. c/o Mr. Shaoul J. Levy 567 100 Wilshire Boulevard, Suite 1230, Santa Monica, CA 90401 568 Attn: Mr. Shaoul J. Levy, Vice-President/Secretary 569 With a copy to: Mr. Leonard Feldman, President 570 HS/ L✓• C3P•fio! 4 A C�+ Qo a 7 9 571 Attn: 01 Main, Inc. 572 or to any other address or addressee as any party entitled to receive Notices 573 under this Instrument shall designate, from time to time by Notice given, to the 574 others in the manner provided in this Paragraph 21 for the service of Notices. 575 Notices thus given by personal delivery shall be deemed to have been received 576 upon tender to the applicable natural person above shown. Notices thus given 577 by overnight courier shall be deemed to have been received the next business day 578 after delivery to such overnight commercial courier. Notices thus given by mail 579 shall be deemed to have been received on the second (2nd) day after deposit into RTC Deed of Trust (California) June 2992 (Revised 12/22/93) Page 14 580 the United States Postal System. All copies of Notices sent to the parties listed 581 above as receiving copies shall be given in the same manner as the original 582 Notice, and such giving shall be a prerequisite to the effectiveness of any Notice. 583 22. Successors and Assigns Bound; Joint and Several Liability; Agents; Captions. The 584 covenants and agreements contained in this Instrument shall bind, and the rights in 585 this Instrument shall inure to, the respective successors and assigns of Lender and $86 Borrower, subject to the provisions of Paragraph 20. All obligations of Borrower shall $87 be joint and several. In exercising any rights or taking any actions under this 588 Instrument, Lender may act through its employees, agents or independent contractors. 589 The captions and headings of the Paragraphs of this Instrument are for reference and 590 convenience only and are not to be used to interpret or define its provisions. 591 23. Governing Law and Severability. All questions with respect to the construction of this 592 instrument and the rights and liabilities of the parties under this Instrument shall be 593 determined in accordance with the laws of the jurisdiction in which the Property is 594 located, without regard to the application of choice of law principles, except to the 595 extent that such laws arc superseded by Federal law. In the event that any provision 596 of this Instrument or the Note conflicts with law, such conflict shall not affect other 597 provisions of this Instrument or the Note which can be given effect without the S98 conflicting provisions. To this end, the provisions of this Instrument and the Note are 599 declared to be severable. 600 In the event that any law limiting the amount of interest or other charges permitted to 601 be collected from Borrower is interpreted so that any charge provided for in this 602 Instrument or in the Note, whether considered separately or together with other charges 603 Ievied in connection with this Instrument and the Note, violates such law, and Borrower 604 is entitled to the benefit of such law, such charge is reduced to the extent necessary to 605 eliminate the violation. The amounts, if any, previously paid to Lender in excess of 606 the amounts payable to Lender pursuant to such charges as reduced shall be applied by 607 Lender to reduce the principal of the indebtedness evidenced by the Note. For the 608 purpose of determining whether any law limiting the amount of interest or other 609 charges permitted to be collected from Borrower has been violated, all indebtedness 610 which is secured by this Instrument or evidenced by the Note and which constitutes 611 interest, as well as all other charges levied in connection with such indebtedness which 612 constitute interest, shall be deemed t:) be allocated and spread over the stated term 613 (including any renewal or extension) of the Note. Unless otherwise required by 614 applicable law, such allocation and spreading shall be effected in such a manner that 615 the rate of interest computed thereby is uniform throughout the stated term (including 616 any renewal or extension) of the Note. 617 24. Waiver of Statute of LWtationsMaiver of Right to Jury Trial. To the extent permitted 618 by law, Borrower hereby waives the right to assert any statute of limitations as a bar 619 to the enforcement of the lien of this Instrument or to any action brought to enforce the 620 Note or any other obligation secured by this Instrument. 621 Borrower hereby (i) agrees not to elect a trial by jury of any issue triable of right by a 622 jury and (ii) waives any right to trial by jury fully to the extent that any such right 623 shall now or hereafter exist. This waiver of right to trial by jury is separately given RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 15 624 knowingly and voluntarily by Borrower and this waiver is intended to encompass 625 individually each instance and each issue as to which the right to a trial by jury would 626 otherwise accrue Lender is hereby authorized and requested to submit this Instrument 627 to any court having jurisdiction over the subject matter and the parties hereof so as to 628 serve as conclusive evidence of Borrower s herein contained waiver of the right to trial 629 by jury Further Borrower hereby certifies that no representative or agent of the 630 Lender (including Lender s counsel) has represented expressly or otherwise to Borrower 631 that Lender will not seek to enforce this waiver of right to trial by jury provision 632 25 Waiver of Marshalling Notwithstanding the existence of any other security interest in 633 the Property held by Lender or by any other party Lender shall have the right to 634 determine the order in which any or all of the Property shall be subjected to the 635 remedies provided in this Instrument Lender shall have the right to determine the 636 order in which any or all portions of the indebtedness secured hereby are satisfied from 637 the proceeds realized upon the exercise of the remedies provided in this Instrument 638 Borrower any party who consents to this Instrument and any party who now or in the 639 future acquires a security interest in the Property and who has actual or constructive 640 notice of this Instrument waives all right to require the marshalling of assets in 641 connection with the exercise of any of the remedies permitted by law or provided in 642 this Instrument 643 26 Relationship of Parties No right or benefit conferred on Lender under this Instrument 644 shall constitute or be deemed to constitute Lender a partner or a joint venturer with 645 Borrower Borrower and Lender specifically acknowledge that the relationship between 646 Borrower and Lender is solely that of borrower and lender and that all payments 647 required to be made by Borrower to Lender under this Instrument and other Loan 648 Documents are required solely by reason of that relationship 649 27 Mandatory Recourse Notwithstanding anything to the contrary contained in this 650 Instrument or applicable law it is the intent of Borrower and Lender that Borrower and 651 any general partner of Borrower shall be personally liable for 652 a Loss or damage to the Property caused by physical waste or the gross negligence 653 or willful misconduct of the Borrower its agents employees contractors 654 licensees or invitees 655 b Loss or damage suffered by Lender which is subject to indemnification under 656 the provisions of Paragraph 6 relating to Hazardous Materials and/or loss or 657 damage to the Property caused by a breach of said Paragraph 658 c Loss or damage suffered by Lender caused by the removal or disposal of any 659 portion of the Property or of any of the personal property located thereon after 660 notice of default under this Instrument 661 d Loss or damage suffered by Lender as a result of or attributable to any fraud or 662 misrepresentation by Borrower contained in this Instrument the Note or any 663 other Loan Document delivered in connection with the acquisition of the 664 Property or financing including without limitation the loan application 665 relating to the financing secured by this Instrument RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 16 666 C. Loss or damage suffered by Lender as a result of the misapplication of. (1) any 667 rents. issues, profits or other receipts generated by or from the Property 668 following any notice of default to Borrower; (2) any insurance proceeds on 669 account of loss or damage to the Property. or (3) any amounts payable in 670 connection with condemnation of all or any portion of the Property; 671 f. Any and all costs (including, but not limited to, attorneys' fees whether or not 672 suit is instituted) incurred by Lender in the enforcement of any of the 673 provisions of this Instrument, the Note or any other Loan Document following 674 a default by Borrower. t 675 For purposes of this Paragraph 27, "misapplication" means Borrower's failure to apply 676 funds to the reasonable and proper costs of ownership, operation, maintenance, repairs 677 and (when applicable) restoration of the Property, and to the payment of principal, 678 interest and other amounts due under this Instrument, the Note and the other Loan 679 Documents. 680 Nothing in this Instrument shall limit Lender's recourse to the Property or any other 681 property or guarantee given or pledged as additional security for the obligations 682 evidenced by the Note and secured by this Instrument. Further, nothing contained in 683 this Instrument shall prejudice the rights of Lender as to any of the other conditions of 684 the Note or other Loan Documents or to secure a deficiency against any other entity or 685 person(s) who hereafter agree to be liable for Borrower's obligations under the Loan 686 Documents. 687 28. Assignment of Rents; Appointment of Receiver; Lender in Possession. Borrower assigns 688 and transfers to Lender all the rents and revenues of the Property, including without 689 limitation, the rents payable under the leases. Borrower authorizes Lender to collect 690 all rents and revenues and, by this Paragraph, directs each tenant of the Property to pay 691 rents directly to Lender; provided, however, that prior to written notice given by 692 Lender to Borrower of the breach by Borrower of any obligation of Borrower in this 693 Instrument, Borrower shall collect and receive all rents and revenues of the Property as 694 trustee for the benefit of Lender. It is the intent of Borrower and Lender that this y 695 assignment of rents constitutes an absolute assignment and not an assignment for 696 additional security only. Upon delivery of written notice by Lender to Borrower of a 697 breach by Borrower of its obligations under this Instrument, and without the necessity 698 of Lender entering upon and taking fill control of the Property, Lender shall 6" immediately be entitled to possession of all rents and revenues of the Property both 700 past due and unpaid and as they become due and payable. All such rents shall s 701 immediately be held by Borrower as trustee for the benefit of Lender only; provided, 702 however, that the written notice by Lender to Borrower of the breach by Borrower shall 703 contain a statement that Lender exercises its right to rents. Borrower agrees that 704 commencing upon delivery of written notice of Borrower's breach by Lender, each 705 tenant of the Property shall pay rents directly to Lender on Lender's written demand 706 to each tenant delivered to each tenant personally, by mail or by delivering such 707 demand to each rental space, without any obligation on the part of any tenant to 708 inquire as to the existence of a default by Borrower. 709 Borrower states that Borrower has not executed any prior assignment of rents and LTC Dead of Trust (california) June 1992 (Revised 12/21/93) Page 17 710 revenue of the Property, that Borrower has not performed, and will not perform, any 711 acts and has not executed, and will not execute, any instrument which would prevent 712 Lender from exercising its rights under this Paragraph 28, and that at the time of 713 execution of this Instrument there has been no anticipation or prepayment of any of the 714 rents of the Property for more than two (2) months -prior to the due dates of such rents. 715 Borrower agrees that Borrower will not after the date of this Instrument collect or 716 accept payment of any rents of the Property more than two (2) months prior to the due 717 dates of such rents. Borrower further agrees that Borrower will deliver to Lender 718 additional assignments of rents and revenues of the Property as Lender may from time 719 to time request. 720 Upon Borrower's breach of any obligation under this Instrument, Lender may enter 721 upon and take full operational control of the Property. Operational control includes, 722 but is not limited to, the execution, cancellation or modification of leases, the collection 723 of all rents and revenues, the making of repairs to the Property and the execution or 724 termination of management and maintenance contracts. In the event Lender elects to 725 seek the appointment of a receiver for the Property, Borrower hereby expressly 726 consents to the appointment of such receiver. Lender or the receiver shall be entitled 727 to receive a reasonable fee for managing the Property. 728 All rents and revenues collected subsequent to delivery of written notice by Lender to 729 Borrower of the breach by Borrower of its obligations under this Instrument shall be 730 applied first to the costs, if any, of taking control of and managing the Property and 731 collecting the rents and then, in such order of priority as Lender may determine, to the 732 sums secured by this Instrument. Costs include, but are not limited to, attorneys' fees 733 (whether suit is instituted or not), receiver's fees, premiums on receiver's bonds, repairs 734 to the Property, premiums on insurance policies, taxes, assessments and other charges 735 on the Property, and discharging any obligation or liability of Borrower as landlord of 736 the Property. Lender or the receiver shall have access to the books and records used in 737 the operation and maintenance of the Property and shall be liable to account only for 738 those rents actually received. Lender shall not be liable to Borrower, anyone claiming 739 under or through Borrower or anyone having an interest in the Property by reason of 740 anything done or left undone by Lender under this Paragraph 28. 741 If the rents of the Property are not sufficient to meet the costs of taking control of the 742 Property and collecting the rents, any fuids expended by Lender for such purposes shall 743 become indebtedness of Borrower to Lender secured by this Instrument under 744 Paragraph 8. 745 Any taking control of the Property by Lender or the receiver and any application of 746 rents as provided in this Paragraph shall not cure or waive any default under this 747 Instrument or invalidate any other right or remedy of Lender under law or as provided 748 in this Instrument, the Note or the other Loan Documents. This assignment of rents of 749 the Property shall terminate at such time as this Instrument ceases to secure 750 indebtedness held by Lender. 751 29. Acceleration; Remedies. Upon Borrower's breach of any covenant or agreement of 752 Borrower in this Instrument, including, but not limited to, the covenants to pay when 753 due any sums secured by this Instrument, Lender at Lender's option may declare all of RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 18 755 the sums secured by thisf Instrument to be immediately due and payable without further 756 demand and may invoke the power of sale and any other remedies permitted by 75" applicable law or provided herein Borrower acknowledges that the power of sale 758 herein granted may be exercised by Lender without prior judicial hearing Borrower 759 has the right to bring an action to assert the non existence of a breach or any other 760 defense of Borrower to acceleration and sale Lender shall be entitled to collect all costs 761 and expenses incurred in pursuing such remedies including but not limited to 762 attorney s fees and costs of documentary evidence abstracts and title reports 763 If Lender invokes the power of sale Lender shall execute a written notice of the 764 occurrence of an event of default and of Lender s election to cause the Property to be 765 sold and shall cause such notice to be recorded in each county in which the Property or 766 some part thereof is located Trustee shall give notice of default and notice of sale and 767 shall sell the Property according to the laws of California Trustee may sell the 768 Property at the time and place under the terms designated in the notice of sale in one 769 or more parcels and in such order as Trustee may determine Trustee may postpone sale 770 of all or any parcel of the Property by public announcement at the time and place of 771 any previously scheduled sale Lender or Lender s designee may purchase the Property 772 at any sale 773 Trustee shall deliver to the purchaser Trustee s deed conveying the Property so sold 774 without any covenant or warranty expressed or implied The recitals in the Trustees 775 deed shall be prima facie evidence of the truth of the statements made herein Trustee 776 shall apply the proceeds of the sale in the following order (a) to all costs and expenses 777 of the sale including but not limited to Trustee s and attorney s fees and costs of title 778 evidence (b) to all sums secured by this Instrument in such order as Lender in Lender s 779 sole discretion directs and (c) the excess if any to the person or persons legally 780 entitled thereto 781 30 Reconveyance Upon payment of all sums secured by this Instrument Lender shall 782 request Trustee to reconvey the Property and shall surrender this Instrument and all 783 notes evidencing indebtedness secured by this Instrument to Trustee Trustee shall 784 reconvey the Property without warranty to the person or persons legally entitled thereto 785 Such person or persons shall pay Trustee s reasonable costs incurred to so reconveying 786 the Property 787 31 Substitute Trustee Lender at Lender s option may from time to time by an instrument 788 in writing appoint a successor trustee to any Trustee appointed hereunder which 789 instrument when executed and acknowledged by Lender and recorded in the office of 790 the recorder of the county or counties where the Property is situated shall be conclusive 791 proof of proper substitution of such successor trustee The successor trustee shall 792 without conveyance of the Property succeed to all the title powers and duties 793 conferred upon the Trustee herein and by applicable law Said instrument shall contain 794 the name of the original Lender Trustee and Borrower hereunder the book and page 795 where this Instrument is recorded and the name and address of the successor trustee 796 If notice of default has been recorded this power of substitution cannot be exercised 797 until after the costs fees and expenses of the then acting Trustee have been paid to such 798 Trustee who shall endorse receipt thereof upon such instrument of substitution The 799 procedure herein provided for substitution of trustee shall govern to the exclusion of r RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 19 800 all other provisions for substitution statutory or otherwise 801 32 Request for Notices Borrower requests that copies of the notice of default and notice 802 of sale be sent to Borrower at Borrower s address stated below 803 33 Statement of Obligation Lender may collect a fee not to exceed the maximum allowed 804 by applicable law for furnishing the statement of obligation as provided in Section 2943 805 of the Civil Code of California 806 34 Spouse's Separate Property Any Borrower who is a married person expressly agrees 807 that recourse may be had against his or her separate property X 35 Rider This Deed of Trust is also subject to the provisions of the attached Rider to Deed of Trust (the "Rider") of 18 Maes (including exhibits) The terms and conditions of the Rider are herein incorporated into this Deed of Trust 808 IN WITNESS WHEREOF, Borrower has executed this Instrument or has caused the same to be 809 executed by its representatives thereunto duly authorized 810 501 MAIN, INC a California Corporation 811 By LEONARD FELDMAN By SHAOUL LEVY 3 812 President Vice-President/Secretary 813 i� -- i j 814 Borrower's Address 815 c/o Mr Shaoul J Levy, 100 Wilshire Blvd , Ste 1230 816 Santa Monica, California 90401 817 [Notarize Acknowledgement Following] RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 20 ACI:NOII'LEDGNIF-N TS STATE OF CALIFORNIA ) ss COUNTY OF-ORANGE jos j4au*#W) On this 1,-7— day of October, 1994, before me the undersigned, a Notary Public in and for said State, personally appeared LEONARD FELDMAN, r proved to me on the basis of satisfactory evidence)to be the persono whose name(p) is/are subscribed to the within instrument and acknowledged to me that he/ hay executed the same in hiss authorized capacity("). and that by his/henhheir signatur*) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS MY HAND AND OFFICIAL SEAL. MARY J. MADDOX N comm. #960225 W7AFR'PUBIC- tt N tOs ANGFLES COUt.'nOMTY' Notary Publi nd for said County' (SEAL �°`"� ` sz.tN5 STATE OF CALIFORNIA ) ss COUNTY OF e%k4.4GE L,os RV`F - & On this 17 day of October, 1994, before me the undersigned, a Notary Public in and for said State, personally , appeared SHAOUL LEVY, r proved to me on the basis of satisfactory evidence) to be the person() whose name(s) istafe subscribed to the within instrument and acknowledged to me that he/she" executed the same in his/k iAhe4r authorized capacity(ias), and that by his/heUdeir signature(r) on the instrument the person(a), or the entity upon behalf of which the person(a) acted, executed the instrument. i WITNESS MY HAND AND OFFICIAL SEAL. Notary Public d for said County (SEAL) r MARY J. MADDOX = v► � COMM #960225 WTM W KOX.CAURMIA LDS ANGELES COUNTY to My onaL Wrw Har. 12.1438 RTC Deed of Trust (California) June 1992 (Revised 12122193) Page 21 EXHIBIT "A" LEGAL DESCRIPTION OF THE REAL PROPERTY (See Legaf Description. Attached & followings 1 F t RTC Deed of Trust Mailifornia) June 1992 (Revised 12/21/93) Page 22 i Legal Description PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet 1 PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. f 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14 , 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90--316351, Official Records. . RIDER TO DEED OF TRUST This RIDER TO DEED OF TRUST (this "Rider) is by this reference made a part of, and incorporated within, that certain DEED OF TRUST, ASSIGMIENT OF RENTS AND SECURITY ' AGREEMENT (the "Deed of Trust') to which this Rider is attached. Unless otherwise defined herein, each term bearing initial capital letters herein shall have the respective definition ascribed to such term under the Deed of Trust. In the event of any conflict between the provisions of this Rider, the Deed of Trust and any other Loan Document, the terms of this Rider shall prevail and control. IN CONSIDERATION OF the recitals set forth in the Deed of Trust and the mutual covenants, conditions, agreements, representations and warranties contained in the Deed of Trust, this Rider and ere other Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are acknowledged by Borrower, Borrower hereby agrees as follows: 1. AD]2MQNAL COLLATERAL. Without in any way limiting the generality of the Deed of Trust, in addition to the Property and other collateral described in the Deed of Trust, Borrower hereby irrevocably grants, conveys and assigns to Trustee, in trust, with power of sale and with general warranty of title, for the benefit of Lender, and (to the extent any such items constitute personal property) grants to Lender a security interest in and to the following items of property: a. those items of tangible personal property described on Exhibit "B" attached hereto and incorporated herein by this reference; b. all those leases, subleases, franchises, licenses, occupancy agreements and other agreements affecting the use, enjoyment or occupancy of all or any portion of the Real Property and/or the improvements located thereon, now or hereafter existing (the "Leases"); all rents, royalties, income, profits, issues, revenues, tenant payments for property taxes, insurance and common area maintenance, and other revenues from the Leases (the "Rents"); all security deposits and any other deposits made by any tenant with respect to any Lease (the "Lease Deposits"); all Borrower's rights under any ' guaranties of any tenant's obligations under any Lease (the "Guaranties`); including without limitation, those Tenant Leases, Lease Deposits and Guaranties identified on Exhibit "C" attached hereto and incorporated herein by this reference; and C. those items of intangible personal property described on Exhibit "D" attached hereto and incorporated herein by this reference. Notwithstanding any provision of the Deed of Trust or this Rider to the contrary, the term "Property" shall include all the foregoing items for all purposes, but shall = include items of personal property, aid readily removable fixtures, which are owned or leased by tenants of the Property. 2. ALIENATION OR FURTHER ENCUMBRANCE OF THE PROPERTY. Paragraph 20 of the Deed of Trust, "Transfers of the Property or Beneficial Interests in Borrower," is hereby deleted in its entirety and the following provision is substituted in lieu thereof to read in full, as follows: R iC California Office RiErr P e{ R der to Dwd of True (Califor)ia Real Prgala .} BORROWER'S DIMAIS P-cpared July 3,M �vv/ "a If the Property, or any part of or any interest in the Property, is sold, conveyed, transferred, alienated, leased (except for the demise of space within the improve- ments located on the Property under leases to tenants in the ordinary course of Borrower's operation of the Property), or further encumbered, whether voluntarily or involuntarily, without Lender's prior written consent (which consent may be withheld in Lender's sole discretion), Lender shall have the right, at Lender's sole option, to declare the Note and any other obligations secured by the Deed of Trust immediately due and payable regardless of the 'Maturity Date' specified in the Note In any event in which Lender, in Lender's sole discretion, consents to any further encumbrance of the Property, such consent may be conditioned upon delivery to, and for the benefit of Lender, a subordination agreement duly executed by Borrower and the grantee, mortgagee or beneficiary of such further encumbrance, such subordination agreement being in form and substance acceptable to Lender, in Lender's sole discretion "b If (i) Borrower is a corporation, partnership, trust or other legal entity and (u) there is a transfer, assignment or hypothecation, whether voluntary or involuntary, of any stock, partnership or other ownership interest (as the case may be), which changes the direct or indirect beneficial ownership of such entity, existing as of the date of ' the Deed of Trust, by more than twenty-five percent (25%) in the aggregate, then Lender shall have the right, at Lender's sole option, to declare the Note and any other obligations secured by the Deed of Trust immediately due and payable, regardless of the 'Maturity Date' specified in the Note, unless Lender has granted Lender's prior written consent to such transfer, assignment or hypothecation " 3 ATTQRNMENT AGREEMENTS The following shall be added to the end of Section 17 of the Deed of Trust, entitled 'Leases of the Property" Borrower shall deliver to Lender, from all tenants executing new leases or renewing existing leases, attornment agreements directly in favor of Lender, all in form and substance satisfactory to Lender Each such attornment agreement shall provide instructions to each tenant, and obtain each tenant's agreement, to pay rents and other amounts due under such tenant's Lease to Lender or Trustee upon Lender's or Trustee's demand and without the need for consent by Borrower and shall provide for the acknowledgement by each such tenant that landlord's interest under such tenant's Lease has been assigned to Lender, as beneficiary (and Pacific Title Guaranty, as trustee), under and by a deed of trust, assignment of rents and security agreement, of even date herewith 4 ENVIRONMENTAL INDEMNITY Notwithstanding any provision to the contrary in the Deed of Trust or any other Loan Document, that certain Environmental Indemnity of even date herewith executed by Borrower in favor of Lender shall not be secured by the Deed of Trust and that such Environmental Indemnity may be enforced against Borrower pursuant to Sections 726 5 and 736 of the California Code of Civil Procedure RTC C&hfomu Office Rider Pagc Rider to Deed of Trust (Calrfortua Rest Properties) BORROWER S WMALS _�/ Prepared July 3 1993 ) 5 BORROWER S REPRESENTATIONS AND WARRANTIES a Borrower, for itself and its successors and assigns, represents and warrants that 1 Borrower has the lawful right and authority to grant, assign, transfer and/or mortgage its interest in the Property and each portion thereof as contemplated by the Deed of Trust 11 Neither Borrower's execution and delivery of the Note, the Deed of Trust or any other Loan Documents, or any of them, nor the taking of any action in compliance with the Note, the Deed of Trust or any other Loan Documents, or any of them, will (1) contravene, cause a breach of, or constitute a default under any contract or agreement to which Borrower is a party, (2) violate or contravene any law, order, decree, rule or regulation to which Borrower or the Property is subject or (3) result in the creation of a lien against the Property or any portion thereof except as created or otherwise expressly permitted by the Deed of Trust ui Borrower holds fee title, marketable title and good title to the Property and each portion thereof, and is now in possession of, or is presently entitled to possession of, the Property and each portion thereof (Rmyided, however, with respect to after-acquired F collateral, Borrower will be the owner of, have good title to, and will be in possession of, or will be entitled to possession of, such after-acquired collateral at the time Borrower acquires rights therein) iv The Property and each portion thereof is free from liens, encumbrances, possessory interests and adverse claims of title other than the security interest granted by the Deed of Trust, except as otherwise disclosed in the policy of title insurance issued to Lender at the time this instrument is recorded v The Deed of Trust creates a perfected, first priority security interest enforceable against the Property and each portion thereof rovided, however, with respect to after- acquired collateral, the Deed of Trust will create a perfected, first priority security interest in such after-acquired collateral at the time Borrower later acquires rights therein, with the exception of any purchase money security interests in any of such after-acquired collateral) vi The Property and each portion thereof is attached to or located in or about the Real Property and/or Improvements for use in conjunction with the operation of the Real Property and/or Improvements (prpvidtd, however, with respect to after-acquired collateral, such after-acquired collateral will be attached to or located in or about the Real Property and/or Improvements for use in conjunction with the operation of the Real Property and/or Improvements at the time Borrower acquires rights therein) RTC CaLfornu Office Rider Page 3 & Deed Trust(C (Calrforu n Real Properties) BORROWER S AYITIALS Prcpurd July 3 1993 vii. Neither Borrower nor any guarantor of Borrower's obligations under the Notc is "insolvent" (as that term is defined in 11 U.S.C. § 101(32))or the subject of an insolven- cy proceeding (including, without limitation, an assignment for the benefit of creditors, a voluntary or involuntary bankruptcy proceeding or the appointment of a receiver, trustee or other custodian for Borrower's assets). viii. All reports, certificates, affidavits, applications, statements and other data which Borrower provided or caused to be provided to Lender in connection with the loan evidenced by the Note are true and correct in all material respects and do not omit any material information. ix. To Borrower's knowledge, the Property and each portion thereof, and Borrower's actual and intended use of the Property and each portion thereof, comply with all applicable covenants, conditions and restrictions, common interest development by-laws and rules, zoning ordinances, subdivided lands laws, building codes, flood disaster laws, applicable public health and safety and environmental laws and regulations, and all other ordinances, orders or requirements issued by any local, state, or Federal authorities which have or claim regulatory jurisdiction over the Property. x. To Borrower's knowledge, no pending or threatened judicial or administrative actions, suits or proceedings affecting Borrower or the Property or any portion thereof would, if determined adversely either to Borrower or the Property, materially impair either the Property or Borrower's ability to perform the covenants or obligations required to be performed under the Note, the Deed of Trust or any other Loan Documents, or any of them. r Xi. To Borrower's knowledge, the Property is not subject to any delinquent and unpaid water charges, sewer rents, property taxes or assessments, except as otherwise discloses in the policy of title insurance issued to Lender at the time this instrument is recorded. xii. To Borrower's knowledge, the Property is free from damage caused by fire or other casualty. xiii. To Borrower's knowledge, no part of the Property has been taken in condemnation, eminent domain or similar proceeding and no such proceeding is pending. xiv. To Borrower's knowledge, the leases have not been modified and Borrower has not released, waived or discharged the rental or any other obligation of any tenant. xv. No event of default under the Deed of Trust or any other Loan Document, or other event which would, with the passage of time or the giving of notice or both, become such an event of default, exists. RTC California Office Rdct Pig 4 Rdec to Dad of Tn►sr (California Real Prweftica) SORROWER'S LIM AT Pivpucd July 3. M 6 ESTOPPEL Without in any way limiting the generality of the Deed of Trust, and with reference to Paragraph 15 thereof, any such written statement shall be in a form acceptable to Lender and shall be witable for recordation, and shall also include the following statements (a) that the Note and the Deed of Trust and any other Loan Document have not been modified following their execution, other than as specified, and (2) that Borrower agrees that a prospective purchaser or assignee of Lender's interest under the Note, the Deed of Trust and any Loan Document may reasonably rely on such written statement If Borrower should fail to so provide this written statement, Borrower shall be deemed to have irrevocably appointed Lender as Borrower's attorney-in-fact to execute and deliver such written statement 7 INSURANCE REQUIREMENTS At all times that the Note is outstanding, Borrower, at Borrower's expense, shall maintain the following types of insurance from insurers, upon such terms and conditions, and with policy forms, expiration dates and minimum coverage amounts acceptable to Lender in Lender's sole discretion (the "Insurance Policies') a Hazard Insurance Coverage If there are insurable improvements located on the Property, Borrower shall maintain hazard/casualty insurance coverage meeting the following requirements (1) the amount of insurance shall be one hundred percent (100%) of the replacement value of the Improvements on the Property, (ii) the insurer shall pay all applicable claims on a replacement cost basis, (iii)the relevant policy shall not contain or be issued subject to any coinsurance clauses, and (iv) the insurer shall issue, and Borrower shall maintain an Agreed Amount Endorsement b Deductible Any and all Insurance Policies shall contain a maximum deductible equal to the lesser of (i) Ten Thousand Dollars ($10,000 00) or (u) one percent (I%) of the policy face value, provided that such Insurance Policies may contain such higher maximum deductible amount as may be required by applicable law c Steam Boiler If a steam boiler or other pressure vessel is in operation on the Property, then Borrower shall maintain steam boiler coverage, providing a minimum liability per j accident at least equal to the lesser of(i) Two Million Dollars ($2,000,000 00) or (ii) the insured value of the building(s) housing the boiler or machinery d Rent Loss and Business Interruption To the extent that income producing operations occur upon the Property, Borrower shall maintain rental loss and business interruption coverage meeting the following requirements (i) Borrower shall maintain a minimum of twelve (12) months' coverage for all multifamily residential properties and commercial real estate, (ii) relevant Insurance Policies shall be adjusted annually to reflect current rent levels, and (ni) Borrower shall maintain coverage of ninety-five percent (95%) of gross potential rent e General Liability Borrower shall maintain a comprehensive general liability insurance policy (1) for buildings served by elevators, in a minimum amount of Three Million Dollars ($3,000,000 00)) for bodily injury and property damage for any single RTC CaLfornu Ofriet Rider Page 5 Rider to Deed of Trust (California Real Properuea) BORROWER S WMAIS Prepared July 3 L993 occurrence; and (ii) for unimproved land and for all other buildings, in a minimum amount of One Million Dollars ($1,000,000.00) for bodily injury and property damage for any single occurrence. f, Contmaual LiabilityI Coverage: Borrower shall maintain Contractual Liability coverage. To the extent that insurable improvements containing plate glass windows and doors are located on the Property, Borrower shall also maintain Plate GIass coverage, either as an endorsement to the hazard/casualty Policy or as a separate insurance policy. g. Earthquake: If the Property is located in a Federal Geological Hazard Zone or in any area prone to earthquakes and insurable improvements are located on the Property, then Borrower shall maintain earthquake coverage. h. EJood Lnsurnce If the Property is located in a Special Flood Hazard Area or in a One Hundred year Flood Plain and insurable improvements are located on the Property, Borrower shall maintain Flood Insurance. i. Insurance Carrier Each insurer shall have and maintain an A.M. Best Co. policyholder's rating of "A" or better and financial size category of "V" or better; provided that an ► insurer with a lesser rating shall be permitted if such insurer presents a reinsurance agreement, containing a direct access clause, with one or more insurers which do meet the foregoing rating requirements. In no event shall coverage amounts exceed five percent (5 5) of carrier surplus and capital, unless approved in writing by Lender or unless reinsurance is provided. Each insurer shall be fully licensed and admitted in the state in which the Property is located. j. Single Carriers Unless Lender otherwise approves, the same insurer shall issue each and every coverage required by this Rider. k. Mortgapee Clause The mortgagee clause shall read as follows: CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of the RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, F.S.B., c/o Llidland 14QIkn Sgrvices,.21WC9 I Oth P.Q. Box 419158, Kansas City, Missouri 64141-6158 (Loan-Servicer), and its successors and assigns as their interests may appear. Such clause must provide that the insurer shall notify Lender in writing at least thirty (30) days in advance of any policy reduction, non-renewal or cancellation. 1. Other Coverazes Lender may require such further and other coverages, in addition to those set forth above, from time to time, as are commercially reasonable. RTC California Office Rider Page 6 Rita 10 Deed of Trda (C-bfor,L6leal bopuliu) BORROIAfR SLiMALS Prepared July 3.1"3 M. Mandatory Policy Provisions. i. All Insurance Policies must have a "lender's loss payable" endorsement acceptable to Lender; I All Insurance Policies must provide for at least thirty (30) days' prior written notice to Lender of any cancellation, termination or modification; iii. All liability Insurance Policies shall name Lender as an "Additional Insured"; and iv. All casualty Insurance Policies shall provide that proceeds of the payment of a claim shall be payable to Lender as its interest may appear pursuant and subject to a mortgagee clause (without contribution) of standard form attached to, or otherwise made a part of, the applicable policy. n. n n . On the date of recordation of the Deed of Trust, Borrower shall provide to Lender written evidence of the existence of such coverage in the form of (i) original Insurance Policies evidencing such coverage and showing all such coverage in full force and effect as of the date of recordation of the Deed of Trust, or (ii) a binder outlining all such coverages, together with the forms of all applicable Insurance Policies and endorsements and evidence that ft annual premiums have been paid in full. Following recordation of the Deed of Trust, Borrower shall provide Lender with: (iii) the original Insurance Policies, or, if Lender agrees, copies of such Insurance Policies, and receipts evidencing the payment of all premiums for these policies, no later than ten (10) days following demand therefor by Lender; and (iv) the binders and/or certificates which evidence the renewals of all of these policies at least thirty (30) days before their expiration date. o. Foreclosure of Deed of Trust. In the event of foreclosure of the Deed of Trust, or other transfer of title to the Property in satisfaction of the indebtedness secured by the Deed of Trust, all right, title and interest of Borrower in and to these policies, and all proceeds payable under these policies, shall vest in the transferee of the Property. p. Borrower's Failure to Procure or Maintain Insurance. If Borrower fails to procure or maintain any policy or policies of insurance required by Lender or by the Deed of Trust, Lender may, but shall not be obligated to, procure any such policy or policies of insurance and, in such event, Borrower shall promptly reimburse Lender for the cost of any such policy or policies, plus interest at a rate per annum equal to the lesser of (i) four percentage (4%) points over the Annual Rate, as set forth in the Note, per annum, or (ii) the maximum rate per year allowed by applicable law. Borrower's obligation to reimburse Lender shall be secured by the Deed of Trust. q. No-Sparate,.)nsurance. Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder • R rc cauonug office Rider Pap T Rider to Deed of True ' (C�lifarnia Rea Yrapeniu) BORR0WER'S r%TnALS Uvpued July 3.M unless Lender is included thereon under a standard non-contributory mortgagee clause acceptable to Lender. Borrower shall immediately notify Lender whenever any such separate insurance is taken out and shall promptly deliver to Lender the original policy or policies of such insurance. In the evert of a foreclosure sale, all interest in all such separate Insurance Policies in force shall pass to Lender, transferee or purchaser, as the cause may be, and Borrower agrees to cooperate with Lender to effect a prompt and orderly transfer of all such policies. 8. CQNTESTING PROPERTY TAXES. Borrower may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any all general, special, supplemental and any other taxes ' and assessments against the Property, and all other bonds, liens, fees or charges which are collected in the same manner as real property taxes against the Property (the "Taxes"), so long as the contest is diligently pursued. Pending the contest, Borrower shall not be deemed in default under the Deed of Trust by reason of nonpayment of the contested Taxes, if: a. Borrower promptly notifies Lender of Borrower's intention to contest such Taxes and Lender determines, in its reasonable opinion, that the non-payment of such Taxes, pending the resolution of Borrower's contest, will not result in the loss, forfeiture or diminution in value of the Property or any interest of Lender in the Property; b. Before the asserted Taxes becomes delinquent, Borrower establishes an irrevocable escrow account with an escrow agent satisfactory to Lender, with escrow instructions satisfactory to Lender, and deposits in said escrow an amount sufficient to satisfy the tax, in the amount originally assessed, and any interest, costs and penalties; + C. Borrower promptly pays any amount adjudged by a court or administrative body of competent jurisdiction to be due, including alI interest, costs and penalties, after the judgment becomes final; and d. Any such contest shall be concluded and such Taxes, interest, costs and penalties shall be paid prior to the date on which, under applicable law, the Property may be sold. 9. INSURANCE AND CONDENfNATION PROCEEDS. Without in any way limiting the generality of the Deed of Trust, but with reference to Paragraphs 5 and 11 thereof, Borrower hereby assigns, transfers and sets over to Lender all proceeds from any insurance award related to the Property, any condemnation award related to the Property and any claim for damages to the Property based upon the exercise of the powers of eminent domain or condemnation or based upon a casualty or hazard loss to th. Property. In addition to Lender's right to hold the insurance proceeds pursuant to Paragraph 5, Lender shall have the right (exercisable in Lender's sole and absolute discretion) to hold and disburse any such condemnation proceeds in the same manner and under the same conditions as set forth in Paragraph 5 (lines 147 through 171 inclusive) in connection with any restoration or repair following the ccndemnation or taking; and Lender shall have the right to deposit any such insurance or condemnation proceeds held with a third party escrow or trust company (the "Disbursing Party') for disbursement and to pay a reasonable charge for such Disbursing P=y's services. Any surplus insurance or s RTC Caleomia Off= Rider Pact 1 Rider io Deed d 7nm (Clivornia Real Prapertiea) BORROWDVS L%TnA1S Pnp"July 3,1993 condemnation proceeds (remaining after payment of all costs of repair and restoration and a1 charges payable to any Disbursing Party) shall, at the sole option of Lender, be applied to the amounts owing under the Note and the Deed of Trust No interest shall be allowed to Borrower on account of any such insurance or condemnation proceeds held by Lender or the Disbursing Party Such proceeds held by the Disbursing Party or Lender need not be kept separate and apart from any other funds of the Disbursing Party or Lender, as the case may be Lender shall not be held responsible for any failure to collect any condemnation or insurance proceeds regardless of the cause of such failure or for any use by Borrower of such proceeds as Lender may pay over to Borrower 10 INITIAL PAYMENT OF FUNDS FOR IMPOSITIONS Without limiting the generality of the Deed of Trust, and with reference to Paragraph 2 of the Deed of Trust, In addition to the Funds deposit made with each regular installment, Borrower shall also make the following initial deposit of Funds, no later than the date of recordation of the Deed of Trust, to Lender, equal to an amount which, when added to Borrower's regular payment of Funds pursuant to the Deed of Trust will ensure an account balance sufficient to satisfy the next due payment of the Impositions at least thirty (30) days before payment of each such amount is due 11 MECHANICS' LIENS With reference to Paragraph 4 (lines 116 and 117) of the Deed of Trust, Borrower shall have the right to contest in good faith any such claim or demand, for labor and materials supplied, so long as Borrower does so diligently and without prejudice to Lender If Borrower contests any such claim or demand, then Borrower shall, upon Lender's request, promptly provide a bond, cash deposit or other security reasonably satisfactory to Lender 12 FURTHER DOCUMENTATION Borrower shall, on the request of Lender promptly 9 a Correct any defect, error or omission that may be discovered in the Deed of Trust or in the form or contents of any of the other documents connected with the Deed of Trust, and b Execute, acknowledge, deliver, and record or file such further instruments (including, without limitation, further deeds of trust, security agreements, financing statements, continuation statements and assignments of rents or leases) and do such further acts as may be necessary, desirable or proper to implement the provisions of the immediately preceding subparagraph or to carry out more effectively the purposes of the Promissory Note, the Deed of Trust and any other Loan Documents 13 WAIVER OF RIGHT TO MARSHALING Borrower, and any person who presently has or subsequently acquires an interest in the Property with actual or constructive notice of the Deed of Trust, waive any and all rights under Sections 2899 and 3433 of the California Civil Code or other applicable statute or common law rule to require a marshaling of assets upon Lender's exercise of its remedies provided by the Deed of Trust, Lender, in its sole discretion, shall be entitled to determine the order in which the Property shall be subjected to the remedies provided by the Deed of Trust RTC C 1dorou Office Ri page 9 Rider to Dad of Trust (C49—Real Properuu) BORROWER S INMAIS�#- Prepared July 3 1993 1 14 FIXTURE FILING The Deed of Trust constitutes, and shall be deemed, a fixture filing under Section 9313 and Section 9402(5) of the California Commercial Code and for all purposes of California law 15 DEFAULTS Without limiting the generality of the terms and provisions of the Deed of Trust, at Lender's option (but without obligation to exercise such right), and regardless of any prior forbearance by Lender, the terms "default' and 'breach" for all purposes of the Deed of Trust (including without limitation, Paragraph 29 of the Deed of Trust) and for all purposes of this Rider, shall mean and include all of the following events a Payments Under this Not Borrower's failure to pay any regular monthly installment payment or any other payment due under this Note or any other Loan Document, on or before such payment's due date b Non-monetary, Obligations Under the Note Borrower's failure to duly observe or perform any covenant or obligation imposed on Borrower pursuant to the terms of the Note, other than the payment of money, provided, however, that if any such default is reasonably susceptible to cure, Borrower shall be entitled to a grace period of thirty (30) days following Lender's delivery of written notice of such default in which Borrower shall cure such default, further provided, however, that if such curable default reasonably requires more than thirty (30) days to cure, and Borrower has promptly commenced cure of such default within the thirty (30) day grace period and thereafter uses reasonable and continuous diligence to cure such default, then the thirty (30) day period shall be reasonably extended, but not to exceed sixty (60) days, unless otherwise agreed in writing by Lender c Default Under Deed of Trust or Loan Documents The occurrence of a default or breach under the Deed of Trust or any Loan Document, provided, however, that if any such default is reasonably susceptible to cure, Borrower shall be entitled to a grace period of thirty (30) days following Lender's delivery of written notice of such default in which Borrower shall cure such default, further provided, however, that if such curable default reasonably requires more than thirty (30) days to cure, and Borrower has promptly commenced cure of such default within the thirty (30) day grace period and thereafter uses reasonable and continuous diligence to cure such default, then the thirty (30) day period shall be reasonably extended, but not to exceed sixty (60) days, unless otherwise agreed in writing by Lender d Misrepresentation The discovery by Lender that (1) any representation or warranty given in the Note or in any Loan Document, and/or (ii) any information or documents (including without limitation, the loan application and financial statements) given to 1 Lender by Borrower (and/or any guarantor, endorser, or surety (each, a 'Surety") of the Note) as an inducement for Lender to extend the credit represented by the Note, and/or (iii) any representation or warranty given In the Purchase and Sale Agreement for the Property (or the Seller Financing Addendum attached thereto) is false or misleading or RTC California Office RI Page 10 Rider to Deed of Trust (California Real Properties) BORROWERS INPTIAIS / Prepared July 3 1993 inaccurate in any material respect, as of the date such representation, warranty, information or documents (as the case may be) were made or given e Insolvency The occurrence of any of the following events 1 If Borrower or any Surety shall make an assignment for the benefit of creditors, of any or all of Borrower's or such Surety's assets, including without limitation, all or any part of the Property, u If a custodian, trustee, receiver, or agent is appointed for, or takes possession of any or all of the property of, Borrower or any Surety, including without limitation, all or any part of the Property, ill If Borrower or any Surety becomes 'insolvent" as that term is defined in Section 101(32) of Title 11 of the United States Code (the "Bankruptcy Code'), e iv If Borrower or any Surety is unable to meet its respective debts as such debts mature, or does or fails to do anything that allows Borrower's or such Surety's various obligations (as the case may be) to become due before their stated maturity, v If Borrower or any Surety shall (1) file a petition with the Bankruptcy Court under the Bankruptcy Code or (2) otherwise file any petition, or apply to any tribunal, for appointment of a custodian, trustee, receiver, or agent of Borrower or of such Surety, or (3) commence any proceeding related to Borrower or such Surety under any bankruptcy, reorganization, arrangement, insolvency, debt readjustment, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect, vi If any petition is filed against Borrower or any Surety under the Bankruptcy Code and either (1) the Bankruptcy Court orders relief against Borrower or such Surety under any chapter of Bankruptcy Code or (2) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing, vii If any petition or application of the type described in Section 10 d vi is filed against Borrower or any Surety, and either (1) Borrower or such Surety, by any act, indicates Borrower's or such Surety's approval thereof, consent thereto or acquiescence therein (as the case may be), or (2) an order is entered appointing any such custodian, trustee, receiver or agent, adjudicating Borrower or such Surety bankrupt or insolvent, or approving such petition or application in any such proceeding, and any such order remains in effect for more than thirty (30) days, vui If a notice of lien, levy or assessment (other than those expressly permitted under the Note or the Loan Documents) is filed of record with respect to any or all of Borrower's assets or any Surety s assets, including without limitation, the Property, by the United States Government, or any department, agency or instrumentality thereof, or RTC C 1dorma Office Rider Page 11 Rides to Deed of Trust (California Real Properties) BORROWER S WMAIS Prepared July 3 1993 by any state, county, municipal or other governmental agency, or if any taxes or debts owing at any time hereafter to any one or more of such entities become a lien (except as expressly permitted by the Note or the Loan Documents), whether inchoate or otherwise, upon any or all of Borrower's assets or any Surety's assets, including without limitation, all or any part of the Property, and the same is not paid on or before the date due. ix. If any or all of Borrower's assets or any Surety's assets (including without limitation, all or any part of the Property), is attached, seized,.executed upon, or subjected to a writ of possession or distress warrant, or are otherwise levied upon, and the same is not released, discharged or bonded against within fifteen (30) days of the seizure, execution, attachment or levy. Notwithstanding any other provision of the Deed of Trust to the contrary, the terms "Loan Document' or "Loan Documents" do not include any RTC Guaranty of Payment and Performance or any rider thereto, any RTC Assignment of Leases, Rents, and Profits or any rider thereto, or any Environmental Indemnity. 16. REMEDIES. Without in any way limiting the generality of the Deed of Trust or this Rider, upon default under, or breach of, the Deed of Trust, Lender shall have the following rights: a. the right to obtain a court order to enforce Lender's right to enter and inspect the Property pursuant to Section 2929.5 of the California Civil Code; b. the right to have a receiver appointed pursuant to Section 564 of the California Code of Civil Procedure to enforce Lender's right to enter and to inspect the Property; C. the right to commence and maintain an action or actions in any court of competent jurisdiction for breach of contract pursuant to Section 726.5 and/or Section 736 of the Californi f-CLviL1!rocdgr d. the right to seek an attachment order pursuant to Section 483.010 of the lif rnia d of Civil Procedure. e. to the extent permitted by Division 9 of the California Commercial Code, the right to retain any item of personal property in satisfaction of Borrower's obligations under the Note. f. the right to foreclose on any personal property in the manner provided by Division 9 of the California Commercial-bode, and apply the proceeds of any such foreclosure sale and exercise any of the other rights and remedies pursuant to such provisions. • R'.C C&Uomk Ofr" Rider Pate 11 RAer to Deed or Tnut (Calllmis Rai PmrrdA) BORROWER'S Lti'1'TIALS Prep"July 3.1993 g. the rights under Section 9501(4)of the CalifQrnia Commergial to conduct separate foreclosures, or a 'unified" foreclosure, of some or all of its 'mixed" real and personal property security. 17. POWER QF ATTORNEY. To the extent that Lend:r is appointed the Attorney-in-Fact of and for Borrower or is granted a Power of Attorney to act on behalf of Borrower for any purpose, under the bred of Trust, the Note or any other Loan Document, such appointment as Attorney-in-Fact and such Power of Attorney shall be, and shall be deemed to be, coupled with an interest and irrevocable. Borrower agrees to provide such other 2-nd further documentation, and-to perform such other acts, as may be appropriate or necessary to effect or perfect such appointment as Attorney-in-Fact or such Power of Attorney. 19. TIME OF ESSENCE. Time is of the essence with respect to the performance of all obligations created by the Deed of Trust. 19. CHARGE Q IATEMENT. Borrower agrees to pay Lender a reasonable charge for providing any statement of the unpaid balance or the status of the obligations secured by the Deed of Trust. 20. L= ONIJABUM. Neither Lender nor any Disbursing Party shall be liable for any act or omission taken in good faith but only for its gross negligence or wilful misconduct. 21. ACCEPTANCE BY TRUSTEE. Trustee accepts this Trust when the Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. s 1 11 ' RTC Calilomia Ofrom Rider Pate 13 Ridx to Deed of Trim (CLUMia Real PMMtiea) BORROWER'S Lti'I77AIS Pmq"July 3.3993 i EXHIBIT "B" TANGIBLE PERSONAL PROPERTY Borrower hereby grants to Secured Party a security interest in all equipment, machinery, fixtures, goods, furnishings, accounts, general intangibles, documents, instruments and chattel paper, and all other personal property of every kind and description, whether now existing or hereafter acquired, now or at any time hereafter attached to, erected upon, situated in or upon, forming a part of, appurtenant to, used or useful in the construction or operation of or in connection with, or ansing from the use or enjoyment of all or any portion of, or from any lease or agreement pertaining to, the real property or interests therein located in the County of Orange, State of California, as more particularly described in Exhibit "A" and made a part hereof (the "Land"), including without limitation All fixtures now or hereafter affixed to the Real Property, including all building, structures and improvements of every kind and description now or hereafter erected or placed thereon and any and all machinery, motors, elevators, escalators, boilers, equipment (including, without limitation, all equipment for the generation or distribution of air, water, heat, electricity, light, fuel or refrigeration or for ventilating or air conditioning purposes or for sanitary or drainage ' purposes or for the removal of dust, refuse or garbage), partitions, appliances, furniture, furnishings, building service equipment, building materials, supplies, ranges, refrigerators, cabinets, laundry equipment, hotel, kitchen and restaurant equipment, lighting fixtures, plumbing fixtures, computers and software, radios, televisions, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other floor coverings, lobby furnishings, games and recreational and swimming pool equipment, incinerators and other property of every land and description now or hereafter placed, attached, affixed or installed in such buildings, structures, or Improvements t i RTC CaWornu Office Rider Page 14 Rider to Deed of Trust (CaLfornu Real ProperwA) BORROWER S INITIALS Prepared July 3 1993 t EXHIBIT "C" LEASE i Apt No., Suite Tenant's Name Approx. Current Lease I.case Current Lease Security No. or Address Size Gross Com- Expiration Option Period Deposit (Square Monthly mencement Date Amount ($) Feet) Rent ($} Date ;P Annie's Nail 875 $1,268.75 12-16-1991 1996 $1,229.60 #G Montgomery Jewelers 865 $1,254.25 06-06-1992 2002 $1,254.25 dill Huntington National 1981 $3,169.60 12-13-1991 1996 $3,369.20 RTC C.Idomm Unka Yea is Rx*r 10 Eked 4W TPA& (C.l.l.X.;.RW PIt +artio.) TionwoRi�SLtiTi2Atr�«C.] hq..d]utp 3.1"3 .� �` -. 04, . EM11Brr *D* INTANGIBLE PERSQNAL P$QEERTY Borrower hereby grants to Secured Party a security interest in and to all items of intangible personal property used in connection with the ownership, operation, management and leasing of the Property, including the following items: 1. All fees, income, rents, royalties, revenue, issues, profits, receipts, earnings, proceeds and other s benefits from any and all of the Property including, without limitation,rights to all deposits from purchasers or tenants of single or multi-family residences, commercial or office buildings now or hereafter constructed upon the premises, sale of club memberships relating to the use or enjoyment of all or a portion of the Property, accounts receivable, accounts receivable generated by the use and occupancy of the Property and the operation of all business located on the Property, including any accounts receivable, credit card receipts, room revenues and user fees regardless of source or the manner paid, and including all other and additional amounts paid or to be paid by any hotel, restaurant or bar patrons of the Property for any goods, services or benefits which are provided at the Property, deposit accounts, chattel paper, notes, drafts, contract rights, instruments, general intangibles and principal, interest and payments due on account of goods sold, single or multi-family residence, commercial or office buildings sold or leased, services rendered, loans made or credit extended, together with title or interest in all documents evidencing or securing the same; 2. All deposits made with or other security given to utility companies by Borrower with respect to { the Property and the Improvements thereon, and all advance payments of insurance premiums made by Borrower with respect thereto and all claims or demands relating to such deposits, other security and/or such insurance; 3. All damages, royalties and revenue of every ldnd, nature and description whatsoever that Borrower may be entitled to receive, either before or after any default hereunder, from any person or entity owning or having or hereafter acquiring a right to the oil, gas or mineral rights and reservations of the Real Property; 4. All proceeds and claims arising on account of any damage to or taldng of the Real Property or the Improvements thereon or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of the Real Property or the Improvements; 5. All licenses (including, but not limited to, any operating licenses or similar licenses), contracts, management contracts or agreements, franchise agreements, permits, authorities or certificates _ required or used in connection with the ownership of, or the operation or maintenance of, the Property and/or Improvements; 6. All governmental permits relating to construction, all names under or by which the Property or the Improvements may at any time be operated or known, and all rights to carry on business ` Ric Cdironua Orr" Page 16 Ricer to Dead or True (Glewlie Real Propeniu) BORROWER'S L14TMUS Prcpuod Jul?3,M I under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill; 7. All water stock relating to the Real Property, shares of stock or other evidence of ownership of any part of the Real Property that is owned by Borrower in common with others, and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Real Property; 8. All plans and specifications prepared for construction of the Improvements and all studies, data t and drawings related thereto; and also all Contracts and agreements of Borrower relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of the Improvements; 9. All sales agreements, deposit receipts, escrow agreements and other ancillary documents and agreements entered into with respect to the We to any purchasers of any part of the Real Property or any buildings or structures on the Real Property, together with all deposits and other proceeds of the sale thereof, 10. All replacements, repairs and substitutions of, and accessions and additions to, any of the t foregoing; 11. All proceeds of any of the foregoing, including, without limitation, proceeds of any voluntary or involuntary disposition or claim respecting any thereof(pursuant to judgment, condemnation award or otherwise) and all goods, documents, general intangibles, chattel paper and accounts, a wherever located, acquired with cash proceeds of any of the foregoing or proceeds thereof; 12. Borrower's rights under all insurance policies covering the Property or any of the aforesaid collateral, and all proceeds, loss payments and premium refunds payable regarding the same; 13. All reserves, deferred payments, deposits, refunds, cost savings and payments of any kind relating to the construction of any Improvements on the Property; 14. All causes of action, claims, compensation and recoveries for any damage to or condemnation or taldng of the Property or the aforesaid collateral, or for any loss or diminution in value of the Property or the aforesaid collateral; and 15. All architectural, structural, mechanical, and engineering plans and specifications prepared for construction of improvements or extraction of minerals or gravel from the Property and all studies, data and drawings related thereto; and also all contracts and agreements of Borrower relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings or to the construction of improvements on or extraction of minerals or gravel from the Property. RTC Cal OMIA Office R+dcr Pale 17 Ridrr w Deed of Tnur (Ca;i mia Rut Pmpert") BORROWER'S LNTnAIS PvTued July 3.1993 13 RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO �fC€IVE9 CITY ,t.E ct, t !TY U) QUAN, COHEN, KURAHASHI, YANG14,4WI-I GTOh b= 'h CALIF ¢� { 7- 2 1 SCHOLTZ & HIRANO A Professional Law Corporation —,Inv � � �5 Attorneys At Law ) e c-de' I. i)iTj�a ' C2l1IL 777 South Figueroa Street, 38th Floor ) rt arm. lcu'lt} 4 ''rCr" Los Angeles, California 90017-2513 ) -->: t, It ri i1 LUI)t 6C <t 1� , - ' of ieeq a Attention Richard P Yang. Esg ) t L,3I ID TITLE ) [space Above this I=e for Recorder a use] k' ASSIGNMENT OF �! DEED OF TRUST AND ASSIGNMENT OF RENTS AND SECURITY AGREEMENT �-9 AND RIDER TO DEED OF TRUST [Pursuant to Real-Estate Loan Participation Agreement] I Instructions to County Recorder's Office This is an instrument assigning and l transferring the Deed of Trust referenced herein,which has been or is concurrent- ly being recorded, from the named Beneficiary to the designated Assignee named herein Therefore, this instrument should be indexed as a security instrument affecting the particular real property and personalty described therein and as an assignment and transfer of such security instrument, and be recorded amongst those instruments constituting hens against such property FOR VALUABLE CONSIDERATION, the adequacy and receipt of which are hereby acknowledged, the undersigned, the named Beneficiary under that certain Deed of Trust and Assignment of Rents and Security Agreement and Rider to Deed of Trust(collectively, "Deed of Trust"), dated October 28 , 1994, and executed by 501 Main. Inc , as Trustor, in favor of Commonwealth Land Title Company, as Trustee, for the benefit of Charter Service Corporation, a Wholly-Owned Subsidiary of the Resolution Trust Corporation as Receiver for Charter Savings Bank, as Beneficiary, and which Deed of Trust has already been or is concurrently being recorded as Instrument No (on October , 1994), as ASSIGNOR and TRANSFEROR ("Assignor") hereby assigns and transfers its rights and interests in the Deed of Trust -- the latter securing a Loan from Beneficiary to Trustor being held pursuant to that certain Real-Estate Loan Participation Agreement ("LPA"), dated October , 1994, between Beneficiary as the participant-lender ("Participant') thereunder, and the Redevelopment Agency of the City of Huntington Beach, as the agency-lender thereunder ('Agent") -- unto the undersigned Redevelopment Agency of the City of Huntington Beach as ASSIGNEE and TRANSFEREE ("Assignee"), in and to be held through its capacity as Agent and the agent-lender under and by virtue of the LPA ASSIGNMENT of RTC Deed of Trust Page 1 [Print Date October 19 1994) I TOGETHER WITH: the promissory note or notes and rider(s),addendum(s)and/or modification(s) thereta, the monies and other sums due or to become due thereon with interest and other charges specified therein, and a'1 rights and interests accrued or to become accrued thereunder, all as described and referenced in the Deed of Trust and related Loan documents. The foregoing assignment/transfer is made in accordance with and subject to the terms and conditions of the LPA and is further governed by the provisions of that certain Agreement for Assignment and Transfer of Interests, of even date herewith, entered into between Bene fi ciary]As signor (as Participant) and Agent/Assignee. By its signature below, Assignee has acknowledged its agreement to and acceptance of this Assignment and the terms and conditions applicable hereto. This Assignment, the Deed of Trust and the LPA pertain to the real property more particularly described in the Deed of Trust and set forth in Exhibit "A", attached hereto and incorporated herein by reference. Dated: October 28 , 1994 Assign orlftene!iciar : CHARTER SERVICE CORPORATION A California Corporation By: Name: ✓,-29-7 Title: Acknowledgment-an d,Acceptance: This Assignment of Deed of Trust is hereby agreed to and accepted as of the date set forth above. Assigrlgt/AQent: t THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH A Municipal Corporation and Body Politic By. MICHAEL UBERUAGA Executive Director s ASSIGN EN'r of RTC Deed or Trust Page 2 [Print Dote: Ocuober 19.19NI . 1 Acknowledtment Assign orlBeneficiary: ' State of California ) ss. County of Orange ) ' On October 2.St*,~I994, before me, the undersigned notary public, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be �person ose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person,or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. EL AEETH o'ROC, RS Notary bl is i COM%J.0 10185�0 ` o Notefy Put%—co.�lvmla .y mr4r.E couNTl uV Go,,m.Ezoire%FES 21.14�8 1 ASSIGNMENT of RTC Deed of Trust Page 3 f hiot flue: Ocwbw 19.1"41 Acknowledgment Assienee/A cnt: State of California ) ss. County of Orange ) On October t, 1994, before me, the undersigned notary public, personally appeared MICHAEL UBERUAGA, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. OFFICIAL NOTARY NYEE /�*otary�ublic . .• a'-y Pub.- Ca5!x ra t &Py C: m.ExPses JL'L 08.M5 1 r y ASSIGNMENT of RTC Deed of Trust Page 4 [Print Date_ Or""19.3 M) t EXHIBIT "A" LEGAL DESCRIPTION OF THE REAL PROPERTY Legal Description PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, 'as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14 , 1990, as Instrument No. 90-316351, Official Records. i .1 RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) RECEIVED fiTY CLERK: QUAD, COHEN, KURAHAS111, PANG, ttoH c1Tr crr,: y^ : T �f+ 3I# [�" 1 1 SCHOLTZ & 11MANO hr,ry -�. •_ F. 4 r .01-14Ot)-1994 08: Dr A= A Professional Law Corporation 1111)i9 4 22 Fli 'go Attorneys At Law ) Recorded in C`.ficii, Recera; 777 South Figueroa Street, 38th Floor ) cf fi,-a�ine C=►y. Califor~ t Los Angeles, California 90017-2513 ) Lee A. Erarch, County Recora;r ets: i of 1? FiW i 4j.uy 1 Attention: Richard,p. Yang. Esq. TITLE ) [Spam Abovc this e for Rwordeeo Use) RESOLUTION TRUST CORPORATION ASSIGNMENT OF LEASES, RENTS AND PROFITS 1 THIS A.SSIGNTNIENT OF LEASES, RENTS, AND PROFITS ("Artsir-Mr is male this 28thday 2 of Qgtober 1994, by 50.1,MAIN. INC. ( ccr n r ) to favor of 3 rHARTER SERVICE CORPORATION,a Calif.corporation,awhoIly-owned Subsidiary of the RESOLUTION f,91 4 TRUST CORPORATION ("RTC"), an entity organized and existing under the laws of the United States, 5 Li Receiver for CHARTER SAVINQS BANK. F.S.B, (" cci n "). CZ 6 WITNESETH : 7 FOR VALUE RECEIVED, Assignor does hereby sell, assign, transfer, set over and deliver unto 8 Assignee, its successors and assigns, all leases, written or oral, whether now existing or 9 hereafter executed, and all agreements for use or occupancy of any portion of the premises, 10 together with the buildings and improvements thereon, situate in the City of Huntington Beach. CountyQf 11 Orange.-State of California and more particularly described in Exhibit A attached hereto and made a part 12 hereof, having the address of: 501 Main Street. HunlininQn Beach. (" mit "). 13 TOGETHER WITH any and all extensions and renewals thereof and any and all further leases, 14 lettings or agreements (including subleases thereof and tenancies following attornment) upon 15 or covering use or occupancy of all or any part of the Premises (collectively, " a "); 1 16 TOGETHER WITH any and all guarantees of lessee's performance under any of the Leases; and 17 TOGETHER IVITII the immediate and continuing right to collect and receive all of the rents, 18 income, receipts, revenues, issues and profits now die or which may become due or to which 19 Assignor may now or shall hereafter (including the period of redemption, if any) become 20 entitled or may demand or claim, arising or issuing from or out of the Leases or from or out t 21 of the Premises or any part thereof. 22 SUBJECT, however, to a license hereby granted by Assignee to Assignor, as trustee for the 23 benefit of Assignee but limited as hereinafter provided, to collect and receive all of the rents, 24 income, receipts, revenues, issues and profits (collectively "Income") so long as there shall exist 25 no default by Assignor under this Assignment or any of the Loan Documents (as defined .� 26 below). Assignment of Leases, Rents and Profits November 1992(Revised 12122/93) Page I i 27 TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns forever, or for 28 such shorter period as hereinafter may be indicated. 29 ABSOLUTELY AND FOR THE PURPOSE OF SECURING the payment of the indebtedness 30 in the total amount of—�-- Seven Hundr Seventy;Nine Thousand and Noll00 Dollars 31 (5779.000.00) evidenced by that certain Note bearing even date herewith, 32 made by Assignor in favor of Assignee, including any extensions, modifications or amendments 33 thereof and any note or note supplemental thereto, as well as the performance of the 34 obligations of Assignor set out in this Assignment and the other documents evidencing, 35 governing or securing the indebtedness of Assignor under the Note (collectively, an 36 Documents"). 37 ASSIGNOR IRREVOCABLY CONSTITUTES and appoints Assignee as its lawful attorney in 38 its name and stead to: 39 1. Collect any and all of the Income; 40 2. Use such measures, legal or equitable, as in its discretion may be deemed necessary or 41 appropriate to enforce the payment of the Income and/or any security given in 42 connection therewith; 43 3. Secure and maintain the use and/or possession of the Premises andlor any part thereof; 44 4. Fill any and all vacancies and to rent, Lase and/or let the Premises and/or any part 45 thereof at its discretion; 46 5. Order, purchase, cancel, modify, amend and/or in any and all ways control and deal 47 with any and all policies of insurance of any and all kinds now or hereafter on or in 48 connection with the whole or any part of the Premises at its discretion and to adjust any 49 loss or damage thereunder and/or to bring suit at law or in equity therefor and to 50 execute and/or render any and all instruments deemed by Assignee to be necessary or 51 appropriate in connection therewith; 52 6. Adjust, bring suit at law or in equity for, settle or otherwise deal with any taking of 53 any or all of the Premises for public purposes as aforesaid or any claim for real or 54 alleged harm or damage as aforesaid and to execute and/or render any and all 55 instruments deemed by Assignee to be necessary or appropriate in connection therewith; 56 and 57 7. Adjust, settle or otherwise deal with any abatements and to execute and/or render any 58 and all instruments deemed by Assignee to be necessary or appropriate in connection 59 therewith; hereby granting full power and authority to Assignee to use and apply the 60 Income to the payment of any taxes and assessments (general and/or special) and 61 charges of any nature whatsoever that may be levied or assessed in connection with the Q Premises, to the payment of premiums on such policies of insurance on or in connection 63 with the whole or any part of the Premises as may be deemed advisable by Assignee, to 64 the payment of any all indebtedness, liability or interest of the undersigned and/or 65 those secured by the Loan Documents, whether now or hereafter existing, to the 66 payment of all expenses in the care and management of the Premises, including such 67 repairs, renovations, alterations, additions 2ndlor improvements to the Premises, or any 68 part thereof, as may be deemed necessary or advisable by Assignee, to the payment of 69 attorneys' fees, court costs, labor charges and/or expenses incurred in connection with Assignment of Leases, Rents and Profits N3vember 1992(Revised 12122/93) Page 2 70 any and all thing which Assignee may do or cause to be done by virtue hereof, and to 71 the payment of such interest on the indebtedness or on any of the foregoing, if any, as 72 may be deemed necessary or advisable by Assignee; also hereby granting to Assignee full 73 power and authority to make contracts for the care and management of the whole or 74 any part of the Premises in such form and providing for such compensation as may be 75 deemed advisable by Assignee, and for the performance or execution of any or all of 76 these presents, to constitute, appoint, authorize in its plate and stead, put and substitute 77 one attorney or attorneys, and/or the same at its pleasure again to revoke, and to do, 78 execute, perform and finish for Assignor and in Assignor's name all and singular those 79 things which shall be necessary or advisable or which Assignor's said attorney or its ' 80 substitute or substitutes shall deem necessary or advisable in and about, for, touching 81 or concerning these presents or the Premises as thoroughly, amply and fully as Assignor 82 could do concerning the same, being personally present, and whatsoever Assignor's said 83 attorney, or its substitute or substitutes shall do or cause to be done in, about or 84 concerning these presents or the Premises or furnishings therein or any part of any of 85 them, Assignor hereby ratifies and confirms; and also hereby granting to Assignee full 86 power and authority to exercise at any and all times each and every right, privilege and 87 power herein granted, without notice to Assignor. 88 TO PROTECT TIIE SECURITY OF THIS ASSIGNMENT, Assignor covenants and warrants 89 that; 90 1. Assignor is the owner in fee simple absolute of the Premises and has good right to 91 assign the Leases and Income hereby assigned, and that no other person, firm or 92 corporation has any right, title or interest therein except lessees. 93 2. Assignor has duly and punctually performed, and will continue duly and punctually to 94 perform, all and singular the terms, covenants and warranties of the existing Leases on 95 Assignor's part to be kept, observed and performed. 96 3. Assignor has not previously sold, assigned, transferred, mortgaged or pledged the 97 Income from the Premises, whether now due or hereafter to become due. 98 4. Any of the Income due and issuing from the Premises or from any part thereof for any 99 period subsequent to the date hereof has not been collected and that payment of any of 100 same has not otherwise been anticipated, waived, released, discounted, set off or 101 otherwise discharged or compromised; Assignor has not received any funds or deposits 102 from any Iessee in excess of two (2) months' rent for which credit has not already been 103 made on account of accrued rents; and the lessee under any existing Lease is not in 104 default of any of the terms thereof, except as previously disclosed in writing. 105 5. The terms of the Leases will not be altered, modified or changed, nor will the Leases be 106 surrendered or canceled prior to their expiration date, nor will any proceedings for the 107 dispossession or eviction of any lessee under the Leases be instituted, without the prior 108 written consent of Assignee in each instance, except in the ordinary course of business 109 of the Assignor. 110 6. Assignor will not grant any consent to assign or sublet any of the Leases by any lessee 111 thereunder without the prior written approval of Assignee in each instance. Assigwnent of Leases, Rents and Proms November 1992(Revised 12f2W3) Page 3 112 7. No request will be made of any lessee to pay rent, and no rent will be accepted in 113 advance of the dates upon which such rent becomes due and payable under the terms 114 of the Leases, it being agreed between Assignor and lessees that rent shall be paid as 115 provided in Leases and not otherwise. 116 S. Upon default beyond applicable cure periods, if any, under the terms of this 117 Assignment or the other Loan Documents, or at any time after such default, Assignee, 118 its successors or assigns, at its or their option and without further consent thereto by 119 Assignor or any subsequent owner of the Premises, shall have the right, power and 120 privilege (but shall be under no duty) to enter in and upon the Premises and take 121 possession thereof, and collect the Income thereof, and apply same to the payment of 122 the cost of. all alterations, renovations, repairs, replacements and expenses incident to 123 the taking and retaining possession of the Premises and the management and operation 124 thereof (including, but not limited to, the maintenance of property insurance on the 125 Premises; all taxes, charges, claims, assessments, water rents and any other liens which 126 may be prior in lien to the Loan Documents; and the indebtedness evidenced and 127 secured by the Loan Documents together with all costs and attorneys fees, in such order 128 or priority as to any of such items as Assignee, in its sole discretion, may determine, and 129 notwithstanding any statute, law, custom or use to the contrary). Furthermore, Assignee 130 may do every act and thing that such Assignor or any subsequent owner of the Premises 131 might or could do. 132 9. Upon curing all defaults, Assignor, its successors or assigns, shall again be entitled 133 to collect and retain the Income under the Leases. 134 10. Upon full payment of all indebtedness evidenced and secured by the Loan Documents 135 and the performance by Assignor of all obligations under the Loan Documents, this 136 Assignment shall be rendered null and void and the Leases shall be reassigned to the 137 then owner in fee of the Premises or to such person or persons as said owner may direct 138 by written notice to Assignee. 139 11. Assignee shall not be obligated to perform or discharge, nor does it hereby undertake > 140 to perform or discharge, any obligation, duty or Iiability under the Leases, or under or 141 by reason of this Assignment, and Assignor shall and does hereby agreed to defend and 142 indemnify Assignee for, and to hold Assignee harmless of and from, any and all 143 liabilities, claims, demands, causes of action, judgments, losses, damages, costs and 144 expenses (including attorneys' fees whether suit is instituted or not) - whether known ` 145 or unknown, liquidated or contingent - (collectively - "Claims") which Assignee may 146 incur under the Leases or under or by reason of this Assignment, and of and from any 147 and all Claims whatsoever which may be asserted against Assignee by reason of any 148 alleged obligations or undertakings on Assignee's part to perform or discharge any of 149 the terms, covenants or agreements contained in the Leases. Should Assignee incur any 150 such liability, loss or damage under said Leases or under or by reason of this 151 Assignment or in the defense of any such claims or demands, the amount thereof, 152 including costs, expenses and reasonable attorneys' fees, shall be secured hereby. 153 Assignor shall reimburse Assignee therefor immediately upon demand, and upon the 154 failure of Assignor so to do, Assignee may, at its option, declare all sums secured hereby 155 or by any Loan Document to be immediately due and payable in full, subject to any 156 applicable grace periods contained in the Loan Documents, or Assignee may reimburse Assignment or Leases, Rents and Profits November 1992(Revised 12/22193) Page 4 157 itself therefor out of any Income collected by Assignee pursuant to this Agreement. 158 I2. Assignee shall not be responsible for the control, care, management or repair of the 159 Premises, nor for carrying out any of the terms and conditions of the Leases, nor for 160 any waste committed or permitted on the Premises by any lessee nor shall Assignee be 161 liable by reason of any dangerous or defective condition on or about the Premises, nor 162 for any negligence in the management, upkeep, -repair or control of the Premises 163 resulting in loss or injury or death to any tenant, licensee, employee, invitee or stranger. 164 13. Assignee shall not in any way be responsible for failure to do any or all of the things 165 for which rights, interests, powers and/or 2uthority are herein granted to Assignee and 166 Assignee shall be liable only for such monies as it actually receives under the terms 167 hereof; provided, however, that failure of Assignee to do any of the things or exercise 168 any of the rights, interests, power and/or authorities hereunder shall not be construed 169 to be a waiver of any of the rights, interests, powers or authorities hereby assigned and 170 granted to Assignee. 171 14. Assignor will execute, upon the request of Assignee, any and all instruments requested 172 by Assignee reasonably required to carry these presents into effect or to accomplish any 173 other purpose deemed by Assignee to be necessary or appropriate in connection with 174 these presents or the Premises. t ' 175 15. These presents shall in no way operate to prevent Assignee from pursing any remedy 176 that it now or hereafter may have because of any present or future breach of the terms 177 or conditions of the Loan Documents or any extension thereof. 178 16. Upon default beyond applicable cure periods, if any, by Assignor under the terms of 179 this Assignment or the other Loan Documents, Assignor does further specifically 180 authorize and instruct each and every present and future lessee of the whole or any part 191 of the Premises to pay all unpaid Income agreed upon in each tenancy to Assignee upon 182 receipt of demand from Assignee to so pay the same. 183 17. Assignee (a) may take or release other security; (b) may release any party primarily or 184 secondarily liable for any indebtedness secured hereby; (c) may grant extensions, 185 renewals or indulgences with respect to such indebtedness, and (d) may apply any other 186 security therefor held by Assignee to the satisfaction of such indebtedness, all of the 187 foregoing to be without prejudice to any of Assignee's rights hereunder. 188 18. Nothing contained in this Assignment, and no act done or omitted by Assignee pursuant 189 to the powers and rights granted Assignee or this Assignment, shall be deemed to be a 190 waiver by Assignee by-of Assignee's rights and remedies under the Loan Documents, but 191 this Assignment is made and accepted without prejudice to any of the rights and 192 remedies possessed by Assignee under the terms of the Loan Documents. the right of 193 Assignee to collect the indebtedness and to enforce any other security therefor owned 194 by Assignee may be exercised by Assignee either prior to, simultaneously with, or 195 subsequent to any action taken by Assignee hereunder or under the Loan Documents. 196 19. In the event the Loan Documents are transf:rred by Assignee to any other person or 197 entity, Assignor covenants and agrees that all the provisions herein contained shall be I Assignment of Leases,Rents and Profits November 1992 (Revised 12122/93) Page 5 198 applied to and inure to the benefit of the holder of the Loan Documents in the same 199 manner and to the same extent as if the transferee was the original assignee of the 200 Leases herein named. 201 20. The terms, covenants, conditions and warranties contained herein and the powers 202 granted hereby shall run with the land, shall inure to the benefit of and bind all parties 203 hereto and their respective heirs, executors, administrators, personal representatives, 204 successors and assigns, and all lessees, subtenants and assigns of same, and all occupants 205 and subsequent owners of the Premises. 206 21. All notices, waivers, demands, requests and other communications required or permitted 207 by this Assignment (collectively, "Notices") shall be in writing and given by (a) personal 208 delivery, (b) established overnight commercial courier with delivery charges prepaid or 209 duly charged, or (c) registered or certified mail, return receipt requested, first class 210 postage prepaid: S 211 1f to Assignee, to: Ch3rter Service Comoration. Lender 212 & MIDLAND-LOAN SERVICES, Lon Servicer 213 Attn: Mr. Charles J. Sirrle 214 [FOR: Resolution Trust Corporation] 215 210 West loth Street 216 P.Q. Box 419158 Kansjc City. Missouri 64141-6158 217 with a copy to: Mr—David_L_.Johnson.Es%. SeniorAtt rnev 218 Asset Disposition 111 } 219 Califi)rnia Office, Legal Division 220 Resolution Trust Corporation 221 4M MacArthur Boulevard 222 N(ewnort Beach, California 92660-2516 223 If to Assignor, to: ATNINC. 1 A�Califomia Corsoration 224 c!Q Mr.Shaoul 1. UY 225 100 Wilshire Boulevard, Suite 1230 226 Santa-Monica__Ca1 ifornia-20401 227 6ttn: Mr. ShaQul Levy, Vice-PresidentL�ecretarv_ 228 with a copy to: LtQn.,Ird&dman President 228 229 c/o 230 231 232 Attn: Mr. Leonard Ferman_ Preside Assignment of Leases, Rents and Profits Navember 1992(Revised 12/2M) Page 6 f . f 233 or to any other address or addressee as any party entitled to receive Notices under this 234 Assignment shall designate, from time to time, by Notice given to the others in the 235 manner provided in this Paragraph. i 236 Notices thus given by personal delivery shall be deemed to have been received upon 237 tender to the applicable natural person named above. Notices thus given by overnight 238 courier shall be deemed to have been received the next business day after delivery to 239 such overnight commercial courier. Notices thus given by mail shall be deemed to have 240 been received the second (2nd) day after deposit into the United States Postal System. 241 All copies to the applicable person(s) or entity(ies) designated above to receive copies ' 242 shall be given in the same manner as the original Notice, and such giving shall be a 243 prerequisite to the effectiveness of any Notice. 244 22. All questions with respect to the construction of this Assignment and the rights and 245 liabilities of the parties under this Assignment shall be determined in accordance with the 246 laws of the jurisdiction in which the property is located, without regard to 247 the application of choice of law principles, except to the extent that such laws are 248 superseded by federal law. Rider, Iis s.i nm n f Itasts, R n c and P fi iti na!! subject to therm n r,onditions orAhe—attachedRRiderto—MA.-nment,("Rider")_oU•pages. which Rider Is herehX t incorporated herein, 249 IN WITNFSS 'VN IIEREOF, Assignor has executed this Assignment of Leases, Rents, and Profits 250 as of the day and year first above written. = 251 NVTTNFSS/ATTEST: ASSIGNOR: 252 501 MAIN, INC. Lte� W yG o 2 x.s A California Corporation By. Name: LEONARD FELDMAN Title: President By: � , Name: SHAOULLEW Title: Vice-President/Secretary 253 [See, Assignor's Acknowledgments, Following] Assignment of Rases,Rents and Profits November 1992(Revised 12/22/93) Page 7 253 ACKNOWLEDChI ENTS STATE OF CALIFORNIA ) COUNTY OF-6RANGE kos AIdsE�CS) ss On this day of October, 1994, before me the undersigned, a Notary Public in and for said State, personally appeared LEONARD FELDMAN,+e4 r proved to me on the basis of satisfactory evidence)to be the person(y)whose name(F) is/are subscribed to the within instrument and acknowledged to me that he/sheAhoy executed the same in his/heF4heimr authorized capacity(' , and that by hislluw4hoif signature(a) on the instrument the person(s), or the entity upon behalf of which the person(S) acted, executed the instrument. WITNESS MY HAND AND OFFICIAL SEAL. MARY J. MADDOX � a a: '� WT,�RY PPUBM-CCAL -T&L 7 _ L S ANGELES CO[I M' My Comma_Eom Mar. 12 ION:% Notary Publ' n d for said County (SEAL) i STATE OF CALIFORNIA ) ss COUNTY OF &EZos AL&cGEs } i On this AL day of October, 1994, before me the undersigned, a Notary Public in and for said State, personally appeared SHAOUL LEVY, proved to me on the basis of satisfactory evidence) to be the person(s) whose n=e(s) islara subscribed to the within instrument and acknowledged to me that he/&4e14iey executed the same in his/harA r authorized 1 capacity(iies), and that by hisAwrftheir signature(p) on a.e instrument the person(s), or the entity upon behalf of which the person(S) acted, executed the instrument. WITNESS MY HAND AND OFFICIAL SEAL. Notary Public WaDd for said County (SEAL) MARY J. MADDOX = rAW FUDW# 960225 Mft] -CALi U1 i ... LCti ANGE1ES COUNTY My;=fit Eqft W.12,19% Assignment of Leases, Rents and Profits November 1992 (Revised 12/22/93) i pEge 8 1 254 EXHIBIT A 255 LEGAL DESCRIPTION OF THE PREMISES [See, Legal Description, Attached & Following] 1 1 i Assignment of Leases, Rents and Profits Ncvember 1992 (Revised 1=2/93) Page 9 Legal Description PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. RIDER TO ASSIGNMEN7 This RIDER TO ASSIGNMENT OF LEASES, REINM AND PROFITS (this "Rider") is by this reference made a part of, and incorporated within, that certain RESOLUTION TRUST CORPORA- TION ASSIGNMENT OF LEASES, RENTS AND PROFITS (the "Assignment") to which this Rider is attached. Unless otherwise defined herein, each term bearing initial capital letters herein shall have the respective definition ascribed to such term under the Assignment. In the event of any conflict between the provisions of this Rider, the Assignment, any Loan Document and any other document or instrument delivered in connection with the Assignment, the terms of this Rider shall prevail and control s over any irreconcilable inconsistency or ambiguity therewith. IN CONSIDERATION OF the recitals set forth in the Assignment and the mutual covenants, conditions, agreements, representations and warranties contained in the Assignment and this Rider, and for other good and valuable consideration, the receipt and legal sufficiency of which is acknowledged by Assignor, Assignor hereby agrees as follows: 1. Incom . Without in any way limiting the generality of the Assignment, the term "Income" shall include, in addition to the items listed in Iines 23 and 24 of the Assignment the following items of income: royalties, payments by lessees for property taxes, insurance, common area maintenance charges or other property expenses, security deposits and other deposits. 2. Loan-Documents. Notwithstanding anything to the contrary contained in the Assignment, the term "Loan Documents" shall not include that certain Environmental Indemnity of even date herewith executed by Assignor in favor of Assignee or any RTC Guaranty of Payment and Performance, with Rider to Guaranty. 3. Conflict. In the event of any conflict between any provisions of the Assignment (including that certain paragraph numbered 5, lines 105 through 109 inclusive) and any provisions of the deed of trust, of even date herewith, made by Assignor for the benefit of Assignee (the "Deed of Trust"), the provisions of such Deed of Trust shall prevail and control. 4. Reimbursement Rights. The text beginning with the words "Should Assignee incur any" appearing in line 149 through to and including line 157 of the Assignment, is hereby deleted in its entirety from the Assignment; and the following text is inserted in its place to read in full as follows: Should Assignee incur any such liability, loss or damage under said Leases or under or by reason of this Assignment or In the defense of any such claims or demands, the amount thereof, including costs; expenses and reasonable attorneys' fees, shall be secured by this Assignment and the Loan Documents. Assignor shall reimburse Assignee therefor Immediately upon demand, and upon the failure of Assignor so to do, Assignee may, at its option, declare all sums secured hereby or by any Loan Document to be immediately due and payable in full, subject to any applicable grace periods contained in the Loan Documents, or Assignee may reimburse itself out of any Income collected by Assignee pursuant to this Assignment. Any such amounts shall bear interest until reimbursed to RTC California Office Ride Pig Ridcr 10 AaiVommt �/ (CallornL ReA ProKniu) ASSIGNOR'S L%TnALS. Prquod July 7,1993 Assignee at the Default Rate, as that term is defined in that certain Promissory Dote of even date herewith, made by Assignor payable to the order of Assignee (the "Tote"). S. Discretion of Assignee. The following text shall be inserted at the end of line 131 of the Assignment, to read in full as follows: Without limiting the generality of the foregoing, Assignee shall have the right to take over and assume the management, operation and maintenance of the Premises and to perform all acts Assignee in its sole discretion deems necessary and proper and to expend such sums t of the Income received by Assignee as may be needed in connection therewith, including without limitation the right to enter into new Leases, to cancel, surrender, alter or amend the terms of, and/or renew then-existing Leases, and/or to make concessions to lessees. Assignee shall have the right, in its sole discretion, to determine the method of collection of Income and the extent to which enforcement of collection of Income shall be prosecuted and Assignee's judgment shall be deemed conclusive and reasonable. Assignor hereby releases all claims of any -kind or nature against Assignee arising out of such management, operation and maintenance, excepting only the responsibility of Assignee to account for Income actually received by Assignee. 6. Default. Wherever the Assignment refers to a "default" under the Loan Documents (including without limitation lines 116 and 117, Iines 132 and 133, and lines 178 and 179), such reference shall be deemed to mean a "default," as defined in the Note. 7. PaM In Possession. It is not the intention of the parties to the Assignment that an entry by Assignee upon the Premises under the terms of the Assignment shall make Assignee a party in possession in contemplation of the law, except at the option of Assignee. 8. Attorneys' Fees. If any lawsuit, arbitration or other dispute resolution proceeding is commenced which arises out of or relates to the Assignment, the prevailing party shall be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees in the action, reference or arbitration, in addition to costs and expenses otherwise allowed by law. In all other situations, including any matter arising out of or relating to any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, Assignor agrees to pay all of Assignee's costs and expenses, including attorneys' fees, which may be incurred in enforcing or protecting Assignee's rights or interests. From the time(s) incurred until paid in full to Assignee, all such sums shall bear interest at the Default Rate. Whenever Assignor is obligated to pay or reimburse Assignee for any attorneys' fees, those fees shall include the allocated costs for services of in-house counsel. RTC C hfmui&Ofr" R1JC*rK Ridx 14 Asuromeot (CM70mis Ral Pfopertic4) ASSIGNOR'S L%TnAL3 PrgwW My 7,1993 15 CONDITIONAL ASSIGNMENT OF MANAGENM14T AGREE EN7 This CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT (this "Assignment") is made effective as of October 28th , 1994, by 501 MAIN, INC.,, a California Corporation ("Borrower") , to CHARTBR SERVICE CORPORA'ION,,a whopp -o ed-Subs idiar of he RESOLUTION TRUST-CORPORATION, as Receiver for Charter- Savings Bank. F.S.B. ("Lender") . RECITALS r WHEREAS, Lender has agreed to make a loan to Borrower in the amount of Seven Hundred Seventy-Nine and No/100 Dollars ($7,79,000.00) (the "Loan") which indebtedness is evidenced by that certain Promissory Note (Secured) of even date herewith (the "Note") and is secured by that certain a Deed of Trust and Assignment of Leases and Rents and Security + Agreement and Fixture Filing of even date herewith (the "Deed of Trust") on the property known as: 501 Main Streot, Huntington Beach, CA 92648, and more particularly described in the Deed of Trust (the "Property") ; WHEREAS, Borrower may employ one or more agents or property managers (each, a "Property Manager, " and collectively, the "Property + Managers") for the purposes of renting, leasing, operating and managing the Property, pursuant to the terms of property management and other agreements (each, a Management Agreement, and collectively, the "Management Agreements") ; and WHEREAS Lender requires the assignment of such Management Agree- ments made as a condition to making the Loan. NOW, THEREFORE, in consideration of the above and the mutual promises herein contained, the parties agree as follows: 1. ,sscnment of_[ana_gement AgeemenC. As additional collateral + security for the Loan, Borrower hereby conditionally transfers, sets over and assigns to Lender all Borrower's present and future right, title and interest in and to any and all Management Agreements, now or hereinafter entered into by Borrower, or Borrower's successors and assigns, with respect to the Property; said transfer and assignment automatically to become a present, unconditional assignment, at Lender's option, in the event of a default by Borrower under the Note, the Deed of Trust or other Loan documentation executed in connection with the Loan, including, but not limited to, escrow agreements, and the failure of Borrower to cure such default within any applicable grace period. 2. Termination. At such time as the Loan is paid in full, this Assignment and all of Lender's right, title and interest hereunder with respect to any and all Management Agreements shall terminate. 3. orrowe 's Co en nts. Borrower hereby covenants with Lender that during the term of this Assignment: SG, F'� sz b 61 1�► -C r c4u* "stww"d Fa+m Cm&imd Auigamed of Umwement Agreement Prgwad 02t12193 (a) Borrower shall not enter into any Management Agreement, without the prior written consent of Lender, in each instance, which consent shall not be unreasonably withheld; (b) Borrower shall not transfer the responsibility for the management of the Property from any Property Manager to any other person or entity without the prior written consent of Lender, in each instance, which consent shall not be unreason- ably withheld; and (c) Borrower shall not terminate or amend any of the terms or provisions of any existing Management Agreement without the prior written consent of Lender, in each instance, which consent shall not be unreasonably withheld. 4 . Agreement by Borrower and Agent. Borrower and Agent hereby agree that in the event of a default by Borrower (beyond any applicable grace period) under the Note, the Deed of Trust or other Loan documentation during the term of this Assignment, at the option of Lender, exercised by written notice to Borrower and any Property Manager: (a) all rents, security deposits, issues, proceeds and profits of the Property collected by any Property Manager, after payment of all costs and expenses of operating the Property (includ- ing, without limitation, operating expenses, real estate taxes, insurance premiums, repairs and maintenance and the fees and commissions payable under the Management Agreement) , shall be applied by any Property Manager in accordance with Lender's written directions; and (b) Lender may exercise Lender's rights under this Assignment and may terminate the Management Agreement in accordance with any termination provisions of the Management Agreement and require any Property Manager to transfer such Property Manager's responsibility for the management of the Property to a management company selected by Lender in Lender's sole discretion. 5. Lenderfs Right tozReplace -property a a e . In addition to the foregoing, in the event that Lender, in Lender's reasonable discretion, at any time during the term of this Assignment, determines that the Property is not being managed in a manner acceptable to Lender, Lender shall deliver written notice thereof to Borrower and any and all then current Property Managers, which notice shall specify with particularity the grounds for Lender's dissatisfaction with the management of the Property. If the cause of the dissatisfaction is not remedied to Lender's satisfaction by Borrower or such Property Manager(s) within thirty (30) days from receipt of such notice, Lender may direct Borrower to terminate the then current Management Agreement(s) and to replace any and all such Property Manager(s) with one or more management companies acceptable to Lender. CLhfaftu Suodud Form Co"AiQ al AutnuwM of 1.unMmt Atreemeot 6. Consent and'Ag_r.eement by Property Manager. Prior to engaging any Property Manager for the Property, Borrower shall provide notice to such prospective Property Manger of the terms of this Assignment. Within thirty (30) days following the engagement of a new Property Manager under a Management Agreement, such Property Manager shall, in writing, in form and substance reasonably acceptable to Lender, (a) acknowledge and consent to this Assignment, (b) agree to act in conformity with the provisions of this Assignment and Lender's rights hereunder or otherwise related to the Management Agreement, (c) agree that if there are any inconsistencies between the Management Agreement and this Assignment, the terms, conditions and covenants of this Assignment shall control, and (d) agree not to contest or impede the exercise by Lender of any right Lender has under or in connection with this Assignment. In the event that the responsibility for the management of the Property is transferred from any Property Manager in accordance with the provisions hereof, such Property Manager shall fully cooperate in transferring such Property Manager's responsibility to a new Property Manager and effectuate such transfer no later than thirty (30) days from the date the Management Agreement is terminated. 7. Lender's_Agreement. So long as Borrower is not in default (beyond any applicable grace period) under the Note or the Deed of Trust, Lender t agrees to permit any sums due to Borrower under the Management Agreement to be paid directly to Borrower. 8. Notices. All notices, waivers, demands, requests or other communications required or permitted by this Assignment (collectively, "Notices") , to be effective, shall be in writing, properly addressed, and shall be given (i) by personal delivery, (ii) by established overnight commercial courier with delivery charges prepaid or duly charged, (iii) by registered or certified mail, return receipt request- ed, first class postage prepaid, or (iv) by facsimile transmission, as follows: Lender: CHARTER SERVICE CORPORATION a wholly-owned Subsidiary of RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank, F.S.B. c/o Midland Loan Serviges 210 West 10th Street, P.O. Box 419158 Kansas City. -Missouri 64141-6158 Attn: Mr. Charles J. Sipple Fax No: 816/435-5016 With copy to: RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank. F.S.B. Legal Division - Real Estate Section Attn: Section Chief 4000 MacArthur Boulevard, Fifth Floor Newport Beach, California 92660 Fax No: 714-852-7699 C IiforniX Swidaid Pam Coodilimd AW4neKo1 of M"Cmcat P1MMMI PrqNwM OVZ2193 3 Borrower: 501 MAIN, INC. c/o Mr. Shaoul J. Levy 100 Wilshire Boulevard, Suite 2230 Santa Monica, California 90401 Attention: Mr. Shaoul J. Levy, Vice-President/Secretary With copy to: Mr. Leonard Feldman, President tOSA.JGc�lr1, !R 9CC ^9 _ _ or to any other address or addressee as any party entitled to receive notice under this Assignment shall designate, from time to time, to others in the manner provided in this Paragraph 8 for the service of Notices. Notices delivered by personal delivery shad be deemed to have been given upon tender to a natural person at the address shown. Notices delivered by overnight courier shall be deemed to have been given the next business day after delivery to such overnight commercial courier. Notices delivered by mail shall be deemed to have been given on the second (2nd) day after deposit into the United States Postal System. Notices delivered by facsimile transmission shall be deemed to have been given upon confirmation of transmission to the correct telecopy phone number of the intended recipient. All copies of Notices sent to the parties listed above as receiving copies shall be given in the same manner as the original Notice that was sent and shall be a prerequisite to the effectiveness of any Notice. R 9. binding Nature of Assignment. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. WITNESS the execution hereof as of the date first written above. "Borrower": 501 MAIN, INC. A Calif nia Corporation By: By: Nane LEONARD FELDMAN Name: SHAOUL LEVY Title: President Title: Vice-President/Secretary "Lender": CHIATER SERVICE CORPORATION, a wholly-owned Subsidary of THE RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank, F.S.B. By: Nacre: 4 •, Title: Califoro;a Staadud Form Condit M4 Aaaifanwnt of Maomement Agmement i I E ADDENDUM TO CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT This ADDENDUM TO CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT (this "Addendum") is entered into by TOTAL PROPERTY- MANAGEMENT a [corporation/proprietorship) (the "Current Property Manager") in connection with the foregoing CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT to which this Addendum is attached and of which this Addendum is a part, and ' based upon the following recital: WHEREAS, effective as of October , 1994, Borrower, through the jgWNSQUARE-CONDOMINIUM_OMER'S ASSOCIATION, has engaged the Current Property Manager for the purposes of renting, leasing, operating and managing the Property, pursuant to the terms of that certain Property Management Agreement between Borrower and the Current Property Manager (the "Current Management Agreement") ; NOW THEREFORE, the Current Property Manager hereby acknowledges and agrees as follows: 1. Acceptance of Assignment. The Current Property Manager has read the foregoing Assignment and accepts, and agrees to be bound by, the Assignment and its terms as a Property Manager. 2. Specific Agreements. With specific reference to Section 6 of the Assignment, the Current Property Manager (a) hereby acknowledges and consents to the Assignment, (b) agrees to act in conformity with the provisions of the Assignment and Lender's rights thereunder or otherwise related to the Current Management Agreement, (c) agrees that if there are any inconsistencies between the Current Management Agreement and the Assignment, the terms, conditions and covenants of the Assignment shall control, and (d) agrees not to contest or impede the exercise by Lender of any right Lender has under or in connection with the Assignment. In the event that the responsibility for the management of the Property is transferred from the Current Property Manager in accordance with the provisions of the Assignment, the Current Property Manager shall fully cooperate in transferring the Current Property Manager's responsibility to a new Property Manager and shall effectuate such transfer no later than thirty (30) days from the date the Management Agreement is terminated. 3. Address for Notice. For the purposes of Section S of the Assign- ment, the Current Property Manager's address for notice shall be: OWNS UARE CONDOMINIUM OWNER' ASSOCIA ON p/o TOTAL pROPERTy MANAGEMENT_ 18011 Skypark. Suite "L" Irvine. CA 92714 Attention: Ms. Diana Wright 4. Defined Terms. Any term bearing initial capital letters in this Addendum shall have the respective definition ascribed to such term under the foregoing Assignment, unless otherwise defined herein. CLUMI is Suodard Form mp"OV12/93 5 r ACKNOWLEDGED, AGREED AND CONSENTED TO: TOTAL PROPERTY MANAGEMENT r By: Name: Title: Date: October 1994 r i t i r CaUcivia Standard Farm CorA ional Ass4nmeot of Mwgement Agree neat P"eved 02112M 6 119 EnrlRONTATEN7AL MEAENTrrY This ENVIRONMENTAL INDEMNITY ("Indemnity") is entered into as of October 28th , 1994 by 501 MAIN, INC. , a California Corporation ("Borrower") , to and for the benefit of CHARTER SERVICE CORPORATION, a wholly-owned subsidiary of the RESOLUTION TRUST CORPORATION, solely in its capacity as Receiver for CHARTER SAVINGS BANK,_ F.g.B. ("Lender") , and each of its successors, assigns and participants, and their respective partners, parents, subsidiaries and affiliated corporations, and the respective directors, officers, agents, attorneys and employees of each of the foregoing (each of which shall be referred to hereinafter individually as an "Indemnitee" and collectively as the "Indemnitees") . Borrower is hereinafter referred to as "Indemnitor". C T A b S: A. Borrower has entered into that certain Promissory Note (the "Mote") of even date herewith under the terms of which Lender has agreed to loan to Borrower the original principal amount of up to Seven 1housana Seventy-Nine and Noj100 Dollars ($772 .00(.00) (the "Loan") . r Capitalized terms not otherwise defined herein shall have the meaning given in the Note. The Note shall be secured by a deed of trust (the "Consolidated Deed of Trust") on the real property (the "Premises") described in Exhibit "All to the Consolidated Deed of Trust, and the iriprovements constructed or to be constructed thereon (which improve- ments, together with the Premises, shall hereinafter be referred to as the "Project") . The Consolidated Deed of Trust shall be executed by Borrower, as trustor, and shall name Lender as beneficiary. The Consolidated Deed of Trust will be recorded in the Official Records of the Recorder's Office of Orange County, California. The Note, the Consolidated Deed of Trust and any other agreement between Borrower and Lender evidencing or relating to the Loan shall hereinafter be collec- tively referred to as the "Loan Documents." Elio OneJ is a guarantor of the Loan. B. As a result of the future exercise of Lender's rights and remedies in connection with the Loan, an Indemnitee may hereafter become liable before or after foreclosure of the Loan. In such event, one or more of the Indemnitees may thereafter incur or suffer certain liabili- ties, costs and expenses in connection with the Project relating to Hazardous Substances (as hereinafter defined) . Lender has therefore made it a .condition of Lender's making the Loan that this Indemnity be executed and delivered by the Indemnitor in order to protect the Inlemnitees from any such liabilities, costs, and expenses and all other Environmental Losses (as hereinafter defined) . NOW, THEREFORE, in consideration of the foregoing and of Lender's making of the Loan, and other valuable consideration, the receipt of which is hereby acknowledged, the Indemnitor hereby agrees as follows: 82 CAWLcnLSwtdudForm C3A,333} ' II 1. pefindtions. As used in this Indemnity, the following terns shall have the following meanings: "Agreed Rate" means a rate per annum equal to the sum of four percent (0) plus the prime interest rate announced from time to time by Bank of America. "CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq. ) , as heretofore or hereafter amended from time to time. t "Environmental Laws" means any and all present and future federal, state and local laws (whether under common law, statute, rule, regulation or otherwise) , permits, and other requirements of governmen- tal authorities relating to the environment or to any Hazardous Substance or Hazardous Substance Activity (including, without limita- tion, CERCLA) . "Environmental Losses" means Losses suffered or incurred, prior to or following a Foreclosure Transfer, by any Indemnitee, arising out of or as a result of: (i) the occurrence, at any time prior to or following a Foreclosure Transfer, of any Hazardous Substance Activity; (ii) any violation, at any time prior to or following such Foreclosure Transfer, of any applicable Environmental Laws relating to the Premises or the Project or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental agency in connection with any Hazardous Substance Activity occurring or allegedly occurring at any time prior to or following a Foreclosure Transfer; or (iv) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which directly or indirectly relates to, arises from or is based on any of the matters described in glauses (i) , fiiL. or_ iiil or any allegation of any such matters. As used in this definition, the phrase "at any time prior to or following a Foreclosure Transfer" includes (x) the period prior to the time of Indemnitor's acquisition of the Premises as well as (y) the period between the time of Indemnitor's disposition of the Premises or the Project and the time of a Foreclosure Transfer (in the event that Indemnitor disposes of the Premises or the Project prior to a Foreclosure Transfer) . "Foreclosure Transfer" means the transfer of title to all or any part of the Premises or all or any part of the Project at a foreclosure sale under the Consolidated Deed of Trust, either pursuant to judicial decree or the power of sale contained in the Consolidated Deed of Trust, or by deed in lieu of such foreclosure. "Hazardous Substance" means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified pursuant to, any Environmental Laws as a "hazardous substance", "hazardous material." , "hazardous waste" , "extremely hazardous waste", I'llinfectious waste", "toxic substance", "toxic pollutant or any other formulation intended to define, list or "I'miA SUD&M Form ZarimnmmW Ia&wnky Fmr"OU12193 2 I classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity or "EP toxicity" and (ii) petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas) , ash produced by a resource recovery facility utilizing a municipal solid waste stream and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources. i "Hazardous substance Activity" means any actual, proposed or threatened storage, holding, existence, release, emission, discharge, generation, processing, abatement, removal, disposition, handling or transportation of any Hazardous Substance from, under, into or on the Premises or the Project or surrounding property. "Losses" means any and all losses, liabilities, damages, demands, claims, actions, judgments, causes of action, assessments, penalties, costs and expenses (including, without limitation, the fees and disbursements of outside legal counsel and accountants and the charges of in-house legal counsel and accountants) incurred in connec- tion with inspection and testing, environrental cleanup, containment, property damage, fines, payments to third parties on account of tort or other liability, and with the enforcement of this Indemnity, whether incurred in litigation or not and all foreseeable and unforeseeable consequential damages. 2. indemnification. Indemnitor, and each of them, hereby, jointly and severally, agrees to indemnify, defend and hold harmless Indemnitees, and each of them, from and against any and all Environmen- tal Losses. This joint and several liability shall exist no natter where on the Premises the Environmental Losses arose from. 3 . Indemnification Independent of Other Ob-ligations. This Indemnity is given solely to protect Lender and the other Indemnitees against Environmental Losses. This Indemnity shall be independent of and shall survive the discharge of the principal obligation, the release of the lien created under the Consolidated Deed of Trust and the conveyance of title to the Premises to Borrower. The obligations of the Indemnitor under this Indemnity are independent of, and shall not be measured or affected by, (i) any amounts at any time owing under the Loan or the Note, or secured by the Consolidated Deed of Trust, (ii) the sufficiency or insufficiency of any collateral (including, without limitation, the Project) given to Lender to secure repayment of the Loan, (fii) the consideration given by Borrower or any other party in order to acquire the Premises or the Project, or any portion thereof, (iv) the modification, expiration or termination of the Note or any other document or instrument relating thereto or (v) the discharge or repayment in full of the Loan (including, without limitation, by amounts paid or credit bid at a foreclosure sale or by discharge in connection with a deed in lieu of foreclosure) . Notwithstanding the provisions of any document or instrument, none of the obligations of the Indemnitor 3 hereunder shall be in any way secured by the liens of the Consolidated caalornia Stgo Form E,v:rvoMMW lodemnity YrcFarod 07111l93 3 Deed of Trust or any other document or instrument securing the Loan or the Note. 4. Survival ofIndemnity. The Indemnitor's obligations hereunder shall survive the sale or other transfer of the Premises or the Project by Indemnitor prior to a Foreclosure Transfer. The rights of each Indemnitee under this Indemnity shall be in addition to any other rights and remedies of such Indemnitee against Indemnitor under any other document or instrument now or hereafter executed by Indemnitor, or at law or in equity (including, without limitation, any right of reimburse- rent or contribution pursuant to CERCLA) , and shall not in any way be deemed a waiver of any of such rights. 5. Payment-of Indemnity. All obligations of Indemnitor hereunder shall be payable on demand, and any amount due and payable hereunder to any Indemnitee by Indemnitor which is not paid within thirty (30) days after written demand therefor from an Indemnitee with an explanation of the amounts demanded shall bear interest from the date of such demand at the Agreed Rate. 6. Costs and Expenses. The Indemnitor shall pay to each Indemnitee all costs and expenses (including, without limitation, the fees and disbursements of any Indemnitee's legal counsel or accountants or other consultants) incurred by such Indemnitee in connection with this Indemnity or the enforcement hereof. 7. Binding Effect: Construction. This Indemnity shall be binding upon Indemnitor and his, her or its successors and assigns and shall inure to the benefit of and shall be enforceable by each Indemnitee, its successors, endorsees and assigns (including, without limitation, any entity to which Lender assigns or sells all or any portion of its interest in the Loan) . As used herein, the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires. 1 8. Governing Law: Jurisdiction. This Indemnity and the transac- tion contemplated hereunder shall be governed by and construed in azcordance with the laws of the State of California. Indemnitor hereby acknowledges, understands and agrees that a competent court in the County of Orange, State of California, shall have exclusive jurisdiction to hear and decide any dispute, controversy or litigation regarding the enforcement or validity of this Indemnity, and that Lender may, in its sole discretion, file or commence an action or proceeding regarding any such dispute or controversy in such court. In addition, Indemnitor hereby consents to the personal jurisdiction of a competent court in such County, State of California, and hereby agrees that service of process may be made upon it by mailing a copy of the summons, by certified or registered mail, to Indemnitor at: 501 Main Inc. c/o Mr. Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, California 90401 Attention: Mr. Shaoul J. Levy, Vice-President/Secretary, Ulf"ola Sundam Form FAvirQufmw Wumm ly Prepared OVUM 4 1 9. Severability. Every provision of this Indemnity is intended to be severable. If any provision of this Indemnity or the application of any provision hereof to any party or circumstance is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity shall not affect the balance of the terms and provisions hereof or the application of the provision in question to any other party or circumstance, all of which shall continue in full force and effect. 10. Waiver. No failure or delay on the part of any Indemnitee to = exercise any power, right or privilege under this Indemnity shall impair any such power, right or privilege, or be construed to be a waiver of any default or an acquiescence therein, nor shall any single or partial exercise of such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No provision of this Indemnity may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. IN WITNESS WHEREOF, this Indemnity is executed as of the day and year first written above in Orange County, California. s "Indemnitor": 501 MAIN, INC. A California Corporation By: Name: LEONARD FELDMAN Title: President �> Name: SHAOUL LEVY Title: Vice-President/Secretary 1 "Indemnitee" CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of RESOLUTION TRUST CORPORATION, # as Receiver for CHARTER SAVINGS BANK, F.S.B. By. Name: f r^• Title: • Gl:fomis Sundud Form Eori mrnmW Indemnity hepued MUM 5 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY She land referred to herein is situated in the State of California, County of Orange, and is described as follows: [See, Legal Description, Attached & Following] r s t l S Glf"=SLNWIAM FOM Er•kmr"ul lo� hgmrcd 07/1"3 Legal Description PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easeraent(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. )-7 • r�t5t GUMI'r`EIE ]HIS INFORMATION -fZECORDING REQUESTED BY: I~ECORDWG REQUESTED E37: C0M��0;d1Vi:ALTH LAND TITLE nr CLr;,n I��C `0 � AND WHEN RECORDED MAIL TO:RUNTINM^ , �=_rf . 01—NOV--1994 08:00 AM JL, 19 q 28 FI1 t Fecorded in Micial Records cf Dram County, California Lfe A. Erancha Ccuntr Recordsr Face I of It Fees: 3 ca.00 Tax: S 0.0.0 �+ THIS SPACE F R RECORDER'S USE 0I4LY TITLE: Vim-l fP , I s THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ! (Additional recording tee applies) .. „ 92 INTORTANT• Read instructions on back before filling out form - '• For Recording with the \ Orange County Recorder's Of)cl. This Financing Statement is presented for filing and will rema n effective.with certain exceptions.for five years from t'le date of filing,pursuant to Section 9403 of the CaGforn:a Uniform Commercial Code. 1. DEBTOR (LAST NAME FIRST—IF AN INDIVIDUAL) 1 A.SOCIAL SECURITY O%rrDERAL TAIL NO. 501 MAIN, INC. 95-4469448 IS. MAILING ADDRESS C/o Shaoul J. Levy IC.CITY,STATE 1D.21P CODE I00 Wilshire Blvd., Suite 1230 Santa Manica, CA 90401 .2.ADDITIONAL DEBTOR pF ANY) (LAST NAME FIRST—IF AN INDIVIDUAL) 2A.■OCIA4 SECURITY OR FEDERAL TAX 140. 2B. MAILING ADDRESS 2C.CITY,STATE 20.21P CODE S. DEBTOR'S TRADE NAMES OR STYLES 41F ANY) aA. FEDERAL TAX NUMBER A.SECURED PARTY AA.$OCIAI,SECURITY NO..IEDERALTAX No. NAMC CHARTER SERVICE CORPORATION OR SANK TRANSrT AND A.S.A.No. MAILING ADDRESS C/o Midland Loan Services, 21a W. 10th Street, P.O. Box 419158 CITY Kansas City STATE Missouri ZIP CODE 64141-6158 5.ASSIGNEE OF SECURED PARTY (IF ANY) SA.SOCIAL SECunITY No..FEDERAL TAX NO. NAMC OR SANK TRANSIT AND A.S.A.NO. MAILING ADDRESS CITY STATE 21P CODE 6. This FINANCING STATEMENT covers the following types or items of property (include description of real property on which located and owner of record when required by instruction 4). See Exhibits W and 080 attached hereto. TµiS IS R- AXTuRE Vialti6 "0J BC 9RC?_OeD IN Tµ� Fsra RESo►:�S �r o,'A1�i c4�'ar� I 7. CHECK ++-- 7A. PRODUCTS OF COLLATERAL 7s. DESTOR(S)SIGNATURE NOT REQUIRED IN ACCORDANCE WITH INSTRUCTION E(a) ITEM. IF APPLICABLE I ARE ALSO COVERED (1) (2) (31 Il 4A) 1 8. CHECK 0 4 ❑ DEBTOR IS A"TRANSMITTING UTILITY IN ACCORDANCE WITH UGC f 9105 (1)(n) IF APPLICABLE I S. DATE: C 5A. THIS SPACE FOR USE OF FLING OFFICER 5C1 Main, Inc. a (DATE.TIME.FXE NUMBER. SIGNATUREj41 OF DLBTOR(S) AND FILING OFFICER) By Leonard Feldman, President �Shaoul-J.—Levy,Vite-President z TYPE OR PFINT NAME(S)OF DEBTORS) - �y CHATTER SERVICE CORPORATION a SIGNATURE:BI OF VC C PARTWIES) 4 i By ¢ Name: Title: TYPE OR PRINT NAMES OF SEC D RTY rES E 11. Return copy to: T NAVE F QUAN. COHEN, KURAHASHI, YANG, SCHOLTZ HIRANO a ADDRESS 777 So. Figueroa Street, 36th Floor CrTy Los Angeles, CA 90017-2513 0 STATE O ZIP CODE L Attn: Richard P. Yang, Esq. J Approved by the Secretary of Stare CALIFORNIA NEWSPAPER SERVICE BUREAU.INC. SEARCH SERVICE 1 (900)952-5232 INSTRUCTIONS (REV. 1/90). , 1. PLEASE TYPE THIS FORM USING BLACK TYPEWRITER RIBBON. 2. 1F THE SPACE PROVIDED FOR ANY ITEM IS INACCURATE.: a. Note%Cont'd'in the appropriate space(s) b.Continue the item(s)preceded by the Item No.on an additional 8 1/2"x 11'sheet. C.iiead each additional sheet with the Debtor's name (last name first for individuals)appearing in Item No. 1 of this form. Be sure to attach a copy of the additional sheet to each copy of the form. 3. NUMERICAL IDENTIFICATION: a. If the Debtor, Secured Party or Assignee is an individual, include Social Security number in the appropriate space. Disclosure of Social Security number is optional for the filing of this statement. It will be used to assist in correctly Identifying individuals with similar names. (UCC§ 9403151). b. If the Debtor,Secured Party or Assignee is other than an individual or a bank,show Federal Taxpayer Number in the appropriate space. C. If the Secured Party or Assignee is a bank, show Transit and ABA number in the appropriate space.This must be the complete 10 digit number. 4. COLLATERAL DESCRIPTION -- item 6 a. It the financing statement covers crops growing or to be grown, the statement must also contain a description of the real estate concerned in accordance with UCC§ 9402(1). b. If the financing statement covers timber to be cut or covers minerals or the like, oil or gas or accounts subject to UCC§ 9103 (5), the statement must show that it covers this type of collateral and the statement must also show it is to be recorded in the real estate records, and the financing statement must contain a description of the real estate sufficient If it were contained in a mortgage of the real estate to give constructive notice of the mortgage under the law of this State. If the debtor does not have an interest of record in the real estate, the financing statement must show the name of a record owner in Item No.6. 5. SIGNATURES: Before mailing, be su-re that the financing statement has been properly signed. A financing statement requires the signature of the debtor only except under the following circumstances. If any of these circumstances apply, check the appropriate box in 1tem78 and enter required information in Item 6. a. Under the provisions of UCC § 9402(2) a financing statement is sufficient when it is signed by the secured party alone if it is filed to perfect a security interest in: .(1)collateral already subject to a security interest In another Jurisdiction when it is brought into this State or when - the debtor's location is changed to this State. Such a financing statement must state that the collateral was brought Into this State or that the debtor's location was changed to this State. (2) proceeds under UCC § 9306, if the security Interest in the original collateral was perfected. Such a financing statement must describe the original collateral and give the date of filing and the file number of the prior financing statement. (3) collateral as to which the filing has lapsed. Such a financing statement must include a statement to the effect that the prior financing statement has lapsed and give the date of filing and the file number of the prior financing statement. (4) collateral acquired after a change of name, Identity or corporate structure of the debtor. Such a financing statement must include a statement that the name, identity or corporate structure of the debtor has been changed and give the date of filing and the file number of the prior financing statement and the name of the debtor as shown in the prior financing statement. 6. FILING FEE -- PROPER PLACE TO FILE: Enclose filing fee of five dollars (S5.00 Filing Fee Subject to Change) payable to the appropriate Filing Officer. Financing statements and related papers pertaining to consumer goods should be filed with the County Recorder in the county of the debtor's residence, or if the debtor Is not a resident of this Stale. then in the.office of the County Recorder of the county in which the goods are kept.When the collateral is crops growing or to be grown,timber to be cut,or minerals or the like (including oil and gas), or accounts subject to UCC § 9103 (5),then filing is with the County Recorder where the property is located. in other cases, filing is with the Secretary of State. 7. REMOVE SECURED PARTY AND DEBTOR COPIES. Send the original and first copy to the Filing Officer with the correct filing fee.The original will be retained by the Filing Officer. The copy will be returned with the tiling date and time stamped thereon. Indicate the name and mailing address of the person or firm to whom the copy is to be returned in Item No. 11. 501 MAIN, INC Debtor Item No 6 to Form UCC-1 Continued EXHIBIT "A" DESCRIPTION OF REAL ESTATE x The land referred to herein is situated in the State of California, County of Orange, and is described as follows [See, Legal Description, Attached & Following] r Cahforma Standard Form UCC 1 Financing Statement(Fee Simple) Prepared M2193 2 Lggal- Descriptign i PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a 'nap recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. 4 EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14 , 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. rt z 5nl MAIN, INC. t Debtor Item No. 6Ito Form VCC-1 Continued i EXHIBIT "B" PERSONAL PROPERTY COLLATERAL Z Debtor hereby grants to Secured Party a security interest in all equipment, machinery, fixtures, goods, furnishings, accounts, general intangibles, documents, instruments and chattel paper, and all other personal property of every kind and description, whether now existing or + hereafter acquired, now or at any time hereafter attached to, erected upon, situated in or upon, forming a part of, appurtenant to, used or useful in the construction or operation of or in connection with, , or arising from the use or enjoyment of all or any portion of, or from any lease or agreement pertaining to, the real property or interests therein located in the County of Orange, State of California, as more particu- larly described in Exhibit "A" and made a part hereof (the "Land") , including without limitation: (A) All fees, income, rents, royalties, revenue, issues, profits, receipts, earnings, proceeds and other benefits from any and all of the Land including, without limitation, rights to all deposits from purchasers or tenants of single or multi--family residences, commercial or office buildings now or hereafter constructed upon the premises, sale of club memberships relating to the use or enjoyment of all or a portion of the Premises, accounts receivable, accounts receivable generated by the use and occupancy of the Premises and the operation of all business located on the Premises, deposit accounts, chattel paper, notes, drafts, contract rights, instruments, general intangibles and principal, interest and payments due on account of goods sold, single or multi- family residences, commercial or office buildings sold or leased, services rendered, loans made or credit extended, together with title or interest in all documents evidencing or securing the same; (B) All deposits made with or other security given to utility companies by Debtor . with respect to the Land and the improvements thereon, and all advance payments of insurance premiums made by Debtor with respect thereto and all claims or demands relating to such deposits, other security and/or such insurance; r (C) All fixtures now or hereafter affixed to the Land, including all buildings, structures and improvements of every kind and description now or hereafter erected or placed thereon and any and all machinery, motors, elevators, escalators, boilers, equipment (including, without limitation, all equipment for the generation or distribution of air, water, heat, electricity, light, fuel or refrigeration or for ventilat- ing or air conditioning purposes or for sanitary or drainage purposes or C&Wornia Suurdard Form UCC-1 Financing Sutaneot(Poe Simpk) errpved 02112193 3 501 MAIN, INC.1 Debtor Item Nos 6_to Eorm,UCC-1 Continued for the removal of dust, refuse or garbage) , partitions, appliances, furniture, furnishings, building service equipment, building materials, supplies, ranges, refrigerators, cabinets, laundry equipment, hotel, kitchen and restaurant equipment, lighting fixtures, plumbing fixtures, computers and software, radios, televisions, awnings, window shades, : venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other floor coverings, lobby furnishings, games and recreational and swimming pool equipment, incinerators and other property of every kind and description now or hereafter placed, attached, affixed or installed in such buildings, structures, or improvements tall of such fixtures being referred to hereinafter as the "Improvements") ; (D) All damages, royalties and revenue of every kind, nature and description whatsoever that Debtor may be entitled to receive, either before or after any default hereunder, from any person or entity owning or having or hereafter acquiring a right to the oil, gas or mineral rights and reservations of the Land; (E) All proceeds and claims arising on account of any damage to or taking of the Land or the Improvements thereon or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of the Land or the Improvements; (F) All licenses (including, but not limited to, any operating licenses or similar licenses) , contracts, management contracts or agreements, franchise agreements, permits, authorities or certificates required or used in connection with the ownership of, or the operation or maintenance of the Land and/or the Improvements; (G) All governmental permits relating to construction, all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill; (H) All water stock relating to the Land, shares of stock or other evidence of ownership of any part of the Land that is owned by Debtor in common with others, and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Land; r (I) All plans and specifications prepared for construction of the Improvements and all studies, data .and drawings related thereto; and also all contracts and agreements of Debtor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of the Improvements; c.Iirxn;,SWWkM Form UCC-1 Fin noiat Suu umt{Fes S;mpk} PMxred 02/12193 4 501 MAIN, INC.: Debtor Item no. 6 to PornUC-1 Continued (J) All sales agreements, deposit receipts, escrow agreements and other ancillary documents and agreements entered into with respect to the sale to any purchasers of any part of the Land or any buildings or structures on the Land, together with all deposits and other proceeds of the sale thereof; 1 (K) All replacements, repairs and substitutions of, and accessions and additions to, any of the foregoing; (L) All proceeds of any of the foregoing, including, without limitation, proceeds of any voluntary or involuntary disposition or claim respecting any thereof (pursuant to judgment, condemnation award cr otherwise) and all goods, documents, general intangibles, chattel paper and accounts, wherever located, acquired with cash proceeds of any of the foregoing or proceeds thereof; (M) Debtor's rights under all insurance policies covering the • Premises or any of the aforesaid collateral, and all proceeds, loss payments and premium refunds payable regarding the same; (N) All reserves, deferred payments, deposits, refunds, cost savings and payments of any kind relating to the construction of any improvements on the Premises; i (0) All causes of action, claims, compensation and recoveries for any damage to or condemnation or taking of the Premises or the aforesaid collateral, or for any conveyance in lieu thereof, whether direct or consequential, or for any damage or injury to the Premises or the aforesaid collateral, or for any loss or diminution in value of the 1 Premises or the aforesaid collateral; (P) All architectural, structural, mechanical and engineering plans and specifications prepared for construction of improvements or extraction of minerals or gravel from the Premises and all studies, data and drawings related thereto; and also all contracts and agreements of 3 the Debtor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings or to the construction of improve- ments on or extraction of minerals or gravel from the Premises; and (Q) Any property listed on the attached addendum consisting of one �1 page(s) . The filing of this financing statement is not to be construed to derogate from or impair the lien or provisions of that certain Deed of Trust, Assignment of Rents and Security Agreement of even date herewith (the "Deed of Trust") from Debtor, as Trustor, for the benefit of secured Party, as Beneficiary, encumbering the Land, with respect to any property described therein which is real property or which the parties Cali arnia Suodwd Pam UCC-1 Fi coming Stawmmt(Pa Simpk) PmT.,xa W17193 5 501 RAIN, INC.: Debtor :tem No. 6 to Fo_rm_U_CC_-�_ Continued have agreed to treat as real property. The hereby stated intention of Debtor and Secured Party is that everything used in connection with the production of income from such Land or adapted for use therein is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as, Land and part of the Land encumbered by ' such Deed of Trust, irrespective of whether or not the same is physical- ly attached to the improvements thereon. Similarly, nothing in this financing statement shall be construed to alter any of the rights of Secured Party as determined by such Deed of Trust or the priority of the Secured Party"s lien created thereby. This financing statement is declared to be for the protection of Secured Party in the event any court shall at any time hold that notice of Secured Party's priority of interest in any property or interest described in such Deed of Trust rust, in order to be effective against a particular class of persons, including, but not limited to, the United States Government and any agencies thereof, be filed in the office wherein this financing statement is filed. i C&Lfof4ia Stwdard Form UCG1 F"Wint statement(Pee Simple) Prep"02112193 6 Sol WAIN, INC.: Debtor Item No. 6 to Form UCC-1 Continued ADDENDUM TO EXHIBIT "B" DESCRIPTION OF COLLATERAL [No Additional Collateral Described] 3 Ca:ilani+Standard Fam UCC-1 Fiawkg Suwmag(Fee Simpk) Pmpamd OV12193 State of California County of Orange On October 28, 1994 b ore me, Elizabeth D. Rogers, Notary Public, personally appeared personally known to me (or proved to me on the basils of satisfactory evidence) to be the person4&) whose names} is/-aze subscribed to the within instrument and acknowledged to me that he/sho/t"y executed the same in his/ authorized capacity( , and that by his/herl-tUs-ir signature(e-�—an the instrument the person(&.) , or the entity upon behalf of which the persons) acted, executed the instrument. WITNESS my hand and official seal. Signatur 2 (Seal) Elizab th D. Roger r EL4'ASSEM I porERS CQA+L1+f.� tQtdSpQ 'a, ry P;M --CCt;f O�kNr,_C^ , orb 0 MY c ly .-. t r 1 rr GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATE KENT IS ATTACHED READS AS FOLLOWS: NAME OF NOTARY T.�1 h�[ ��L'� v • T.L•f14 A.d - DATE COtMISSION EXFIRES } COUNI•Y WUEAE BOND is FILED COt4CI SSION N0. MANUFACTURER/VENDOR NO. N�!� I PLACE OF PJJXE ION n �� i r " � DATE SIGXATURE l } 1 i _ r" LAJL GWAPLLU 1HIS INFUHMAIIUN + 4 y rECORDING REQUESTED BY PECORDING REQUESTED BYE' D - 9112 COMMONWEALTH LAND TITLE 01—NOV-199-4 08 p 00 AM AND WHEN RECORDED MAIL TO Recorded in u`ticial Records of Orange County California Lee A Bt anch, Count Recorder Page i of ;1 Fees # b8 00 Tax $ ti= 00 THIS SPACE FOR RECORDER'S USE ONLY TITLE 1J� 1 .9 q THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) a 11 92 �I _ j If N P pp S STATE OF CALIFORNIA 1b f 1 bl h d1934 UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC 1 (REV 1/90) — 915E tFrstdet L A g le CA90012 PHONE(213)229-5500 (213)229 5500 IMPORTANT Read instructions on back before filling out form For Filing with the California Secretary of State This Financing Statement is presented for filing and will remain effective with certain exceptions for five years from the date of filing pursuant to Section 9403 of the California Uniform Commercial Code 1 DEBTOR (LAST NAME FIRST IF AN INDIVIDUAL) 1 A SOCIAL SECURITY OR FEDERAL TAX NO 501 MAIN INC 95-4469448 1 B MAILING ADDRESS C/o Shaoul J Levy IC CITY STATE 1 D ZIP CODE 100 Wilshire Blvd Suite 1230 Santa Monica CA 90401 2 ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRST IF AN INDIVIDUAL) 2A SOCIAL SECURITY OR FEDERAL TAX NO 2B MAILING ADDRESS 2C CITY STATE 2D ZIP CODE 3 DEBTOR S TRADE NAMES OR STYLES (IF ANY) 3A FEDERAL TAX NUMBER 1 4 SECURED PARTY 4A SOCIAL SECURITY NO FEDERAL TAX NO NAME CHARTER SERVICE CORPORATION OR BANK TRANSIT AND A B A NO MAILING ADDRESS C/o Midland Loan Services 210 W 10th Street P 0 Box 419158 CITY Kansas City STATEMIssouri ZIP CODE64141-6158 5 ASSIGNEE OF SECURED PARTY (IF ANY) 5A SOCIAL SECURITY NO FEDERAL TAX NO NAME OR BANK TRANSIT AND A B A NO MAILING ADDRESS CITY STATE ZIP CODE 6 This FINANCING STATEMENT covers the following types or Items of property ( Include description of real property on which located and owner of record when required by Instruction 4) See Exhibits A' and B attached hereto 7F}1S 15 4 FIXrUrze �t�>✓1r�1U � 3G iZEC.0fZD� ��- r�S�tC r:6C0�DS o� a1ZAtJCrG-eotar�—c� I QX I 7B DEBTOR(S)SIGNATURE NOT REOUIRFM ACCORDANCE 7 CHECK I 7A PRODUCTS OF COLLATERAL WITH INSTRUCTION 5(a)_—ITEM . IF APPLICABLE I ARE ALSO COVERED ❑�(t)..,rs�� (2) ❑ (3) ❑ (4) 8 CHECK X I ❑ DEBTOR IS A TRANSMITTING UTILITY IN ACCORDANCE WITH UCC § 9105 (1)(n) IF APPLICABLE I 9 DATE C 5A THIS SPACE FOR USE OF FILING OFFICER •e� 501 MAIN INC o D (DATE TIME FILE NUMBER E AND FILING OFFICER) SIGNATUR ( OF DEBTOR(S) By i Leonard Feldman President Shaoul J Levy Vice-President 2 TYPE OR PRINT NAME(S)OF DEBTOR(S) �p CHARTER SERVICE CORPORATION 3 SIGNATURE(S)OF SEC RTY(IES) 4 I, Y 5 Name If le,qhq1, Title TYPE OR PRINT NAME(S) F 5EC EDP R 6 1 1 Return Copy to 7 NAME F TUAN COHEN KURAHASHI YANG SCHOLTZ & HIRANO B ADDRESS 777 So Figueroa Street 38th Floor CiTY Los Angeles CA 90017-2513 9 STATE Lttn Richard P Yang Esq p ZIP CODE Approved by the Secretary of State CALIFORNIA NEWSPAPER SERVICE BUREAU INC SEARCH SERVICE 1 (800)952 5232 White-Filing Officer Copy Pink-Filing Officer Copy Acknowledgement Green-File Copy Secured Party Blue-FI a Copy Debtor INSTRUCTIONS (REV 1/90) 1 PLEASE TYPE THIS FORM USING BLACK TYPEWRITER RIBBON 2 IF THE SPACE PROVIDED FOR ANY ITEM IS INACCURATE a Note Cont d in the appropriate space(s) b Continue the item(s) preceded by the Item No on an additional 8 1/2 x 11 sheet c Head each additional sheet with the Debtor s name (last name first for individuals) appearing in Item No 1 of this form Be sure to attach a copy of the additional sheet to each copy of the form 1 3 NUMERICAL IDENTIFICATION a If the Debtor Secured Party or Assignee is an individual include Social Security number in the appropriate space Disclosure of Social Security number is optional for the filing of this statement It will be used to assist in correctly identifying individuals with similar names (UCC § 9403 [5]) b If the Debtor Secured Party or Assignee is other than an individual or a bank show Federal Taxpayer Number in the appropriate space c If the Secured Party or Assignee is a bank show Transit and ABA number in the appropriate space This must be the complete 10 digit number i 4 COLLATERAL DESCRIPTION -- Item 6 a If the financing statement covers crops growing or to be grown the statement must also contain a description of the real estate concerned in accordance with UCC § 9402 (1) b If the financing statement covers timber to be cut or covers minerals or the like oil or gas or accounts subject to I UCC § 9103 (5) the statement must show that it covers this type of collateral and the statement must also show it is to be recorded in the real estate records and the financing statement must contain a description of the real estate sufficient if it were contained in a mortgage of the real estate to give constructive notice of the mortgage under the law of this State If the debtor does not have an interest of record in the real estate the financing statement must show the name of a record owner in Item No 6 5 SIGNATURES Before mailing be sure that the financing statement has been properly signed A financing statement requires the signature of the debtor only except under the following circumstances If any of these circumstances apply check the appropriate box in item 7B and enter required information in Item 6 a Under the provisions of UCC § 9402(2) a financing statement is sufficient when it is signed by the secured party alone if it is filed to perfect a security interest in (1) collateral already subject to a security interest in another jurisdiction when it is brought into this State or when khe debtor s location is changed to this State Such a financing statement must state that the collateral was brought into this State or that the debtor s location was changed to this State (2) proceeds under UCC § 9306 if the security interest in the original collateral was perfected Such a financing • statement must describe the original collateral and give the date of filing and the file number of the prior financing statement (3) collateral as to which the filing has lapsed Such a financing statement must include a statement to the effect that the prior financing statement has lapsed and give the date of filing and the file number of the prior financing statement (4) collateral acquired after a change of name identity or corporate structure of the debtor Such a financing statement must include a statement that the name identity or corporate structure of the debtor has been changed and give the date of filing and the file number of the prior financing statement and the name of the debtor as shown in the prior financing statement 6 FILING FEE -- PROPER PLACE TO FILE Enclose filing fee of five dollars ($5 00 Filing Fee Subject to Change) payable to the appropriate Filing Officer Financing statements and related papers pertaining to consumer goods should be filed with the County Recorder in the county of the debtors residence or if the debtor is not a iresident of this State then in the office of the County Recorder of the county in which the goods are kept When the collateral is crops growing or to be grown timber to be cut or minerals or the like (including oil and gas) or accounts subject to UCC § 9103 (5) then filing is with the County Recorder where the property is located In other cases filing is with the Secretary of State 7 REMOVE SECURED PARTY AND DEBTOR COPIES Send the original and first copy to the Filing Officer with the correct filing fee The original will be retained by the Filing Officer The copy will be returned with the filing date and time stamped thereon Indicate the name and mailing address of the person or firm to whom the copy Is to be returned in Item No 11 • 501 MAIN, INC.t Debtor Item-.No. o U Continued r EXHIBIT "A" DESCRIPTION OF REAL E T TE r The land referred to herein is situated in the State of California, County of Orange, and is described as follows: [See, Legal Description, Attached & Following] 0 r r - Cal4mm Suadmd Form UCC I Fm"4 Sukmau(Fae Simpk) Pmwed M1I2M 2 r 00 Legal Description PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet to PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 40 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. w PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. wr Sot MAIN, INC.: Debtor Item 6 0 Continued EXHIBIT "B" PERSONAL PROPERTY COLLATERAL Debtor hereby grants to Secured Party a security interest in all equipment, machinery, fixtures, goods, furnishings, accounts, general intangibles, documents, instruments and chattel paper, and all other personal property of every kind and description, whether now existing or hereafter acquired, now or at any time hereafter attached to, erected upon, situated in or upon, forming a part of, appurtenant to, used or useful in the construction or operation of or in connection with, or arising from the use or enjoyment of all or any portion of, or from any lease or agreement pertaining to, the real property or interests therein located in the County of Orange, State of California, as more particu- larly described in Exhibit "A" and made a part hereof (the "Land") including without limitation: (A) All fees, income, rents, royalties, revenue, issues, profits, receipts, earnings, proceeds and other benefits from any and all of the Land including, without limitation, rights to all deposits from r purchasers or tenants of single or multi-family residences, commercial or office buildings now or hereafter constructed upon the premises, sale of club memberships relating to the use or enjoyment of all or a portion of the Premises, accounts receivable, accounts receivable generated by the use and occupancy of the Premises and the operation of all business located on the Premises, deposit accounts, chattel paper, notes, drafts, contract rights, instruments, general intangibles and principal, interest and payments due on account of goods sold, single or multi- family residences, commercial or office buildings sold or leased, services rendered, loans made or credit extended, together with title or interest in all documents evidencing or securing the same; (B) All deposits made with or other security given to utility companies by Debtor with respect to the Land and the improvements thereon, and all advance payments of insurance premiums made by Debtor with respect thereto and all claims or demands relating to such deposits, other security and/or such insurance; (C) All fixtures now or hereafter affixed to the Land, including all buildings, structures and improvements of every kind and description now or hereafter erected or placed thereon and any and all machinery, motors, elevators, escalators, boilers, equipment (including, without limitation, all equipment for the generation or distribution of air, water, heat, electricity, light, fuel or refrigeration or for ventilat- ing or air conditioning purposes or for sanitary or drainage purposes or CLUfotnk Sundud Foam VCC-1 Fmutt:4 Statemmt(Fee Simpk) Ptep.ra�O'J17193 3 501 MAIN, INC.3 Debtor Item No. 6 to Form UCC-1 Continued f for the removal of dust, refuse or garbage) , partitions, appliances, furniture, furnishings, building service equipment, building materials, supplies, ranges, refrigerators, cabinets, laundry equipment, hotel, kitchen and restaurant equipment, lighting fixtures, plumbing fixtures, computers and software, radios, televisions, awnings, window shades, M venetian blinds, drapes and drapery rods and brackets, screens, carpeting and other floor coverings, lobby furnishings, games and recreational and swimming pool equipment, incinerators and other property of every kind and description now or hereafter placed, attached, affixed or installed in such buildings, structures, or improvements (all of such fixtures being referred to hereinafter as the so "Improvements") ; (D) All damages, royalties and revenue of every kind, nature and description whatsoever that Debtor may be entitled to receive, either before or after any default hereunder, from any person or entity owning or having or hereafter acquiring a right to the oil, gas or mineral rights and reservations of the Land; (E) All proceeds and claims arising on account of any damage to or taking of the Land or the Improvements thereon or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of the Land or the Improvements; M All licenses (including, but not limited to, any operating licenses or similar licenses) , contracts, management contracts or agreements, franchise agreements, permits, authorities or certificates required or used in connection with the ownership of, or the operation or Maintenance of the Land and/or the Improvements; (G) All governmental permits relating to construction, all names under or by which the Land or the Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill; WAO (H) All water stock relating to the Land, shares of stock or other evidence of ownership of any part of the Land that is owned by Debtor in common with others, and all documents of membership in any ownerst or members' association or similar group having responsibility for managing or operating any part of the Land; w (I) All plans and specifications prepared for construction of the Improvements and all studies, data and drawings related thereto; and also all contracts and agreements of Debtor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of the Improvements; call"MA sundw Form UCG1 rrsuociat submwa(Fee S•wple) o2rt2r93 4 w 501 MAIN, INC.e Debtor Item No. 6 to Form UGC-1 Continued (1) All sales agreements, deposit receipts, escrow agreements and other ancillary documents and agreements entered into with respect to the sale to any purchasers of any part of the Land or any buildings or structures on the Land, together with all deposits and other proceeds of the sale thereof; (K) All replacements, repairs and substitutions of, and accessions and additions to, any of the foregoing; (L) All proceeds of any of the foregoing, including, without limitation, proceeds of any voluntary or involuntary disposition or claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, documents, general intangibles, chattel paper and accounts, wherever located, acquired with cash proceeds of any of the foregoing or proceeds thereof; (M) Debtor's rights under all insurance policies covering the Premises or any of the aforesaid collateral, and all proceeds, loss payments and premium refunds payable regarding the same; M All reserves, deferred payments, deposits, refunds, cost savings and payments of any kind relating to the construction of any improvements on the Premises; (0) All causes of action, claims, compensation and recoveries for any damage to or condemnation or taking of the Premises or the aforesaid collateral, or for any conveyance in lieu thereof, whether direct or consequential, or for any damage or injury to the Premises or the aforesaid collateral, or for any loss or diminution in value of the Promises or the aforesaid collateral; (P) All architectural, structural, mechanical and engineering plans and specifications prepared for construction of improvements or extraction of minerals or gravel from the Premises and all studies, data and drawings related thereto; and also all contracts and agreements of the Debtor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings or to the construction of improve- ments on or extraction of minerals or gravel from the Premises; and (Q) Any property listed on the attached addendum consisting of ore in page(s) • The filing of this financing statement is not to be construed to derogate from or impair the lien or provisions of that certain Deed of Trust, Assignment of Rents and Security Agreement of even date herewith (the "Deed of Trust") from Debtor, as Trustor, for the benefit of Secured Party, as Beneficiary, encumbering the Land, with respect to any property described therein which is real property or which the parties t'LUOMS SuMra Form UCC 1 P'W=6t Swemeol(Foe siwk) Pmpwred M'12143 5 1 501 KRIN, INC.t Debtor Xtem Nos 6 to Form UCC-1 Continued have agreed to treat as real property. The hereby stated intention. of Debtor and Secured Party is that everything used in connection with the production of income from such Land or adapted for use therein is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as, Land and part of the Land encumbered by such Deed of Trust, irrespective of whether or not the same is physical- ly attached to the improvements thereon. Similarly, nothing in this financing statement shall be construed to alter any of the rights of Secured Party as determined by such Deed of Trust or the priority of the Secured Party's lien created thereby. This financing statement is declared to be for the protection of Secured Party in the event any court shall at any time hold that notice of Secured Party's priority of interest in any property or interest described in such Deed of Trust must, in order to be effective against a particular class of persons, including, but not limited to, the United States Government and any agencies thereof, be filed in the office wherein this financing statement is filed. r Caldbraia Sundud Pam UCC•1 Finmcing Sulamed(Fee Simple) Pts wd W12N3 6 501 MAIN, INC.: Debtor L%emRo, 6 to Form MCC-1 continued ADDENDUM TO EXHIBIT "B" E CR 0N -01E CO LA RA [No Additional Collateral Described] i t I CLU*mk Suft"Fd Fo m UMt Fi mie3 St w--t(Fee S*k) State of California County of Orange on October 28, 1994 bp—for bp-forq me, Elizabeth D. Rogers, Notary Public, personally appeared , personally known to me (or proved to me on the bas1s of satisfactory evidence) to be the person(o —whose name(-iT) is/arc subscribed to the within instrument and acknowledged to me that he/sUe�-hay executed the same in his/hertthv-kr authorized capacity(ie -)-, and that by his/herfttfarrr signatures}- on the instrument the person(o , or the entity upon behalf of which the person(s3- acted, executed the instrument. ` WITNESS my hand and official seal. signatur (Seal) E izab th D. Ro ers ELIZABETH Q.ROGET4 ��•� '�:. COMM.t IM&C a s`41, Notary Pub;c_coffomla ORANGS COLm7y My Comm.FxPkC?Fir 21.W 8 r r OOOERAtItM CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WRICH THIS STATDaarr IS ATTACHED READS AS FOLLOWS: W NAME OF NOTARY DATE COMMISSION EXPIRES 10 COUNTY WHERE BOND IS FILED Q f� COMMISSION NO. IV [ 0'�'" MANUFACTURER/VENDOR NO. NO 0 PLACE OF EXECUT N O�.h DATE -- - V -J -q4 . SIGNATURE i I 1 II •. I 18 ' 1J:Z6F1 Fk09 ATIORNRY'S OFFICE rill K�CE��'EC PUST1hSI;:'. gEAL-ESTATH LOAN PMCiEUON GC1E MINT THIS AGREEMENT is made arils�.day of by and between CHARTER SERVICE CORPORATION, a California -;-oratlon('CHARTER'), a wholly-owned subctd(ary of THE RESOLUTION -.tiST CORPORATION, a United States corporation, In Its Capacity as I-Aver for CHARTER FEDERAL SAVINGS AND LOAN ASSOCIATION('RTC' "RTC/-CHARTER'),as participent-lender(collealvely, 'Partleipant'). end, i h E REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, A -;:rn:clpal torporanon and/or body polttic, as agent tender collectively, �ENT/RDA"):with respect to the following facts' Recitals. A. Agent and MOLA Davelopment Corporation, a California corporation ALA'), as predecessor-in-interest to CHARTER, previously enterer!Into that -Jn Owners Participe ion Agreement, recorded on or about January 18. 1989 A'), pursuant to which the parties to the OPA developed that certain real ; pcsty commonly known as JQ1 Mgin Sheet. intin ton Beach. Calit rnia >48 ('Property'). Under the OPA, AQsnVRDA and MOLA agreed to certetn • s rolating to expenses, oosis and proceeds reletivo to the Property. 9. Pursuant to formulations proscribed in the OPA, the parties agree that AgentMDA's share of'Not Procoode equals t&°A,and the a-vcipant/Chortaes shara thoroof equals, 4%. By that certain conveyancing Instrument dated December S, 1989 (and -�ad November 4, 1»so), MOLA transferred Ira Interest In and to the r ny to CHARTER.which holds such interest to this date pursuant to and to the OPA. Subsequent to Its acquisition, CHARTER's records show is expended and advanced certain sums In developing,building and selling F'rcperty and has received revenues and other proceeds from the leasing ! other operations in and upon the Property.for which such expenses were zu-red. yarding to CHARTER's files, the sum of$309,005.59 ("Charter -,nsee)has been so expended, above and over the proceeds of the original ,�r.at,-uction loan from Sumitomo Bank In addition. leasing commissions in the of$35,13g.90{`Charter Commissions')have been Incurred in such .'ties. Out of such operations, CHARTER has realized as of July 31, 1994, . of$103,042 in net operating income CNOI*), jxClusin of the foregoing zes and Commissions,and the NOI is expected to increase through the -f the subject transactions. Under the terme of the OPA,Agent to entitled �::..nant of JQS of the NOI(presently, the estimated sum of$61,971.00), and IT iC A L12 NV313 1113 03AMT! '23:16PH HUM ATTORNEY'S OFFICE YU4 ._-Pant has agreed to remit such sum to Agent. pursuant to the terms and . Norm set forth herein. r In order to compromise and settle the mutual disputes between them Ilia Charter Expenses and Commissions and to allow the P&S Transaction �d and referenced below)to close timely,and strictly in rellance upon and •Vance with the provisions of Sections 16U et scq. of the Califomia Code and Rule 408 of the Fodeml Rules of Evidence, tha parties have ad that AQent1RDA's shins of both of such items shall be fifty percent(60%) r of.Specbfc ally,ApvntlRDA agrees to reimburse P"cipanUCharter for Its of such Expenses In the sum of 31 K532.80- In the form of a fully-amortized ../-rent over a seven(7)-year term,with Interest at the rate of nine percent ' ;4r annum, or approximately$2,486 per month for eighty-four(84)months. will Colnclde with tha corresponding term of the Loan by Charter(defined Y) arlsing out of the P&S Transaction. Agent shall be antitlad to pay giant either In cash or out of its portion of the loan repayments received z- Buyer/Borrower(defined below). And. again as part of such -�nticompromise.Agent/RDA agrees to pay Its half of the Charter Itslons in the sum of 317,567.45. That sum will be treated as an PmJect �' ng expense and thus onset against and deducted from Agent's share of ':G I due from Agent(presently, $51,971).thereby leaving approximately the i n of 134.445.45 which shell be paid by ParUcipent to Agent within thirty Sys of the close of escrow for the P&S Tramction. The parties expressly acknowledge and agree that their mutual and �A3 agreements aver the matters described in these Recitals are the result r,omisa and settlement,which they are willing to make In order to permit ding P&S Transaction to be dosed and Consummated according to Its lsithor the signing of this Agreement nor any statement herein shall +a or be deemod as any admission by either party, and nothing in this -��1 shall be admissible as evidence or othorwise used by either party tea other party,mopt In any proeWing brought by one Party against to enforce the terms hereof. FuMVur"e, should the P&S Transaction '-use at all and/or the Prc jed remain in the ownarship of Charter and not -.,wriyed unto the Buyerinomirm thereunder.than this Agraement shell be read null end void and of no take or efrea,and the parties shall retain all 3-•d remain subject to all obligations In place or acaued prior to the .-n of this Agreement Thereafter.the Escrowholder Is hereby instructed all monles and doaxrlents deposited previously in the PAS Transaction -o the party who originally deposited or lodged the same pursuant to this -nt 7C acting as seller, and' 1,81N, JNC.. a California corporation, as ;`e uyoe)have entered Into that certain Purchase and Sale Agreement, ••-.ch 29, '1 994(`Purchase Agreemene),under which Buyer has agreed 2 0:209 FROM ATTORHY-S OFFICI PU5 -)-Jrchass,and RTC has agreed to sell,the Property,subject to the terms and : tions provided therain('PBS Transaction`). Pursuant to the Purchase =-menu, Participant-RTCI-CHARTER,has agmed,subject to the consent of ,lRDA,to extand a loan('Loan'}to Buyer, as borrower r8onvmtr), In the .:::pal am of Seven Hund a -N DS Thousand Dallars k cop•01, for Um purposo of financing such purrhaeo. For its part, i'IRDA,by this contract,has agreed to parftpata In such financing to the of Its proportionate Interest In the Property under and subject to the 0PA 'y rat duloniated Mol-AND LOAN SERVICES,a Mi:saud Um'sted i%shlp('RTC Loan-Servic+er), as the entity which will service and avers" Loan,on Whatf of both Particlpant and Agant,under this Agreoment,and has consented to using the latter but reserves the right to designate a now : .rvicer with the consent of RTC. The parties acknowledge that Buyer's projected gash down-payment of "0.00 will be used to satisfy, but may not cover all of, the broker's ..$Ions,escrow fees and other sales and closing casts and expenses, r,;!y eatimatod at 356,600.00(collet iv*, 'Closing Coats'), such that no i :hereof will be availablo for distribution,and h3tead a g2f�Gt in the a :t of 111,000.00 is projected to arise upon, the closing and consummation Ir&S Transaction. The actual amount of such projected deficit at the close grow("Closing Dstia)will not be fixed or become certain until just before sang date, and Participant will promptly repot tho Closing Deficit to Agent 'n ascertained. in further compromise and settlement of the mutual i%Ween the parties,as referenced below,Agent has agreed elthar to r.to Participant In cash, or to deposit into escrow, prior to the closing as requested by Me Escrowholder fifty percent(50%) of the actual : 3efl A which Is estimated at this date to be 118Q9,00- Fur# omwe, Buyer will be required by the Purchase Agreement and ~currents to deposit an addltlonat$200.000.00 Into a•Capital -ient Escrow'to be administered and distritwted by the Agent and ~ant jointly pursuant to cite provisions of that certain Capital Improvement groament,executed and delivered=%u rently with the Loan r^s,which shell become effective upon the dosing of the PAS s:;on and the Loan. Such funds are Intended for further construction and +.pon the Property,In accordance with the terms and conditions set forth going-described Agreement,and therefore are not subjvd to this .nt or the CPA f7onoxrently with and immediately fotkWng the dosuQs of the P&S -•'-n and Loan in recordation priority, Participant has agreed to and shelf i r: -;,red and trarisfamsd unto Agent all pertinent Lose Documents .*)r.7 ralow), by Instrument(s)rossonably approved by both parties and their i legal counsel, by which the same shall theredor became vastod in 3 tI l ' A:'10I1 FOR ATTORNEY'S OFFICE rub �ame of Agent, as the'egenr lender for and on behalf of Participant, :.jant to the terms and conditions of thi!Agreement, and Subject to the -led.and equitable rights, Utica and Interests of Participant In the underlying and the repayments and/or collection proceeds thereof. The parties -- owledge that the Loan and such repayments/collections shall be governdT s Agreement and apportioned between Agent and Participant according to ant and Participant Interests,respectively,which are taken froi rthe rations provided in Section 200 of the OPA. ji Tho parties desire to momodafte the foregoing elements of the PBS_ �.=action and Loan, including both Agent's and Participants Interests In the is well as In the security therefor and the documents rotated thereto, and _ `onh the respective rights and obligations of the parties under this -AGMt, against the background of the OPA- Agreements. THEREFORE. In consIderation of the covenants, terms and conditions r,ed herein, Including the foregoing Recitals,the parties hereby agree as s: 11. Deflnitlons. The following terms or expressions shall have tha + meenlrip listed below. 1.1. 669ent's Certibsate avail mean 0e certificate to be Issued to substantially In the form attached hereto and incorporated by reference is Attachment'1`. + 1.2. `AggnilntoLW shall mean the transferred and participating . titles and interests In and to the Loan and Loam Documents being ad by, confirmed unto and hold by Agent in the percentage and for the :nration set forth In Article 2 hereof and pursuant to the OPA 1.3. mousio2js DW shall moan a day on which Agent and Participant m open for the transaction of usual and customary business operations. 1.4. OLM Qgqi=tf117 shall mean the following Loan documents to �uced out of the P$S Transaction: 1.4.1. Seller-Financing Addendum to Purchase and Sala 4 + 93:Hy11 HUM ATTORNEY IS OFFICE FV 1.4.2. RTC Note and Riderto No;e rNoter); 1.4.3. RTC Dead of Truet,Assignment of Rents and Security - ?.'riant, and Rider to Rood of Trust VDeed•of Trusty; 1.4.4. RTC Assignment of leases, Rents and Profits, and Rider �gnment•, 1.4.5. UCC•1 Financing Statamont; i A.& ALTA Loan Policy or Title Insurance, dated . 1994. together with all eVorsemants, supplements amendments thereto,and issued by Commonwealth Land Title Insurance ' ,any('Loan PoIW); 1.4.7. Written opinion of Borrower's legal counsel. by its letter r [if any]; 1.4.8. RTC Capital Improvement Escrow Agreement; 1.4.9. All other Instruments, agreements and documents :tod by Agent ancilor Borrower evidencing or securing the Loan. 1.5. `PISS T9,Ja, ' ie =hall mean the;contain purchaso-and-ealo + -tion between Participant/sailor and Buyer described In the foregoing ,s, under which the Goan resulting therefrom shall be subject to this -pent and the ratable sharing thereof between Agent and Participant der. i.e. "Psrtidl2atigaZelg te-shall mean the certificate to be issued -cipant substantially In the form attached hereto and Incorporated by rice herein as Attachment'2". 1.7. aParticipard Intem3r shall mean the retained and participating titles and Interests In and to the Loan arid!Loan Documents being ed unto and held by Agent/RDA cinder this Aprewmnt. in the percentage the consideration set forth In Article 2 hereof. 2. Confirtmat1ardVesting of Participant and Agent Interests. 2.1. ftoective Percenjageo 2f L29n. The parties sxpreasly the retention, ownership and holding by Agont of the Agent Interest In n and Loan Documents,as set fortth below. Participant shall moolve and ;'fined and transfarred the remalning percentage of the Loan(and Loan h^ts as the Particdpant Interest, also as sot forth below. 6 r 0:20M HUM AIfORKH'S OFFICE ruff Uglier Amount j?eyenteaq of Agent! ,.,e of Party of Participation PRf11cjt)ant Interests 'clpant . $264,869.00 4 ►: 4514.140.4g IM TRW*: s779-m go 199.236 2.2 ftable Shahlog gf Loan ReceiRts&Expenses. Subject to the stons of this Article and this Agreement, Agent and partidpant shall share In all Interest, principal and other proceeds received from or payable by -ior under the Loan. All fees, coats,ev"es vW advances Incurred or zhall be apportioned between the patties in accordance with their tiva percentages of Agent and Participation Interests,which are taken "6 calculations provided in Suction 209 of the OPA. 2.3. RemDJEM gf Pgrtic1RMnVs . Subject to the provisions of ',-ticle and Agreement and the raimbursoment of any outstanding fees, i ses or other sums unpaid or delinquent by Borrower to that time, :;Pace's share of interest, principal and other proceeds actually received or 3d by Agent from Borrower, based upon the Participant Interest, shall be r d by Agent to Participant axe anon as fessibla,but no later than the thirty isiness Days after recelpt thereof by Agent 2A. Upon execi.ution of this Agreement era's receipt of the Agent's Certificate. and subject to the provisions of .,-tide and Agreement,Agent's proportionate beneficial ownership Interest Loan and Loan Documents, as well as its We to the Agenrs Interest, shall mad confinrfed, retained and vested. Each and any other participant in in shall likewise be deemed owner of Is similar title to and Interest In Its t1ve participation interest. Similarly, upon execution of this Agreement rl.:clparWe receipt of the Participants Certificate,and subsea to ttia Iis of this Article and Agreement, its proportionate legal ownership In the Loan and Loan Dooumonts, as well as its title to the Participant'a shall be doomed confirmed, transferred and vestod. 3. Represaritatlom and Warranties. 3.1. Soecitic Re2iEQntati4nj. Except as otherwise specifically herein, and subject to the provisions hereof, each party hereby ^:s and warrants to the othelr party, as applicable, that: d r i U3:Z6FM FROM ATTOBIRY'S OFFICIi illy 3.1A. Agent will be the holder of the Loan Documents and the owner of the Loan and Loan Documents and is the sole owner thereof, t to the Participant Interest therein being confirmed and retained In -,Pant hereunder. Llkewlse, Participant is the equitable and beneficial of the Loan and Loan Documents,to the extent of its Participant Interest :.J, subject to the Agent Interest therein being confirmed and transferred to hereunder. 3.1.2. The Loan and Loan Documents have not been ously pledged as collateral for any other loan or other purpose.to each s respective knowledge and based on reliance upon Borrower's antations to that affect in the Loan Documents. Neither party has sold, od or transferred the Loan or Its respective Participant/Agent Interest to 'zer person or entity, except as provided hereunder. 3.1.3. To each party's knowledge, all information shown on the nation Certificate and Agent's Certificate shell be matorially end ntia(ly true,accurate and correct. 3.1.4. Agent shall hold in its own name and rocaivo the legal •Ghlp of the Loan Policy transferred and assigned from Participant,to the of Its Agent Interest therein,and subject to the retained,equitable •)afloat Iritereat of Participant therein,the applicable fees and costs, If any, by the Insurer for any required endorsement or other document :ing such transfer to be shared between the parties ratably according to spective Agent and Participation Interests. The Loan Policy shall Insure :d of Trust in the full amount of the loan to be a valid first lien upon the ,v In favor of Agent and Participant,as applicable. under the Loan and mmwnts, free of all liens, encumbrances or easements except as set such Loan Policy. 3.1.6. Participant has caused Borrower to Wain appropriate 1 oxtended wwmntyftwmrd Insurance covering the Property, initially Agent and Participant as low payco and co-insured with Borrower ' �­!or,In an amount determined by Agent and Participant and as specified c 3n Documents, but In no event loss than the original principal sum of ,n, and issued by a roputable,Insurance company. Participant has Borrower under the Loan Documents to maintain such insurance until the Loan Indebtedness Is fully repaid and Borrower fully ed thsrefi'orn. The Parties shall,as a condition of closing oscmw,have a: interest In such policies assigned and transferred Into Agerfs name as ,o4oss payee andfor c*4n3ured and, subjea to the retained,equitable ),grit Interest of Participant therein,the applicable fees and costs, if any, by ft Insurer(*)for any required endorsernertt or otter document , U3:Zb?g HUM ATTORNEY'S 0111CI t'ltl -ncing such transfer to be shared beM the parties ratably according to :!speaive Agent and Participation Interests. 3.1.6. Neither party has any actual knowledge of any fact, • � litigation or other condition or matter, relating to the Borrower, ilia Loan, ,in Documents ar this Agreement,which would Invalidate, nullify or ise adversely Impact upon the Participation or Agent Interest.the Loan or party. 3.1.7. Except as disdosod by an nttechment to the Note to be ved byAgent evidencing the Loan,the terms and provisions thereof as *lized in the Loan Documents have not been changed, modified or ranted In any material respect, and Borrower has not been released or gad from Its material obligations theremder,to each party's knowledge. 3.1.8. Neither party has arty knoMedge of any default axisting "io Loan Documents, nor of any actual notice of Borrower's intended or -:vs material default under the same. 3.2, U2 sofas. To each party's knowledge.there are no is,defaults or breaches on the part of the warranting party,which would iy and materially alfoct this Agreement or the Participation or Agent r of any applicable California or federal laws. 3.3. IndeDIndent UE&Maing. /dent acknowledges and agrees call make Its own credit analyses, investigati*na, due-diligence and to acquire the Agent Interest, Independently and without reliance upon .it orb representatives and based on such documents eind information in its oven discretion deems appropriate, including the Loan rats. Agent will continue to make its own credit decisions with respect to z; Interest. the Loan and this Agreement, Indapendently and without upon Pariiclpent or its reprosanwftas and based on such documents -nation as Agent In its m m discretion shall deem appropriate at tho r 3.4, Umitation.of Liatill In c nrie tlon with Agent's administration =ment of the Loan Doasnents or perkwnw =under this Agreement, :.it not be liable for any error of judgment or any action taken or omitted n by Agent, except for its grm negliga)w or wiilfui misconduct. of nmployeos, agents or representatives,leading to a provable and )"Moss under tho Loan. 6 l � UJ:ZbPlt YROM ATTORNEY'$ OFFICE Yll i I I 4. Certificates for Participant&Agent. 4.1. Issuance of Agent's Certificate. Upon execution of this -ment and closing of the escrows for the Loan and Purchase Agreement, .nt's Certificate,which shell evidence the Agerrt's Interest, shall forthwith _uted and delivered to Agent. Receipt thereof shell be soknowiedgod by Aw shall forthwith return a conformed copy of the Agont Certificate to snt, bearing such acknowledgment. 4.2. Issuance of Pamir 28rtt's CerfiWe, Upon execution of this • rant and closing of the escrows for the Loan and Purchase Agreement, ~iclpant Certificate,which shall evidence the Participant's Interest, shall ,�ti be delivered to Participant Agent shall Inatxibe its admowledgment sent thereto upon such Certificate prior to the time of such delivery. 5. Loan Collateral/3scurity. 5.1. ft-rticivent's 8bgre. Subject to Agent's rights and prerogatives service and administer the Loan and Loan Documents in its name 83 arein, Participant shall have an equitable and beneficial ownership of an A Interest In the Loan and Loan Document equal to its percentage share teased upon Its Participation Interest. Should there be a foredoaure and he Property or any other collateral for the Loan, pursuant to the Deed of --:lor other Loan Documents,Agent 13 entitled to hold the full legal title to squired propeVeolleterel, subject to Participant's equitable and 21 awnership and tights therein. My subsequent liquidation,sale or ,posal of such property/collateral by Agent shall be pursuant to this 2nt, and both parties shall be entitled to share and receive the monies it proceeds realized therefrom by Agent, proportionstely according to =Nective Agsnl/PartiWpant interests. 5.2. Pro-Rats Reductions. Subject to Article 2 and this Agreement, ant that the proceeds of any collateral are applied. or any payment rncalved from any Guarantor.to reduce brie Indebtedness under the -ticlpant and Agent each shall be entitled to Its respective proportionate F%reof,based upon its Agent or Participation Interest. respectively, after i�:rtionate relmbursement for and/or offsetting of any accrued costs or 3 under the Loan incurred by either party. 3. Administration and Servicing of Loan. ,A. Standard of Conduct. Agent, and any loan-servicing agency or -tifiom Its duties maybe tmnsferrod hamundor, shall exercise f U3:ZbPg FROM ATTORNEY'S OFFICE PIZ -ntially the same degree of care and dISCMkn In administering and -'rig the Loan as Agent would ordinarily take for loans made, arranged, Fated or acquired for its own MocounL In doing so,Agent shall comply and nsiatently with applicable taws and regulations and the practices generally . 'nq In the local banking/lending community for credit4adiitles of amble amount and collateral of similar value and location. 6.2. Agent's QM22naMU20, As compensation for servicing and ion of the Loan,Agent shall bo entitled to ft following: 6.2.1. Initial Loan set-Wconversion fees of$175.O0, monthly -servicing fees of S95-Mmonth for the Loan term, and Loan4ransforlde- .ion fees of 3175.00(if appiicable), all of which consist:of the projacted d expenses to be charged and collected by the RTC LosnZervic er out of n repaymentalprooeads actually received from Borrower, and to whom ,ms shall.fotttWth be paid and remitted should they be sent to Agent . the same to be allocated end"red proportionately between the according to their respective Agent or Particlpatlon Interest. 6.2.2. Any other amounts actually received or recovered by under the Loan not otherwise specifically provided herein and not :se payable or due to Participant hereunder. r 6.3. Monitorino andJ3etortina. Agent shall use Its reasonable ind diligence to monitor Borrower's performance under the Loan and any rztivities Involving the Property, In accordance with the Loan Documents. ,,'..gent discover and verify any of the following occurrenoos, It shall notify c nt reasonably after ac Wal knowledge thereof, as a part of any t ment andfor remedial efforts provided under the Loan Documents: 6.3.1. Abandonment of any material portion of the Property or �.tior tenant or major leasehold thereunder. 6.3.2. Sale or other disposition of all or any material portion of 6.3.3. Material loss,damage or waste to the Property or Ir4ury -1;3rsWs)in possession or o=4=ion thereof.In excess of$50.000.00, :r not covered by insurance; or, 6.3.4. Death, bankruptcy, Insolvency or other permanent and ,ing disability of Borrower or any Guarantor of the Loan,which would i'y impair or delay repayment thereof. 10 � 93:26YR !XUM AIIORRY S OFF ICE Y 13 a T. Collection and Woraement of Loan. 7.�. Loan Peymen't. Agent shell use He reasonable elJsorta to -^_t the interest, principal and other indebtedness due and payable under the ind Loan Documents and shall take All stops reasonable necessary or r to enforoa the terms and oondltfons thsroof. Agent may retain its portion ,i,based upon its Agent Interest. Snd stump account for and transmit to 1 ,pent.directly or as otherwfaa instructed thereby,the letter's proportionate of principal, interest or other proceeds actually received by Agent on i --nt of the Loan, based upon the Partlelpation Interest, and sut ied to and in fiance with the pr visims hereof. 7.2. Reimbu ement of Exnensea. Agent shall use its reasonable to recover from Borrower all fees,expenses, charges and other amounts era the Dorrowees obligations under the Note or Loan Documents. Upon d and not later than thirty(30)Business Days thereafter. Partldpaant will rse Agent for its share of any and all costs,expenses and disbursements, tig Its Loan-servicing fees and related oasts and expenses,which may be n or made by Agent under the Note and Loan Documents, andlor In any judicial or ott Ws:,which may be undortaken by Agent to rolled the 'er which Agent has net bom raImbursed at any time by Borrower. To the .,Inch amounts are unpaid,Agent shall be entitled to deduct the same from reimburse Agent eta of Borrowees payments under tho Loan,which are �y received by Agent, proportionately based upon the respective cant and Agent Interests, prior to any distributions to Participant of its i Loan receipts. i 7.3. Limb,on.Expend res. Any one-time w9mmitura or .-jai commiWwt, including wtthout OrMatlon further advances under the -eclosure or litigation costs.repairs and maintenance, property i-aent fees or other similar expenditures. exceeding one percent(1%)of -is] Loan principal, or the annual aggregate of such expenditures or -rants exceeding five peroant(5'lfi)of the odginal loan prin ipal,shall be ►r,led and provided in writing to ParWpant. Expenses Including tM ' 13 Incurred in connection with eftrcement shall be allocated to all nig amounts under the Moan proportionately based upon the respective nt and Agent Interests. In addition, coats and expenses of aolleetion, g reasonable or court-approved attorneys'fees and legal costs, shall be s�d to Apant by Participant an the same basis. 7.4. gee olstritjM- Agaift actual receipt of payments of mtarast, exper"s,deauft interest,tote charges and other oasts and '-om Borrower or other persons undw the Loan, not Wwrwiso I' herein, snail be allocated and distributed proponkmataly, In it � _ "3:1tiY1t F t�bt AII4E fiY'S 4Ff ICii f i t 2 'I-,'ance with the Participation and Agent Interests,which are taken from the c 40M provided In Section 209 of the OPA. 7.5. Adams. Agent shall be entitled in Its commercially r ,.ble and flood faith Judgment to pay or make advances for needed repairs ^ =intenance, delinquent tom, lnsuranco premiums and other vxpenditurea Ia the Properly,to the extent It deems advisablo or required under the J Trust and other Loan Documents,should Borrow fail to do so or se default or broach the same. Such expwWuresladvancas shall be s to the same monetary and other limitations and conditions and be rF. -sad similarly, as other Loan costs and expenses are sa governed under t` cle. 8. Possosslon of Documents. 9.1. Custody of Loan DgMfnts. Agent shali retain physical end actual possession of the Loan Documents, subject to Particlpanrs 'e and beneficial Interest therein, based upon and to the extent of Its -lion Interest. Participsrtt acknowledges receipt and review of copies of n Doeuments and upon request,Agent will famish to Participant copies �f ether documents as Agent shall receive pursuant to tha Loan and Loan nts. In any ilavilings with third peruse, Including smvicing of the Loam, .. n and other remedial efforts and any managament of the Property 7 foreclosure and re-vesting of title tharato in Agent, pursuant to the ns hereof,Agent may act nominally in its own name and right to the r its Agent Interest therein, and subject to rho equitablo, beneficial ­o and We In Participant to the extent of Its Parlldpsnt Interest,without i cement to disclose Its agency heraunder to any tnlrd partia:, all as , the provisions of this Agreement and the Loan Documents. C.2. aMunt" Files. Agent will keep Its customary or usual books .f T.and records reileding each pwWs Inlerost In the Loan. Such books .;s and Agent's Loan files and other Information shall be available for i, with reasonable limits as to frequency.at the prindpal ofte of wring regular business hours,by the parties or their representatives and r c s. Upon request,Agars shall furnish Participant with true and correct any of such books, records or files, at Participant's txat. 9. Aganrs AUftrtty. NotwittutinciiN anythkctg heroin to the ,Ikgent shall not too any of the following actions except with the prior ~sent of ParticipaM which consent shall not be unreasonably limited, :1 or Withheld: 12 X ' 9:26Yba Fkola AIIORSIVS OFFICI Fib 9.1. Forgive or materially reduoe the indebtedness ender the Loan; 9.2. Release the Dood of Trust or other material aeax*for the Loan; 9.3. Release the Borrower or any party materially liable for repayment *tote of for performance of any other material obligation under the Loan ants; 9.4. Cancel or agree to the terminstion of the Note or any Loan -ants; 9.5. Materially modify or amend the Note or other Loan Document, or n ny of the materiel rights thereunder or any material condltion to ores duty to repay Loan; 9.5. Materially extend the due date for payment of the entire �ing loan balanco, and all accrued Interest which remains unpaid. -is specified In the Loan Documents; 9.7. Accept substitute collateral for any material collateral granted in -ion with the Loan; 9.8. Mates lly reduce the interest rats payable under the Note; 9.9. Sell,assign,or dispose of a majority or material portion of Lo"ervlcing duties and administrative and management obligations ..IS Agreement, except to a subsidiary, parent or other of ilistod entity of e Cite. CHARTER, the RTC or the RTC LognServicer. r 10. DefaultWBreat hes of Borrower. 0.1, i In the event Agent ,13s that a material default, breach or failure condition with respect to is obligations under the loan or Loan Documents has o=xTW.Agent wide written notice to Participant of the same as soon as possible, and {'se the letter of Agent's proposed course of action In response thereto. cy determine In Its discretion whether to enforce suds obligations by -e or otherwise,and Agent shall give notice to Participant if it elects to 'y way of foreclosure, deed in lieu of foreclosure.judicial proceedings t lar remedy, unless Agent detarmines In Its discretion that notice is not -'e, in which case Agent shall endeavor to notify Participant of the action Agont as soon thereafter as pradicable. After and dwing the -cc of Borrower's event of default,Agent may take or refrain from taking Iin to real lze on the collators as Agent may deem appropriate In Its r, and Agent shall not be responsible or liable for any loss or damage 13 t 93:26PR Fkiltd AIIORNIVS OFFICI I'IC r ' E ^nod by the exercise of such discretion made in good faith or In able reliance upon the advice of legal counsel. 10.2. Property-Marsaement Fees. If Agent shall acquire the .,y or other collateral as a result of its Bntorcomant under the Loan ants,Agent(or a property-management 111mVentity hired by it)shall 3, utlllze, maintain and/or dispose of the same.by way of lease, sale, ication or otherwise,nominally In its own name to the extent of its Agent therein, and subject to Participant equitable,beneficial ownership ' and title thereto to the extent of its Participant Interest therein, as f appropriate In Agent's discretion. Any and all Income, rentals, proceeds funds or property actually received by Agent, and all expenses, costs, ' other charges reasonable and necessarily Incurred by Agent in 3 out its activities under this Paragraph shall be shared, remitted and/or roportionately between Agent and Participant, based upon!hair :ve Agent and Participant Interests. In performing the foregoing actions, r any third-party property manager retained by it for such purposes, shall 'od to retain and receive as a management fea (excluding expenses)a to exceed five oercenf(5%)of such rentals and Income, in addition to s ament of advanced or Incurred fees,costs and expenses. To the extent )vrsed out of the Property, Participant shall pay over the same to Apont, 14en notice and request therefor, similarly as other foes and expenses 1bumable to Agent under this Agreement. 11. Assignment of Interests. 11.1. Assionabiiitr!�Transfsreblllty. Each party may assign, encumber. hypothecate or convey its rights, titles and/or interest In and .:ective Particip8lion/Agent Interest under this Agreement and the Roan, ny prior consent or approval of the other party required,to any third i-'uding to a Federal Home Loan Funk or federal Reserve Bank, of i 3 transferor or assignor Is a member,for the purpose of waxing s made by the latter Bank Written notice of any such assignment, and/or hypothecation shall be given promptly to the other party. 11.1 No Transfer of Se�no_ Duties. Notwithstanding the 17,Agent shalt not assign transfer or otherwise dispose of a material c`its Loan-servicing and administratNe/management duties and s (except to a parent, subsidiary or other affillated entity)without the s An consent of Participant,which consent shall be unreasonably imhad or conditioned,as referenced In and governed underArticle 9. 14 E i U3:26Pft FRUlt ATIORNEY"S OFF1CI PI7 11.3. Preservation of Accrued Riohts. No assignment,transfer, sale, 4 arm, hypothecation or other disposition of a party'&interest herein shall ny effeot upon any ga4xtsting right or duty of such party vie-AM3 the arty to this Agreement,which right/duty was incurred, socrued and in -ior to the assignmantitransfor, in which event,Agent and Participant entitled to continue dealing solely with each other hereunder as to such 17. Agent's Insolvency or Material Default 121. ?Ir ggering Events.In the event that: 12.1.1. Agent falls to perform substantially the material inn Imposed upon It hereunder for a continuous porlod of at least thirty secutive days, without having cured, ameliorated or commenced and .11 diligently to nurefamelloMe the some following Participant's prior 3)-day written notice to so cure/ameliorate; 12.1.2. A receiver, conservator or public agency supervisor is �-ppolnted and Installed over Agent by proper order of a tribunal having .ion thereover, or, 12A.3. Agent files a petition in bankvptcy, makes a general —ent for the benefit of its creditors, is adjudicated a bankrupt or admits its m Than: Participant shall give Agent written notice roquosting that rcmody or resolve the same. If Agent fails to to remody the default, or =mmence and continue diligently to do so,within thirty(30)days of such ;hen Agent, upon the written demand of Participant after the mpiration of riod,shall assign and deliver to Participant or its designate the Loan •nts and all deposits, sums, instruments, certificates(other than the ::ertiWte), policies, security and contracts relating to the Loan. 12.2. Assumption of Amnra Rale. Pursuant to the assignment and if any, under the preceding Subparagraph: 12.2.1. The Agent-assignor shall retain its Agent Interest in the -d Loan Documents and shall be entitled to an equitable ownership title ,!nd interest therein; 12.2.2. The Participa t-asalgnoe shall retain its Participant end shall become the'Agonr under this Agreement In place of the r:ginally named herein,with all of the rights,duties, powers, privileges 15 i:- !13:YUM HUM ATTORNEY'S OFFICE Y1� r f :r. ,—.unities conferred or imposed by this Agreement upon the Agent 'y named heroin, Including the duties to service and administer the Loan r, nanago end maintain tho Property following re-vesting at foreclosure; 92.2.3. The Agent originally named herein shall become a F ' 1^ant'hereundor to the extent cr Its Agent Interest in tta;Loan and Loan 3, .nts. 13. Tormination of Agent's Servicing. Agent's duties to service + 3r administer the Loan as provided hereunder shall expire and terminate .3 ooamenee of the first of the following events: 13.1. Full Pavmnl3 4iacharoe. The loan is fully paid off,the 3, --er diacharged and the Deed of Trust and other Loan Documents released i- .onveyed in full; 13.2. FgMS&3ure. The Deed of Trust is foreclosed upon, either ;L. :y or otherwise, and the Property thereafter d'sposod of and soquirod by a or entity other than Agent or, 13.3. agents Matoftl QjfAV1t. The provisions of the preceding Art?: -erne into effect. 14. Right to RepurchasstPur+chass Interest. In the event that: 14.1. A rec;etver, conservator or public agency supervisor Is finally ra^ j d and Installed over either party by proper order of a tribunal having iW 'on thereover,or, 14.2. Either party files a petition In bankruptcy,makes a general asp' -nPnt for the benefit of Its creditors, is adudicated a bankrupt or admits its Ins_ ley; Then: the other,non-defaulting party shall have the right, at Its sole and excl. option. to purchase or repumhese the defaulting partys respective in`. in the Loan, as set forth-above In Article 2,at any time, upon written de and tender of taw appropriate purchase price. The purchase price :lull equal the then-outstanding balance of the defaulting partys rc va interest in the Loan, namely, Its Participant or Agent Interest, plus Its f soorued and unpaid Interest and other charges, and aoao citing for its s}.. f unroimbureed expenseWadvanees, through the date of actual U3:16Y9 HUM AIIORNIY'S OFFICI YIy F •-.,-isalrepurchase. Nothing hereunder shall be construed as creating or :ng any obligation to so purchase/repurchase such interest. 16. General Provisions. . + 15.1 U009 Notices required or permitted hereunder shall r mad prnparly glvan, served and dellvered If sent by facsimile or other -;ately confirmable electronle tranamissIM by personal delivery or by the t' States mail, certified or registered mail,postage and fees fully prepaid, �. . !urn receipt requested. Such notice shall be effective as of the date of the + fe- 'e transmission or receipt for personal delivery,or if mailed, then three (3) E ,s Days after the date of the U.S. Postal Service post-mark. My notice f mail shall be addressed to Agent or Participant at the respective address h in the signature block for that party, below. Any party may change its s by giving notice to the other party In the manner provided herein. + 15.2 MsianmenIg 8 Transfers. Except as otherwise provided neither party shall resign,tranefer or otherwisa dispose of its rights or i s under this Agreement, voluntarily or involuntarily,without the prior ;onsont of the other party which shalt not bo unreasonably limited, c: mad orwithheld. Subject to the provisions hereof,this Agreement shall E ing upon and inure to the benefit of the parties and their respectivo --Drs, transfaroos and assigns. 15.3 ggyemina Lew: Constructlon. This Agreement shall be ?d by and construed in accordance with To law of the State of Callfomia, preempted by federal law, including the applicable provisions of the F ial Institutions Reform, Recovery and Enforcement Act of 1989, Pub. L. 173, 103 Stat. 183 (effective August 9. 109). Whenever the context r 3, all words used In the singular shall be construed as used in the plural, versa, and each gender will Include any other gender. The captions of ;raphs of this Agreement are for convenience only and do not define or F v terms or provisions. The Invalidity or unenforceability of any one or .he provisions of this Agreement shall in no way affect any other -in, and the invalid or unerd'oreeable provision shall be covered herofrom 3 remaining provisions continued without the severed provision. 15.4 Couderoerts. This Agreement may be signed In r counterparts, each of which shall constituto an original Agroomont and ::h togothor shall constitute one and the sumo, single Agreement when :he parties has signed counterpart hereof. 15.5 Inc urritM cv RepresentOons. Each party hereby -!s and warrants unto tha other party,as follows: V 9:Zbr1Z HUM ATTORNEY'S OFFICE rZU 0 15.5.1 It is a separate,duty Incorporated entity In good 4'ng In the jurlediction(s)of its incorporation and where it carries on its Ass; 16.6.2 It has the authority and is duly authorised by its of diroatom of other goveming body to enter Into this Agrearr>ont; 15.5.3 The respective off k*qs)executing this Agreement halt of the parties each has the sutharity And capacity to execute this . rtent; 0 15.5.4 When to executed, tKs Agreement"I be fully -I upon each party accord Ing to the terms and conditions hereof; and 15.5.5 'mere is no materiel d3ability, infirmity or --neat In the ability and power of any of the parties or their respective fries to enter into this Agreement or to exewte its provisions. 15.6 leoreted Instrument. This Agreement oon6tutes the agreement of the parties with respect to the matters contained herein and edes all prior agreemanta,written or oral, between the parties with 0 nee to the subjoct matters of thls Agreement. No other agreements, oral or n, prior or contemporaneous, ewst between the partles as to such matters, as sot forth herein and the OPA. 15.7 Survival of ReDresentati2 . All representations, -ties, covenants and agreements of the parties herein or In the + nents and exhibits harato shall survive and comfta attarthe execution ,livery of this Agreement. 15.8 No Welverof Prig[ adyQg�lluit. Neither a waiver by �r►y of any right or Interest under this Agreement nor its consent to a * or breach by any other party shall imply or be deemed to be any waiver onsent to any other right, interest,bread or default,whether prior or juent, by such other party. 15.9 Milmtion of Disoutel The parties,agree that any between them under this AgnH ment shall be resolved and settled by t arbitration in Orange County, California, In 0000rdance with the arcial or other applicable Rules and RegulaF,ions of the American Ation Associetion thou in force. The des:ion of the arbitrator shall be final riding upon the parties, both u to law and fact, and shall not be °-ble to any court In any jurisdiction, except where the arbitrator has acted y or in excess of his Jurisdiction. Judgment to enforce the arbitrator's 1e �. '3:29M FXU9 ATTOBNIVS OFFICI rz1 may be entered In any Court having jurisdiction over the parties and the : maffer, as to which the parties expressly consent to personal Jurisdiction •ige County, California. Until the award and mcislon of the arbitration iave become final,the parUat'respective rights and obligations der shall continue In full force and effect, unless otherwise ordered, -d or abated In such arbitration, or other Judicial action which may be t to enforce such arbitration award. IN WITNESS WHEREOF, the parties have executed this Agreement, as r date first written above, In Orange County, California, regardless of the date or place of the signing hereof. _ oaf Aaent: , r!!R SERVICE THS REDEVELOPMENT AGENCY :iZ14TtON OF THE CITY OF 14UNTINCTON BEACH omia Corporation A Municipal Corporation grid Body Politic By: r,e:_anau u..,-m,r Name' Michael Uberuaca Title, UecWlyA Ulrector ATTEST. Agency Cleric Resolution Trust Corporation )ivislon(Attn: Asst. Gen. Counsel) Agency Counsel 'f✓Arthur Boulevard 2COO Main Street + ~ a$8ch. CA 92660 2616 Huntington Beach, CA 92648 501 Main St., Huntington Beach. CA Loan to 54, 1 Mgill lnc= m2 No: 714/852-7700 TVephone,No: 714153&5553 71418S2 7794 Feai lle No: 714F374-1590 19 �. i F • "1:16FM MH ATTORNEY'S 4FFICI !'Z1 N to Vedas ta,Legal Form 3_SubilgM egoing Agrooment is hereby approved as to legal form. content and , ice. 0 . 1 M Dated: 1004 .of f ' UTION TRUST CORPORATION AGENCY COUNSEL DIVISION rr agF 1f y ey; .DALL FLAG UNERT L HUTTON p•4-S�' Counsel —Agem Co"el -neys for Participant Momeye for Agent w. • VAO yr 20 cl, r. ' 113:26PI FRUla AIIORNAY�S BFFICI P21 no No Attachment"1'_ AGENTS CER11EIC&M This will certify that THE REDEVELOPMENT AGENCY OF THE CITY LAUNTINGTON BEACH,as Agent-Lender under that certain Rest-Estate ?articipation Agreement.dated 1994 ('Aoreernenr), .:Auired and now owns the following-described Aoent Interest In the real- : arty sewraed4oan rLoan`)to the Borrower reamed therein, namely NJ pursuant to the Agreement, for the conCdemtion rested below. Such pertys rights and interests in its Agent Interest, as evidenced by *' ',,artffit te, are subject to and shall be governed by the Agreement. Except ,_rwlse provided, all co;talized terns shall have the some definitions as in the Agreement if and as permitted, fimitod or Conditioned,the sale, ?r, hypothecation and other disposition of this Certificate and/or the Agent I evidenced hereby, are subject to the Agreement. Interest g1nal Loan ' III I Current Balance, Fenntade Qmideration 000.00 $779.000.00 66.0% $514.140.00 i 994 CHARTER SERVICE CORPORATION, a %fttly-craw d THE RESOLUTION TRUST CORPORATION,As Reoelver for CHARTER FEDERAL SAVINGS AND ++ LOAN ASSOCIATION By Name' v Title: 21 w 0:26FM F109 AITORNEY'S OFFICE YZS w 61�Sugydedgrrlent of Rggipt ^ A and rocoipt of a copy of this Agenfa Ce Wcate are hereby Wadood and confirmed. THE REDEVELOPMENT AGENCY OF 'w THE CITY OF HUNTINGTON BEACH By: Name: [sea]] Title: rr W 22 - 03:26YR FROM ATTORMY'S OFFICI Y13 fto PAFMQIPAT12H QERTIE3Q6X 0"is will cKy that CHARM 8ERVICE CORPORATION,a Callfornla corporation,by and rE RKSOLUTION TRUST CORPORATION,as Receiver for CHARTER FEDERAL -;ND LOAN A 330CWTION.and as P&Mdpant"ndar of the Loan descftd In that artaln 60 Z!Lan Pardldpatlon,Agroerrlent.dated , . 1994 CAgrewnerin,holds aw •.,lowlrp-deWbed participant InUraat In the reatimperty>smred-loan(`Goan]to the .;amed therwIa namaly,jQ1 MAIN] Q..pursuant to Me AOreemenL forVw consksom!on - aw. :rh party',rights and Inten ate 1n Its Particpant Interosr as evidenced by Ilia Cartlticate.are .id Mail be drw-med by the Agreement. Empt as otheMse pmvldod,all capitalized terms wr the same detlnitIons as used In the Agreement. If and as pormtttea.Ilmlted or conbthoned. inefor,ttypO hoution and otlrsrd1sposat1ort ofthk Cart Bate arWarthe Par04arn Inforoet nearby,are sublets to the AgreemenL PartICIDant idtMst ;p1 pripdta1 Current Balsam e4oM20japt Consideration rd 4.000.00 $770.000.00 34.0% tm,8e0,00 - .1994 THE REDEVELOPMENT AGENCY OF w THE CITY OF HUNTINGTON BEACH sr: Name: �+ (seal} Title: -opt of a copy of this Podkipant C dfflca%Is hereby aduto++Wged and wnfirmed. rr+ .104 CHARTER SERVICE CORPORATION, a VwUv-cm d v*zJ di=y of THE RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAYINGS AND LOAN ASSOCIATION By. Nam 4w Title, 23 19 RECEIVED ASS1GNh'IEN7 AND TRANSFER OF INTERESTS CITY CLERK CITY OF PURSUANT TO HUNTIhcTr,H BEACH.cAilrUEAL-ESTATE LOAN PARTICIPATION AGREEMENT JUL 19 1429 FM '95 TIIIS ASSIGNMENT AND TRANSFER OF INTERESTS ("this Assignment") is made this 28th day of October, 1994, by and between CHARTER SERVICE CORPORA- TION, a California corporation ("Charter"), a wholly-owned subsidiary of THE RESOLUTION i TRUST CORPORATION, a United States corporation, Receiver for CHARTER FEDERAL SAVINGS AND LOAN ASSOCIATION ("RTC" or "RTC/Charter"), as assignor/transferor and through its capacity as Participant-lender (collectively, "Assignor"); unto and in favor of THE REDEVELOPMENT AGENCY OF TIIE CITY OF IIUNTINGTON BEACH ("RDA"), a municipal corporation and/or body politic, as assign:e/transferee and to be held in its capacity as Agent-lender (collectively, "Assignee"); with respect to the following facts: Recitals. A. Assignor and Assignee have or shall have entered into that certain Real-Estate Loan Participation Agreement, dated October , 1994("LPA"),under which the RDA and Charter will participate jointly in Charter's seller-financing loan ("Loan") to the buyer/borrower ("Buy- er/Borrower") of that certain real-property commonly known as the "Town Square Retail Project", located at 501 Main Street, Huntington Beach, CA 92648 ("Property"). B. The terms and conditions of the LPA provide, inter alla,that Assignor,as the participant- lender thereunder, shall transfer and assign its rights in the Loan Documents (as defined in the LPA) unto Assignee, as the agent-lender thereunder, pursuant and subject to the provisions of the LPA, including without limitation Sections 3.1.1, 5.1 and 3.1 thereof. C. In order to carry out the LPA provisions applicable to such transfer/assignment, the parties desire to set forth the precise instruments and other documents covered under the subject transaction and to specify the appropriate provisions governing the same. The capitalized terms which are utilized herein shall have the same meanings and definitions as stated in the LPA. } Assignments. FOR VALUABLE CONSIDERATION, the adequacy and receipt of which are hereby acknowledged, including the extant and/or concurrent execution and delivery of the LPA between the parties, the undersigned Assignor hereby assigns and transfers its rights and interests in and to the following instruments, agreements and documents, unto Assignee, subject and pursuant to the provisions of thtLPA.inclu&r without uithout limitation Parperaph I a of.the R ital and Article2 { her f: All "Loan Documents" (as defined in the LPA) arising out of RTC/Charter's Loan to the Buyer, being generated as a result of the Buyer's P&S Transaction in which the Property is being acquired, including without limitation the following: M-CLuter&RDA--LPA.AatgmatR'rmfr Pap I Iftfet Der:OdoWr 10.M41 1. Seller-Financing Addendum to Purchase and Sale Agreement; 2. RTC Note and Rider to Note; 3. RTC Deed of Trust, Assignment of Rents and Security Agreement, and Rider to Deed of Trust; 4. RTC Assignment of Leases, Rents and Profits, and Rider to Assignment; 5. UCC-1 Financing Statement; 6. ALTA Loan Policy of Title Insurance, together with all indorsements, supplements and/or amendments thereto, and issued by Commonwealth Land Title Insurance Company; 7. Written opinion of Borrower's legal counsel [as applicable]; 8. RTC Capital Improvement Escrow Agreement and Irrevocable Letter of Credit therefor; 9. Environmental Indemnity. Dated: October_21L, 1994 ' Assign or/Participant: CHARTER SERVICE CORPORATION A California Corporation By: Name: Title: vC J'• Acknowledement And Acceptangg: This Assignment and Transfer of Interests Pursuant to Real Estate Loan Participation Agreement is hereby agreed to and accepted as of the date set forth above. Assignee/Agent: APPROVED AS TO FORM: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH A Muricipal Corporation and Body Politic ,,--Agency Attorney By:l�l MICHAEL UBERUAGA r Executive Director R=-C'bu &RDA—LPAAncnmtrrmdr Page 2 (Pr6t Dev.0, A r 19.M) 1 1 1 1 1 1 1 � � 1 1 t RESOLUTION TRUST CORPORATION '� = ► ��• �- CAPITAL IMPROVEMENT ESCROW AGREEMENT I This CAPITAL IMPROVEMfEN'T ESCROW AGREEMENT (*AP-regiment") is trade this 28 day 2 of, _Octobsr , 1994 by and between 501 MAIN._TNC., a California Corporation 3 and . 4 � HARTER SIERVICE CQRPORATION. a California Corporation ("Jnder"). } 5 RECITALS: 6 A. This Agreement is being executed in connection with Lender's making a mortgage loan 7 to Borrower in the original principal amount of$ 779.000.00 ("Loan"). 8 The proceeds of the Loan will be used for the acquisition of a property known as 9 501 Main Street, Huntington Beach. California and located in n njy- CalifQrnia 10 ("fir y"), and more particularly described in Exhibit A attached hereto 11 and incorporated herein by reference. 12 B. The Loan is evidenced by a Note ("fig") dated O ober f29 , 199 made by 13 Borrower and is secured by, among other things, a Deed of Trust instrument 14 (' ir' n r m n "), dated of even date with the 12e2d of Trust, granting a first lien on the 15 Property (the Note, Security Instrument, and all other documents evidencing, governing 16 or securing the Loan, including this Agreement, are collectively referred to as the " an I7 m n '). 18 C. Lender requires as a condition to the making of the Loan that Borrower deposit in 19 escrow with Lender the Escrow Deposit (as defined below) to be used to make certain 20 Improvements (as defined below) to the Property, all as provided in this Agreement. 21 AGREF2`iEN-f 22 NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained in } 23 this Agreement, the receipt and sufficiency of which are acknowledged, Borrower and Lender 24 agree as follows: 25 1. DeMits-jo ght Capitallmprovernent_Fscrow. 26 (a) Borrower agrees to deposit in escrow with Lender or its designee 27 the amount of—Twg Hgndrodn nd NoIIQQ D ll 28 _ 1S20,¢30.00 ) ("Escrow Depglii") 29 upon execution of this Agreement. 30 (b) Lender shall deposit d:e Escrow Deposit in an interest bearing 31 escrow account with a depository institution ("Densitgry 32 n i i ") (commercial bank, mutual savings bank, savings & 33 loan association or credit union), the deposits of which are 34 insured by a Federal agency ("Escrow n "). The Escrow 35 Deposit, and all other funds from time to time in the Escrow r 36 if `� are collectively ca'.led ' w r n ." +n .rnl nil,ly1J}4 Capital improvement FsdrWiAgreement November 1992 01%1 31d a3,tii3�7� Page 1 37 (c) The Depository Instituticn shall have a Sheshunoff rating of 50 38 or better. 39 (d) Lender shall not be responsible for any losses resulting from the 40 investment of Escrow Funds or for obtaining any specific level or 41 percentage of earnings on such investment. 42 (e) Any investment earnings on the Escrow Funds shall be added to 43 and become part of the Escrow Funds. 44 (f) In Lender's sole and absolute discretion, Lender may allow the I 45 escrow for capital improvements to be funded in whole or in part 46 by an 'irrevocable letter of credit for the benefit of Lender to be 47 held by Lender, in lieu of cash; provided that such letter of credit 48 be from a financial institution acceptable to Lender and in the 49 form attached as ExhibitIn such case, the letter of credit shall 50 be considered part or all, as the case may be, of the Escrow ' 51 Deposit. If the Escrow Deposit consists of a letter of credit, 52 Borrower covenants and agrees to renew or replace said letter of 53 credit (with a letter of credit from a financial institution 54 acceptable to Lender) and to deliver said renewal or replacement 55 letter of credit to Lender no later than thirty (30) days prior to 56 the expiration of any such letter of credit held by Lender as the 57 Escrow Deposit. If Borrower fails to do so, Lender shall have the 58 right, in addition to any other rights and remedies provided in 59 this Agreement. to draw on the letter of credit and deposit such 60 cash funds into an Escrow Account as described above. 1 61 2. Use or the Escrow Funds. Except as otherwise provided in this Agreement, the 62 Escrow Funds shall be used only to pay the costs of those capital improvements 63 to the Property listed in Exhibit B to this agreement (collectively, 64 " m rvmn '). t 65 3. Agreement to Complete Improvements. Borrower agrees to commence the 66 Improvements immediately (or as soon thereafter as weather reasonably shall 67 permit), to diligently pursue the Improvements to completion, and to complete 68 the Improvements no later than the date that is =19 months after the 69 closing date of the Loan ('F_scrow Period). Borrower further agrees that all 70 Improvements shall be made in a good and workmanlike manner and shall be ' 71 completed free and clear of any mechanic's or materialman's liens and 72 encumbrances. Borrower agrees to pay all costs necessary for completion of the 73 Improvements without regard to the sufficiency of the Escrow Funds. 74 4. Release QUEsam-Funds. 75 4.1 Reg esu t for Release. 76 (a) To the extent the Escrow Funds consist of cash, Lender shall, 77 upon written request from Borrower, and satisfaction of the 78 requirements set forth in this Section 4 and in Section 5 of this Capital Improvement Escrow Agreement November 1992 Page 2 79 Agreement, release to Borrower amounts from the Escrow 80 Account necessary to reimburse Borrower for approved costs of 81 Improvements upon completion or upon partial completion in 82 accordance with SMIen 4.1fe) below. In no event shall Lender 83 be obligated to release Escrow Funds if a default exists under any 84 of the Loan Documents or if an act, event or condition shall have 85 occurred and then be existing that with notice and/or the lapse of 96 time would constitute a default under any of the Loan 87 Documents, or until Borrower has paid in full any fees, casts and 88 expenses rhea due and payable under this Agreement. 89 (b) Each request for release from the Escrow Account shall list (i) the 90 specific Improvement(s) for which the release is requested, (ii) the 91 quantity and price of each item purchased, if such 92 Improvement(s) includes the purchase or replacement of specific 93 items (such as appliances), (iii)the price of all materials (grouped 94 by type or category) used in such Improvement(s) other than the 95 purchase or replacement of specific items, and (iv) the cost of all 96 labor or other services involved in the Improvements) for which 97 such request for release is made. Borrower shall certify in 98 writing that the portion of the Improvements covered by the 99 requisition has been completed in a good and workmanlike f 100 manner and in accordance with any plans and specifications 101 previously approved by Lender. With each request, Borrower also 102 shall provide Lender with copies of invoices, previously paid by 103 Borrower, for all items or materials purchased and/or all labor or 104 services purchased and/or provided with respect to such request t 105 for release from the Escrow Account. 106 (c) Unless Lender has agreed to issue joint check(s) in connection 107 with a particular Improvement, Borrower shall pay all invoices in 108 connection with the Improvement(s) with respect to which a 109 release is rode prior to submitting a request for release from the 110 Escrow Account. Lender, at its option, may issue joint checks, III payable to Borrower and the supplier, materialman, mechanic, 112 subcontractor or other party to whom payment is due in 113 connection with an Improvement. 114 (d) Except as provided in $M Qn 4.l fe), each request for 115 reimbursement from the Escrow Account may be made only after 116 completion of the Improvement(s) for which reimbursement is 117 requested. Borrower shall provide Lender evidence, satisfactory 118 to Lender in its reasonable judgment, of completion. In 119 connection with any Improvements) involving construction or . 120 any structural repair or improvement, Lender may require 121 Borrower to provide one or more inspections and/or certificates 122 of completion by an appropriate independent, qualified 123 professional (such as an architect, engineer, or inspector, 124 depending on the nature of the Improvement(s)) selected by 125 Lender. Capital Improvement Escrow Agreement November 1992 Page 3 126 (e) If(i) the cost of an Improvement exceeds SIO-O00:04 r" .,.:.�<N, '�" 127v a contractor or contractors performing 128 such Improvement under a ATitten contract require(s) periodic 129 payments, and (iii) Lender has approved in writing in advance 130 such periodic payments, a request for reimbursement from the 131 Escrow Account may be made after completion of a portion of the 132 work under such eontract(s), but only if the materials for which 133 the request for reimbursement has been made are on site at the 134 project and are properly secured, or have been installed in the 135 Property and funds remaining in the Escrow Account and 136 designated for such Improvement are, in Lender's judgment, 137 sufficient to complete that Improvement. 138 (f) Borrower shall not make a request for release from the Escrow 139 Account more frequently than once in any month and the total 140 cost of all Improvements in any request shall not be less than 141 - MM77 -= 142 4.2 Final Rglease of E3ffQw Funds. Provided (ii) Borrower completes all of 143 the Improvements to the satisfaction of Lender on or before the 144 expiration of the Escrow Period, (ii) there is no default under this 145 Agreement or the other Loan Documents that has not been cured to 146 Lender's satisfaction, (iii) Lender has received evidence required by 147 Section 5.3 below that there are no mechanic's or materiaimen's liens that 148 would take priority over the lien of the Security Instrument, and (iv) 149 Lender has received any appropriate cost, architectural and completion 150 certifications required by Lender, Lender shall, to the extent the Escrow 151 Funds consist of cash, apply any remaining Escrow Funds to the 152 indebtedness evidenced by the Note, and, to the extent Escrow Funds 153 consist of a letter of credit, Lender shall draw upon the letter of credit 154 and apply the proyeeds to the indebtedness aforesaid. 155 5. Eerformancem v m nt . 156 5.1 Workmanlike Completion. 157 (a) Lender shall have the right to approve all contracts or work 158 orders with materialmen, mechanics, suppliers, subcontractors, 159 contractors or other parties providing labor or materials in 160 connection with Improvements. Upon bender's request, Borrower 161 shall conditionally assign any contract or subcontract to Lender. 162 (b) In the event Lender determines that any Improvement has not 163 been begun as agreed in Section 3 above, is not being performed 164 in a workmanlike or timely manner, or has not been completed in 165 a workmanlike manner within the Escrow Period, Lender shall 166 have the option to proceed under existing contracts or to contract 167 with third parties to complete such Improvement in a 168 timely manner or to modify such Improvement so as to render 169 same completed in a workmanlike manner and to apply the 170 Escrow Funds, to the extent they consist of cash, toward the labor Capital Improvement Escrow Agreement November 1992 Page 4 255 costs for each such inspection. In connection with any 256 Improvement involving construction or any structural repair or 257 improvement, Lender may require an inspection and/or 253 certificate of completion by an appropriate, independent and 259 qualified professional (such as an architect, engineer, or 260 inspector, depending on the nature of the Improvement) selected 261 by Lender. Borrower shall pay all fees and expenses charged by 262 such engineer, architect, inspector or other person inspecting the 263 Property, and all other fees, costs and expenses relating to such 264 inspections. ' 265 5.3Lien-Fr Completion. 266 (a) Borrower covenants and agrees that each of the Improvements 267 and all materials, equipment, fixtures, or any other item 268 comprising a pan of any Improvement shall be constructed, 269 installed or completed, as applicable, free and clear of any 270 mechanics', materialman's or other liens except as previously 271 approved in writing by Lender. 272 (b) Prior to each release from the Escrow Account, Borrower shall 273 provide to Lender an endorsement to the tide insurance policy 274 insuring Lender's interest in the Property that updates the 275 effective date of the policy to within five (5) days of the date of 276 the advance of Escrow Funds and shows that no mechanics' or 277 materialmen's liens or other liens that have not been bonded off 278 to Lender's satisfaction have intervened since the date of 279 recordation of the Security Instrument and that title to the 280 Property is free and clear of all liens (other than the lien of the 291 Security Instrument or any other liens previously approved in 282 writing by Lender, if any). 283 (c) Lender may require Borrower to obtain from any contractor, } 284 subcontractor, or materialman an acknowledgment of payment 285 and release of lien down to the date covered by the last advance 286 of Escrow Funds. Any such acknowledgment and release shall 287 conform to the requirements of local lien law and shall cover all 289 work performed and materials (including equipment and fixtures) 289 furnished for the Property except for any hold back amounts. 290 Lender may also require Borrower to file this Agreement or any 291 other agreement or contract under which Improvements are to be 292 completed in the public records of the jurisdiction in which the 293 Property is located if the effect of such filing will be to relieve 294 the Property from mechanics' and materialmen's liens in 295 connection with any such Improvements. 296 5.4 Qmnlia a withaws andl—nsuranc uiremmgnts. 297 (a) All Improvements shall comply with all applicable laws, 298 ordinances, rules and regulations of all governmental authorities Capital Improvement Escrow Agreement November 1992 Page 7 299 having jurisdiction over the Property and applicable insurance 300 requirements, including, without limitation, applicable building 301 codes, special use permits, environmental regulations, and 302 requirements of insurance underwriters. 303 (b) Borrower represents and warrants that, to the best of its 304 knowledge, no permits or approvals from any agency or authority, 305 other than those previously obtained and famished to Lender, are 306 necessary for the commencement and completion of the 307 Improvements. Borrower shall pay all applicable fees and charges 308 of such agencies or authorities. 309 (c) In addition to any insurance required under the Loan Documents, 310 Borrower shall provide or cause to be provided workmen's 311 compensation insurance, builder's risk, and public liability 312 insurance and other insurance required by applicable law in 313 connection with any of the Improvements. All such policies shall ' 314 be issued by companies approved by Lender and shall be in form 315 and amount satisfactory to Lender. All such policies which can 316 be endorsed with standard mortgagee clauses making loss payable 317 to Lender or its assigns shall be so endorsed. The originals of 318 such policies shall be delivered to Lender. 319 6. Loan Pmmots. 320 6.1 Default Under This A�dreement. If Borrower (a) at any time prior to the 321 completion of the Improvements abandons or ceases work on the 322 Improvements for a period of more than twenty (20) days, unless such 323 cessation results from causes beyond the control of Borrower and 324 Borrower is diligently pursuing the reinstitution of work, (b) fails to 325 complete the Improvements in a good and workmanlike or timely manner 326 within the Escrow Period, (c) allows a mechanics' or materialman's lien 327 to be filed against the Property (unless such mechanics' or materialman's } 328 lien is bonded off to the satisfaction of Lender), (d) otherwise fails to 329 comply with the terms of this Agreement and the Security Instrument 330 within ten (10) days of Lender's notice of such non-performance or non- 331 compliance (except for Borrower's obligation to renew a letter of credit 332 that is part of the Escrow Deposit as required under Section 1(f) for 333 which no notice or cure period shalt be permitted), or (e) otherwise ' 334 defaults under any of the Loan Documents, any such failure shall be a 335 default under this Agreement, and Lender, at its option, may hold and 336 apply any cash Escrow Funds as provided in Section 6.2 of this 337 Agreement and may draw on any letter of credit that is part of the 338 Escrow Funds and deposit the proceeds thereof into the Escrow Account. 339 6.2 Default Under the Loan Documents. 340 (a) The cash funds held in the Escrow Account are pledged as 341 additional security for the indebtedness evidenced by the Note Capital Improvement Escrow Agreement November 1992 Page 8 t 342 and secured by the Security Instrument. If Borrower defaults on 343 any payment due under the Note or under any covenant in the 344 Security Instrument, or under any term or provision of this 345 Agreement or of any other Loan Document, then Lender, in its 346 sole and absolute discretion, may draw on any letter of credit that 347 is part of the Escrow Funds and deposit the proceeds thereof into 348 the Escrow Account and apply in any order it deems advisable (j) 349 the funds in the Escrow Account or any portion of such funds to 350 payment of the indebtedness evidenced by the Note or any unpaid 351 fees, costs or expenses that Borrower is required to pay under this 352 Agreement or any of the other Loan Documents, provided, 1 353 however, that such application of funds shall not cure or be 354 deemed to cure any default; (ii) the funds in the Escrow Account 355 to reimburse Lender for any losses or expenses (including. without 356 limitation, legal fees) suffered or incurred by Lender as a result 357 of such default; (iii) the funds in the Escrow Account to make or 358 complete the Improvements as provided in Section 5; or (iv) the ' 359 funds in the Escrow Account in connection with exercising all 360 rights and remedies available to Lender at law or in equity or 361 under this Agreement or any of the other Loan Documents. 362 (b) Nothing in this Agreement shall obligate Lender to apply all or 363 any portion of the Escrow Funds on account of any default by 364 Borrower or to repayment of the indebtedness evidenced by the 365 Note. 366 6.3 Bowen OthmDbl ga#dQns. Nothing contained in this Agreement shall 367 in any manner whatsoever alter, impair or affect the obligations of 0 368 Borrower, or relieve Borrower of any of its obligations to make payments 369 and perform all of its other obligations required under the Loan 370 Documents. 371 7. RgmdiM Cumulative. None of the rights and remedies conferred upon or 1 372 reserved to Lender under this Agreement are intended to be exclusive of any 373 other rights, and each and every right shall be cumulative and concurrent, 374 and maybe enforced separately, successively or together. and may be exercised 375 from time to time as often as may be deemed necessary by Lender. 376 8. Additional Documents. Upon completion of all or any portion of the 377 Improvements and upon Lender's request, Borrower shall execute and deliver to 379 Lender a security agreement and financing statement or similar instrument(s), 379 in form substantially like those executed in connection with Lender's malting the 380 Loan to Borrower, necessary or desirable to perfect Lender's lien upon any 381 property for which Escrow Funds were expended. ' 382 9. IRdemni rice tion. Borrower agrees to indemnify, defend and hold harmless 383 Lender from and against any and all actions, suits, claims, demands. liabilities, 384 losses, damages, obligations and costs or expenses, including, but not limited to. 385 litigation costs and reasonable attorneys' fees, arising from or in any way 386 connected with the performance of the Improvements or the investment of the t Capital Improvement Escrow Agreement November 1992 Page 9 387 Escrow Funds. Borrower assigns to Lender all rights and claims Borrower may 389 have against all persons or entities supplying labor or materials in connection 389 with Improvements; provided, however, that Lender may not pursue any such 390 right or claim unless Borrower is in default under this Agreement or the Loan 391 Documents. 392 10. J3dert tinations by Lender. In any instance where the consent or approval of 393 Lender may be given or is required, or where any determination,judgment or 394 decision is to be rendered by Lender under this Agreement, the granting, 395 withholding or denial of such consent or approval and the rendering of such 396 determination,judgment or decision shall be made or exercised by Lender at its 397 sole and exclusive option and in its sole and absolute discretion. 398 11. Rorrower's Records. Borrower shall furnish such financial statements. invoices, 399 records, papers and documtttts relating to the Property as Lender may 400 reasonably require from time to time to make the determinations permitted or 401 required to be made by Lender under this Agreement. 402 12. Pees and Costs. 403 (a) Borrower shall pay Lender a monthly fee of 91 404 for its services in administering the Escrow Account. Lender shall bill + 405 Borrower directly for each monthly fee. 406 (b) All reasonable costs and expenses incurred by Lender in 407 connection with collecting, holding and disbursing the Escrow 408 Funds pursuant to this Agreement shall be paid by Borrower. All 409 reasonable fees, charges, costs and expenses incurred by Lender 410 in connection with inspections made by Lender or Lender's 411 representatives in carrying out Lender's responsibility to make 412 certain determinations under this Agreement shall be paid by 413 Borrower. 414 13. Successors,and Assigns Bound. This Agreement shall be binding upon Borrower 415 and Lender and their respective successors and assigns, and shall inure to the 416 benefit of and may be enforced by the Lender and its successors, transferees and 417 assigns. Borrower shall not assign any of its rights and obligations under this 418 Agreement without the prior written consent of Lender, which consent Lender 419 may reasonably withhold. 420 14. No Third Partl Renericl&rj. 71is Agreement is intended solely for the benefit 421 of Borrower and Lender and their respective successors and assigns, and no third 422 party shall have any rights or interest in any provision of this Agreement or the 423 other Loan Documents. Nothing contained in this Agreement shall be deemed or 424 construed to create an obligation on the part of Lender, or which confers upon 425 any third party a right to enforce against Lender, any right that Borrower may 426 have under this Agreement. 427 1S. Amendrngnt gnd Waiver. No amendment to this Agreement will be valid unless 3 428 it is made in writing and executed by the parties to this Agreement. No specific Capital Improvement Escrow Agreement November 1992 t Page 10 429 waiver or forbearance for any breach of any of the terms of this Agreement 430 shall be considered as a general waiver of that or any other term of this 431 Agreement. 432 16. Completion of Improvements. Lender's release of Escrow Funds ar other 433 acknowledgment of completion of any Improvement in a manner satisfactory to 433 Lender shall not be deemed an a:.knowledgrnent that the Improvement has been 435 completed in accordance with applicable building, zoning or other codes, 436 ordinances, statutes, laws, regulations or requirements of any governmental 437 agency. i 438 17. No Agency or Partnershin. Nothing contained in this Agreement shall constitute 439 Lender as a joint venturer, partner or agent of Borrower, or render Lender liable 440 for any debts, obligations, acts, omissions, representations or contracts of 441 Borrower. 442 18. Asslimption of n o f f n w . 443 (a) If the Property is transferred and the obligations of Borrower 444 under the Loan Documents are assumed by the transferee of the 445 Property, that transferee shall be required to assume Borrower's 446 duties and obligations under this Agreement and shall be required 447 to execute and deliver to Lender such documents as Lender 448 requires to effectuate such assumption of duties and obligations. 449 (b) I£interest(s) in Borrower are transferred so that Lender's consent 450 is required under the Security Instrument, the purchaser(s) of 451 such interest(s) shall be required to execute and deliver to Lender = 452 such documents as Lender requires to effectuate Borrower's 453 continued obligations under this Agreement. 454 Notwithstanding the foregoing provisions of this Sgc i �, nothing herein shall 455 be deemed to permit (i) Borrower to transfer all or any part of its interest in the 456 Property or (ii) interests in the Borrower to be transferred, except in compliance 457 with the Security Instrument. 458 19. Termination of Capital _Improvement _Escrow. Upon (a) payment in full of all 459 sums evidenced or secured by the Loan Documents and release by Lender, and 460 (b) payment in full for all Improvements completed or contracted to be 461 performed prior to the date of the payment described in (a), Lender shall release 462 to Borrower the remaining amount of cash Escrow Funds, if any, in the Escrow 463 Account and return to Borrower any letter of credit that is part of the Escrow 464 Funds. 465 20. Entire Agreement. This Agreement contains the complete and entire 466 understanding of the parties and no changes shall be recognized as valid unless 467 they are made in writing and signed by the parties. No specific waiver of any 468 of the terms of this Agreement shall be considered as a general waiver of that 469 or any other term of this Agreement. If any provision of this Agreement is in 470 conflict with any provision of the Security Instrument regarding the Escrow i Capital Improvement Escrow Agreement November 1992 Page II 471 Account, the provision contained in this Agreement shall control. 472 21. Notre. All notices, waivers, demands, requests or other communications 473 required or permitted by this Agreement (collectively, "Notices'), to be effective, 474 shall be in writing, and given by (a) personal delivery, (b) established overnight 475 commercial courier with delivery charges prepaid or duly changed, or (c) 476 registered or certified mail, return receipt requested, first class postage prepaid. 477 if to Lender, to: Mr C>jARLES J. SIPPLE 478 Title: 479 [For: Resolution Trust Corporation] ti 480 clo Midland Loan Services 481 2 IQ WeSIM 5Lr:Z41912) Kgnsu City. Missstpri 64141:615E 482 with a copy to: California Sales Center Ms. Kendall Flagg-Kunert. Esa. ` 483 Senior Attorney 484 California Office, Legal Division 495 Resolution Trust Corporation 486 OW MacArthur Boulevard 487 Newport Beach, California 9265"210 489 If to Borrower, to: 489 '5OLM3in`1nC, 490 100 Wilshire Boulevard. Suite 1230 ,Santa Monica. California 90401 491 Attn: Mr.,Shaoul J. Levy, Secretary 492 with a copy to: 493 firLeonard Feldman 494 0 495 Il t= LOS 496 or to any other address or addressee as any parry entitled to receive Notices 497 under this Agreement shall designate, from time to time, by Notice given to the 498 others in the manner provided in this Section. 499 Notices thus given by personal delivery shall be deemed to have been received 500 upon tender to the applicable natural person named above. Notices thus given 501 by overnight courier shall be deemed to have been received the next business day 502 after delivery to such overnight commercial courier. Notices thus given by mail 503 shall be deemed to have been received on the second (2nd) day after deposit into 504 the United States Postal System. All copies to the applicable person(s) or 505 entity(ies) designated above to receive copies shall be given in the same manner 506 as the original Notice and such giving shall be a prerequisite to the effectiveness 507 of any Notice. 3 Capital Improvement Escrow Agreement November 1992 Page 12 E 508 22. Severabilil . The invalidity, illegality, or unenforceability of any provision of 509 this Agreement pursuant to judicial decree shall not affect the validity or 510 enforceability of any other provision of this Agreement, all of which shall 511 remain in full force and effect. 512 23. r&rerning Law. All questions with respect to the construction of this 513 Agreement and the rights and liabilities of the parties under this Agreement 514 shall be determined in accordance with the laws of the jurisdiction in which the 515 Property is located, without regard to the application of choice of law principles, 516 except to the extent that such laws are superseded by federal law. Z S17 IN WTrNFSS Ni'IIEREOF, the undersigned have executed this Agreement on the date and year 518 first written above. 519 tii'IT 7 SSlATTEST: BORROWER: 520 yizt =� 501 LIAIN, TN!C, A California Corporation By: , e � LEO ARD FELDMAN President a By: SHAOUL LEVY V ice-PresidentlS ecretary 1 LENDER: 521 / ASQCAOwmt6,eO4 TTbXe'fis 522 EINTlf for C TER -VZN 523 AllA-Arpa�a e 524 CHARIER SERVICE CORPORATION 525 A California Corporation 526 By: Capital Improvement Escrow Agreement November 1992 Page 13 527 Exhibit 528 LEGAL DESCRIPTION OF PROPERTY [Set Forth Legal Description, Below-, Or Attach, FollovOng] 1 s 1 Capital Improvement Escrow Agreement November 1992 } Page I4 Legal De prjMt on PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a rap recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. T s 529 Exhibit B 530 [to the Capital Improvement Escrow Agreement) SCITEDULE OF IN PROMIEN"rS & ESTIMATED COSTS 531 [Attach as Exhibit B a list of Improvements and estimated costs of Improvements] 532 Improvement Estimated COSt (1) AIR CONDITIONING $ 30,000.00 (2) CARPETING/TILE ETC. 20,000.00 (3) DRYWALLS MATERIAL AND LABOR 30,000.00 (4) PAINT $ 15,000.00 (.5) PLUMBING 15,000.00 (6) GENERAL CONTRACTOR S 15,000.00 (T) ELECTRICAL MATERIAL 30,000.00 (8) ELECTRICAL LABOR 10,000.00 (9) TENANT FINISHES $ 15,000.00 (10) CONTINGENCY $ 20,000.00 1 T 0 T A L 200,000.00 WE HAVE APPROXIMATELY 5,500 SQ. FOOT AVAILABLE. THIS WOULD GIVE OS 36.36 PER FOOT WHICH I PREFER TO GIVE AS CREDIT AND LET THE TENANT DO CAPITAL DIPROVE =. 3 t Capital Improvement Escrow Agreement November 1992 Page 15 533 Exhibit f, 534 IRREVOCABLE LETTER OF CREDIT 535 (See, Form of Irrevocable Letter of Credit, Attached Hereto and Following.) 1 i 7 p Capital Improvement Escrow Agreement November 1992 Page 16 Resolution Trust Corporation IRREVOCABLE LETTER OF CREDIT NO. October _ _ , 1994 CHARTER SERVICES CORPORATION, a California Corporation, A Wholly-Owned Subsidiary of the RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK 4000 MacArthur Boulevard Newport Beach, California 92660 Attn: yjce-pres'dent. Cajifor_ .a Office Dear Sir or Madam: For the account and benefit of CHARTER SERVICES CORPORATION, a Califor- nia Corporation, a wholly-owned Subsidiary of the RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS $ANC (the "Beneficiary") , the undersigned institution (the "Issuer") hereby opens in your favor the: Issuer's Irrevocable Letter of Credit No. ("Letter of Credit") for an amount not exceeding` a total of Two Hundred Thousand-And No too ollara zoo 00Q.09 , effective immediately and expiring on ARrii t 1995. Funds under this Credit are available to Beneficiary against one or more sight drafts on the Issuer completed by Beneficiary or by Beneficiary's loan servicer, Midland_ Loan services, of Kansas City, Missouri, on Beneficiary's behalf, completed in substantially the form attached hereto and marked as Exhibit i (and incorporated fully herein by this reference) , for all or any part of this Credit. This Credit is irrevocable, unconditional and transferable. This Credit may be transferred, without charge, one or more times upon receipt of the Beneficiaries written instructions submitted in substantially the form attached hereto and marked as Exhibit 7 (and incorporated fully herein by this reference) . The Issuer shall promptly honor all drafts drawn in compliance with the }terms of this Credit if received on or before the expiration date at: [address "of��Issuer i' .. ...... ......... --... -.--..... . ...-..-............ -......................._....._ ........._]�:��� Drafts presented at the Issuer's office at the address set forth above no later than 10: 00 a.m. shall be honored on the date of presentation, by payment in accordance with the Beneficiary's payment instructions that accompany each such draft. If requested by the Beneficiary, payment under this Credit may be made by wire transfer of immediately California Standard Form Letter of Credit Prepared July 9, 1993 1 e available funds to the Beneficiary's account as specified in the draft (whether executed by the Beneficiary, or by Midlar&IganjEeryiggs) or by deposit of same day funds in the Beneficiary's designated account. This Credit shall be governed by and subject to the Uniform Customs and Practice for Documentary Credits (1983 revision) , International Chamber of Commerce Publication No. 400 ("UCP") , and to the extent not inconsis- tent with the UCP, laws of the State of California. Sincerely yours, 3 "The issuer" [Name of Entity] [Signed By] [Name] [Title] ` Date: October , 1994 1 f California Standard Form Letter of Credit Prepared July 9, 2993 2 3 VRRIBIT I TO IRREVOCABLE LETTER OF CREDIT NO. SIGHT DRM (Name of Issuer] [Address] r Attention: Date: , 199 Pay on demand to: CHARTER SERVICES CORPORATION, a California corpora- tion, a wholly-owned Subsidiary of the RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, to be delivered at the following address: c/o Midland Loan Services 210 West loth Street P.O. Box 419158 Kansas City, MO 64141-6158 Attention: Charles Sipple of the sum of ''` -A.::.-r'<:,4'.s-'1C-.r- -,v. .\-4- �'P"•ti-}- _.x+..... J a+., y..-::s '• -s\-- '.'. U..+,, 7. •.t.e +00+''Y°JRAa'StC } This"draft'is your Irrevocable' Letter of 'Credit No' tr°><x v-. in favor of and for the benefit of the Beneficiary....(.or....its.....as.sJ.gnee/transferee) who is named therein. This Draft shall be payable immediately on sight. Sincerely yours, "Beneficiary" t By: Name: Title: • for: MIDLAND LOAN SERVICES Loan-Servicing Agent for Charter Service Corporation California Standard Form Letter of Credit Prepared July 9, 1993 3 92MIBIT 2 TO IRREVOCABLE LETTER OF CREDIT 110. SAMPLE ]EORM FOR JRMSFF JR OF JETrER QE CREDIT [Name of issuer] (Address] Attention: 199 Dear Sir or Madam: We hereby transfer to FM7r��777"77­ 77 "7 (Name of Assignee) whose address is set 0 f . ort e ow, all -riqhts_-to­L6tter of credit No. Y11 being held at your Bank, subject to the terms of such 'Credit. ' Enclosed is the original Letter of Credit which should be returned to us with the endorsement of this transfer thereon. Very truly yours, "The Beneficiary" By: Name: Title: For: CHARTER SERVICE CORPORATION Accepted and Agreed: Dated: Assignee/Transferee of Beneficiary By: Name: Title: For: Address: California Standard Form Letter of Credit Prepared July 9, 1993 4 c.22 -i•+!J*+-�'7!-"'r}r.- _--r-"�!r's: _- '--"""_ws�a4c�-`_rc+�yu'�;;'�"aE��'-'�-w.n:•�7+s�'��'^"�+/�ti.w�.�- -- _ - - " MANUFACTURERS BANK:' - o A SMDMY Of SAKURA EAAIC LTD. 615 SOUTH FIGUEROA STREET•LOS ANGELES.CALIFORNIA OW71 P.O.WA V=•LOS ANGELES.CALMNA 900S6 TEM!ISB=2 MANUSANK 6WTTT:MITKUSCL ---------------------------- ,------------------------------------------- IRREVOCABLE STANDBY DATE OF ISSUE: LETTER OF CREDIT NO. . ST202388 October 28, 1994 -------------------------------------- ---------------------------------------- APPLICANT: ACCOUNTEE: (Same as Applicant if blank ) 501 VAIN IE:C. , A CALIFORNIA ' COMRATION : 451 EEO. BRISTOL AVENUE LOS ANGELES, CA 90049 ------------------------------------- ---------------------------------------- ADVISIVG BANX: BENEFICIARY: (Not Applicable) CHARTER SERVICES CORPORATIONr A CALIFOP.NIA CORRPORATION A WHOLLY GWNSD, SUBSIDIARY OF THE RESOLUTION TRUST CORPORATION, AS RECEIVER FOR FOR CHARTER SAVINGS BAUK OR MIDLAND LOAN SERVICES, AS LOAN SFRVER 210 W. 10th ST. ' P.O. BOX 419158, 'W KANSAS CITY, MISSOURI 64141 -------------------------------- -----:---- ------------�-. ---------------------- DATE AND PLACE OF EXPIRY: At-11DUNT: May 31 , 1996' U5D 200,000 .00 LOS ANGELES; CA Two Hundred Thousand U.S. Dollars Crly t:e hereby issue this Irrevocable Standby Letter of Credit in the beneficiary' s favor which is available with us by sight payment against presentation of your sight draft(s ) on us completed in substantially the form attaches'. as Exhibit 1 , for all or any part of this credit . This Letter of Credit is transferable upon receipt of your written instructions submitted in substantially the fora attached as Exhibit 2, in which case a letter of transfer verified by a bank must accompany Q docunents. However, in order for us to conply with the U.S. Treasury and U.S. Department of Commerce Regulations, this credit may only 'be transferred after the bank authorized and requested to effect the transfer has communicated the name and address of the transferee to us for approval . We will promptly honor all drafts drawn in compliance with the terns of this credit if received on or before the expiration date at our counters at 515 So. Figueroa St. , Los Angeles, Calif. 90071 Attn: International Department, 2nd Floor . >fley?-NZ:32 49191�11HF1H JC ALI N&IO A2lJ a i MANUFACTURERS BANK- o A SUBSIDIARY OF SAKURA BANK LTD 515 SOUTH FIGUEROA STREET LOS ANGELES GALIFORNIA OW71 P O BOX 8000 LOS ANGELES CALIFORNIA 90055 TFJM 1SSM MANUBANK SWIFP MITKUSSL i martial Drawings Permitted Drafts preseited at our office at the adaress set forth above not later than 10 00 AN shall be honored not later than the following banking date � arter presentation, by payrieit iti accordance 41 th ,your Fayment instructions that accoT►o=ry eacn such draft If requested oy you , payment under tris credit may be Made by wire transfer of inrediately available funds to your account as per lour instructions , 1 All charges in connection with this Letter of Credit including transfer fees and wire remittance charges , are for the account of applicant i This Letter of Credit shall be deemed automatically extendea unless at least 180 days prior to the current expiration date we nave notified you in writing by overnight courier of our intention to cancel it notwithstanding the above, this Letter of Credit will not be extended beyond May 31 , 1996 which is the final ana definite expiration date i This credit shall be Governed by anc subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision ) , International Chamoer of Commerce Pucilication No 500 (UCP) , dna to the extent not inconsistent with the UCP, laws of the State of California ir *thi `nure i � 4 v • • rr E aMIT 1 TO IRRE.UOCABLE I.ETT!'F.ft OF CREDIT NO. W SI(3r DRAFT [Name of Issuer] [Address] Attention: wr Date: , 199 Pay at sight to: CMRTER SERVICES 00PTORMON, a California Corporation, a wholly-owned Subsidiary of the RE50LxTICN TRUST OORPORATICN, as Receiver for CHARTER SAVINGS BANK, to be delivered at the following address: c/o Midland Doan Services 210 West loth Street P.O. Box 419158 Kansas City, M0 64141-6158 Attention: Charles Sipple w of the sun of U.S. Dollars } . This draft is drawn under your Irrevocable Letter of credit No. , in favor of and for the benefit of the Beneficiary (or its assignee transferee) who is named therein. v Sincerely yours, "Beneficiary" r By: Name: Title: For: MIDLAND 10M SERVICES i mass-Servicing Agent for Charter Service Corporation W EXHIBIT 2 to IRREVOCABLE LETTER OF CREDIT NO. W SAMPLE: FOIIS FOR TRANSFER OF LETTER OF CREDIT ,w [Name of Issuer] [Address] Attention: 199 Dear Sir or Madam: We hereby transfer to IName of Assignee) ,, whose address is set forth below, all rights to Letter of Credit No. , being held at your Bank, subject to the terms of such Greet. Enclosed is the original Letter of Credit No. r„r Very truly yours, "Ve Beneficiary" Sy: Nar.e: Title: For: CHARTER SERVICE CORPORATIM r Accepted and Agreed: Dated: Assignee/Transferee of Beneficiary By: Nam: Title: For: Address: v w �3 `o RECEIVED NOV — 1 1994 MARGARET TIRZA BREWER w LQww 4557 faculty Avenue Long Beach,CA 90808 Phone/Fax(310)429-4062 t-- �J � x Lo C) ry r October 31, 1994 = CHARTER SERVICE CORPORATION, a wholly-owned subsidiary of THE RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, F.S.B. c/o California Office - Legal Division 4000 MacArthur Boulevard East Tower, Fifth Floor Newport Beach, California 92660 Re: Borrower: 501 Main, Inc. Property: 501 Main Street, Huntington Beach, CA 92648 Loan Amount: $779,000.00 Ladies and Gentlemen: have acted as counsel to 501 MAIN, INC., a California corporation, and its officers and directors (collectively, the "Borrower' ), in connection with a loan (the "Loan") made to the Borrower by CHARTER SERVICES CORPORATION, a wholly owned Subsidiary of the RESOLUTION TRUST CORPORATION (the"RTC"), as Receiver for Charter Savings Bank, F.S.B. (the"Lender'). have been advised by the Borrower that the Loan is to be used to finance the acquisition by Borrower as Buyer of the property located at the above-referenced address (the"Property"). This opinion (the "opinion") is rendered pursuant to Paragraph 26 of the "Addendum" (as defined below). v Law Offices of Margaret Tirza Brewer r I. Loan Documents: In rendering the Opinion, I have reviewed and examined documents and instruments as I have deemed appropriate, including without limitation: A. The Purchase and Sate Agreement between the Lender and the Borrower, dated March 29, 1994 (the "Purchase Agreement"), together with the Seller Financing Addendum to Purchase and Sale Agreement (the "Addendum"); B. RTC Note (California), made by the Borrower, payable to the order of the Lender, dated October 28, 1994 in the original principal amount of Seven Hundred Seventy-Nine Thousand and Noll 00 Dollars($779,000.00),togetherwith the Rider to Note (the "Note"); C. The Deed of Trust, Assignment of Rents and Security Agreement from the rr Borrower, as trustor, to Commonwealth land Title Company, as trustee, for the benefit of the Lender, a beneficiary, dated the same date as the Note (the "Consolidated Deed of Trust'), together with the Rider to Deed of Trust, encumbering the Property; D. The Assignment of Leases, Rents and Profits(the"Rents Assignment)from the Borrower, as assignor, to the Lender, as assignee, together with the Rider to Assignment; E. The Conditional Assignment of Management Agreement(the"Assignment") from the Borrower, as assignor, to the Lender, as assignee; F. The Environmental Indemnity, by and between the Borrower and the Lender; G. The Form UCC-1 Financing Statement signed by the Borrower, as debtor, and naming the Lender, as secured party (the "Financing Statement'); H. Other documents, instruments and agreements evidencing, securing or executed or entered into in connection with the Loan including: 1. Borrower's Articles of Incorporation and Amended Articles, Bylaws and applicable Resolutions of its Board of Directors and/or other governing body, together with any and all amendments and addenda, all of which shall have been delivered to Lender and/or its legal counsel (the"Organizational Documents"); Page 2 Law Offices of Margaret Tirza Brewer 2 The Capital Improvement Escrow Agreement, Letter of Credit insurance policy statements together with any and all amendments and addenda Excepting the Purchase Agreement (but not its Addendum) and the Organizational Documents all of the described documents are referred to collectively as the "Loan Documents" II Assumptions Whenever a statement in this opinion letter is qualified by "known to me" "to my knowledge" or similar phrase it is intended to indicated that during the course of my representation of the Borrower, no information that would give me actual knowledge of the inaccuracy of the statement has come to my attention This Opinion is limited to the effect of the laws of the State of California and of the laws of the United States of America and is subject to the following assumptions A The Loan Documents are valid binding and enforceable obligations of the Seller B The Borrower has rights in and title to the collateral defined in the Consolidated Deed of Trust (the "Collateral") and C The Lender will deliver to the Borrower at the closing title to the Property R which Property will form the security for the Loan III Opinions Based upon and subject to the above, and upon such further investigation as I have deemed necessary I am of the opinion that 1 The Borrower is a corporation duly organized validly existing and in good standing under the laws of the State of California 2 The Borrower has the corporate power and authority to own its properties, and to carry on its business as now conducted and to execute and deliver the Loan Documents and to enter into and perform its agreements and obligations under the Loan Documents 3 The Borrower is not an alter ego of any guarantor of the Loan Page 3 Law Offices of Margaret Tirza Brewer 4. The Loan Documents have been duly authorized by all necessary action on the part of the Borrower (including without limitation its board of directors and/or other governing body)and have been duly executed and delivered by the Borrower through its properly designated officers and representatives. 5. No authorization, consent, approval or other action by, or filing with any state or federal court or any governmental authority is required in connection with the execution and delivery by the Borrower of the Loan Documents. 6. The Loan Documents constitute legally valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terns, except as limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors. Enforceability of the Loan Documents is also subject to the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. 7. The execution and delivery of, and the performance of the obligations under the Loan Documents will not violate any of the Organizational Documents of the Borrower. 8. To my knowledge, neither the execution and delivery of the Loan Documents nor payment of the indebtedness evidenced by the Note(a)will conflict with, or constitute a material breach by the Borrower of, or default under the provisions of any material agreement to which the Borrower is a party or by which the Borrower is bound; or (b)will constitute a default under any agreement which creates a lien on, or security interest in, the Property or the Collateral; or (c) will conflict with or result in the breach or violation of any judgment, decree or order to which the Borrower, any guarantor, the Property or the Collateral is subject. 9. There is no litigation or other claim pending or (to my knowledge) threatened, before any court or administrative or other governmental body against or affecting the Borrower, any Guarantor, the Property, the Collateral or any other properties of the Borrower. 10. To my knowledge, the Borrower is not a party to any indenture or agreement, nor is the Borrower specifically bound by any order; regulation, ruling or requirement of a court or public body or authority which will materially and adversely affect the Borrowees normal operations or impair its financial condition. Page 4 r Law Offices of Margaret Tirza Brewer 11. The Borrower was organized and established in 1994. All federal, state and other tax returns required by law to be filed as of this date, have been filed and all federal, state and other taxes,assessments and other governmental charges upon the Borrower, or the Borrower's properties which are due and payable have been paid, excepting the returns and taxes now validly on extension. 12. The Consolidated Deed of Trust is in form sufficient to create a lien on the Property in favor of the named trustee for the benefit of the Lender as beneficiary. The Consolidated Deed of Trust and the Financing Statement are in forms sufficient to create and perfect a security interest in the Collateral in favor of the Lender as secured party, with respect to those items of Collateral in which a W security interest may be perfected by filing. 13. The Loan does not violate the usury laws or laws regulating the use or forbearance of money in the State of California. %0 14. Based upon my understanding that the Note and Consolidated Deed of Trust have been executed by the Borrower in Caldomia, that the performance required by the Note and Consolidated Deed of Trust will occur in California and that the Note provides that it and all rights and remedies with respect to it shall be determined as to their validity, construction, effect and enforcement and in all other to respects by the laws of the State of California in the absence of applicable United States law, I am of the opinion that California law will be applied to determine the applicable rights and remedies. IV. Qualifications: W A. In rendering the Opinion under Paragraph 6 above, I advise you that a California court may not strictly enforce certain covenants contained in the Loan Documents or allow acceleration of the maturity of the indebtedness evidenced by the Note if it concludes that such enforcement or acceleration would be unreasonable under the then existing circumstances. 1 believe, however, that, subject to the limitations expressed elsewhere in this Opinion, enforcement or acceleration would be available in the event of a material breach of a material covenant contained in the Loan Documents. B. In rendering the Opinion under Paragraph 6 above, the Lender should be aware of the following provisions of California law: 1. Section 726 of the California Code of Civil Procedure provides that any action to recover on a debt or other right secured by a mortgage or a deed of trust on real property must comply with the provisions of that section, which provisions relate to and specify the procedures for the sale of encumbered property, the Page 5 W w Law Offices of Margaret Tirza Brewer application of proceeds, the rendition in certain cases of a deficiency judgment and other related matters. I advise the Lender that in such an action or proceeding, the debtor may require the creditors to exhaust all of its security before a personal judgment may be obtained against the debtor for a deficiency. I also advise the Lender that failure to comply with the provisions of Section 726 (including an attempt to exercise a right of set off with respect to any funds of Borrower that may be deposited with the Lender from time to time and with respect to which the Lender does not hold a perfected security interest) may result in the loss of the Lender's liens on the real and personal property collateral and the loss of the Lender's right to a deficiency judgment. See, e.g. Walker v. Community Bank, 10 Cal.3d 729, 518 P.2d 329, 111 Cal.Rptr. 897 (1974); Bank of American v. Daily, ► 152 Cal.App.3d 767, 199 Cal.Rptr. 557 (1984). However, in my opinion, the limitations of section 726 do not prevent enforcement of the Lender's rights with respect to the real property described in the Deed of Trust provided the Lender proceeds in accordance with California law, nor do such limitations prevent enforcement of the Lender's rights with respect to any personal property or fixtures %0 in which the Lender has a perfected security interest provided the Lender proceeds in accordance with the requirements of Division 9 of the California Commercial Code; 2. Section 580b of the California Code of Civil Procedure provides that no „r deficiency judgment shall be rendered upon a purchase-money obligation in favor of the vendor arising from the sale of real property where such purchase-money obligation is secured by a lien on the real property purchased from the vendor, or In favor of a lender where the proceeds of the loan are used to purchase a one-to- four family dwelling occupied in whole or in part as the principal residence of the borrower and where the loan is secured by a lien on that dwelling; 3. Section 580d of the California Code of Civil Procedure provides that no deficiency judgment shalt be rendered upon a note secured by a deed of trust or mortgage on real property after sale of the real property under the power of sale contained in such deed of trust or mortgage; and 4. Section 2924c of the California Civic Code provides that whenever the maturity of an obligation secured by a deed of trust or mortgage on real property is accelerated by reason of a default in the payment of Interest or in the payment of any installment of principal or other sum secured thereby, or by reason of failure of the trustor or mortgagor to pay taxes, assessments, or insurance premiums, the trustor or mortgagor and certain other entitled persons have the right, to be exercised at any time within the reinstatement period described in such section, to cure such default by paying the entire amount then due (including certain reasonable costs and expenses incurred in enforcing such obligations but W Page 6 w Law Offices of Margaret Tirza Brewer excluding any principal amount that would not then be due had no default '� occurred) and thereby cure the default and reinstate the deed of trust or mortgage and the obligations so secured to the same effect as if no acceleration had occurred. The power of sale in the deed of trust or mortgage is not to be exercised at any time prior to entry of the decree of foreclosure. C. In rendering the Opinion under Paragraph 12 above, the Lender should be aware that in order to provide constructive notice of the lien created by the Consolidated Deed of Trust and in order to perfect the security interest created by the Consolidated Deed of Trust with respect to those items of Collateral in which a security interest may be perfected by filing, it is necessary to record the Consolidated Deed of Trust in the Official W Records of Orange County, State of California, and to file the Financing Statement in the Office of the California Secretary of State, in accordance with the recording and filing systems established pursuant to applicable California law. V. Confirmations: 1 confirm that: 1. The name of the Borrower in each of the Loan Documents is the correct legal name of the Borrower; 2. 1 do not have any financial interest in the Property, or the Loan, other than fees for legal services I have performed, payment for which has been provided; 3. Other than as counsel for the Borrower, I have no interest in the Borrower and do not serve as an employee of the Borrower; 4. 1 have no undisclosed interest in the subject matters of the Opinion; and 5. This Opinion may be relied upon by the Lender, the RTC, its legal counsel, any successor to the Lender, any successor to the RTC in any capacity, and any purchaser of the Loan from the Lender or from the RTC in any capacity. Sincerely, 4rt Ti newer cc: RTC/Lenders Legal Counsel Page 7 Commonwealth Land Tide Company 801 N. Brand Blvd., 12th Floor, Glendale, CA 91203 Seller's Settlement Statement Escrow No.: 22104 w Seller: Charter Service Corp. of Resolution Trust Corp. as Receiver for Charter Say. Property: 501 Main Street, Huntington Beach, California Escrow Officer: Bonnie Fish Date: 110194 DEBIT CREDIT TOTAL CONSIDERATION $820,000.00 (7) month Tax Reserve 5,309.50 Attorney Fees. 3;500.00 CITY OF HUNTINGTON BEACH 8,511.00 SELLER FINANCING 779,000.00 PAYOFF The Redevelopment Agency BROKER'S COMMISSION Commission Cushman A Wakefield 14,350.00 ,rCommission Henry Danpour 14,350.00 PROBATIONS COUNTY TAXES From 11/01/94 To 01/01/95 1,719.50 SECURITY DEPOSITS from To 5,853.05 %ESCROW FEES, TITLE CHARGES SETTLEMENT CHARGE 550.00 Air Express fees 50.00 OWNER'S COVERAGE 1,320.00 RECORDING FEES, TRANSFER TAXES w Record Reconveyance 14.00 CITY/COUNTY TAX (DEED) 902.00 ADDITIONAL CHARGES Tax Reserves Midland Loan Services 5,309.50 Title Search Commonwealth 1,000.00 %,Credit for Title Search Charter Services Corp. -500.00 RESERVES PROCEEDS DUE SELLER 16,841.45 'Alro'Hjy3c►,31 $839,040.00 $839,040.00 30 A11� SU313 A11J 03A13331i 11/04/94 13 42 FAX 818 549 0249 COMMONWEALTH QuanCohen et al 4 002 NOU-04-1994 11 22 FROM MORTGAGE WAREHOUSE 5619 TO 18165490249 P 01 1 jEFOSIT SYSTEM TRANSACTION INQUIRY TRACE TRANSACTION ACCOUNT 0528911661 INQUIPY 210 SEARCH $16841 45 START BATCH 00012 ONAME CCMMONWEALTH DEMAND DEPOSIT ACCOUNT LASI ST 10-31-94 DATE TBArn AMOUNT SERIAL 0CSCPIPTION RR OPIG ITEM SE9 0 11-02-04 820 16 94L 43 WIRE TRPNSFER DEBIT 3853 0000026321 FUNDS TRANSFER REF,MTA30646994 SOURCE BR 6562 BENEFi RTC CHARTER SE;R ORIG COMMONWEALTH LAID TITLE 1 1 1 PAGE 002 - END OF TRANSACTION SEARCH 1 1 w•tea Fax TwsmrttaI Memo *or page.• To P. 1 Co. Unrt DOPE Phone# Pax R .. Fax# I 1 i 1 REVISED RESOLUTION TRUST CORPORATION LOAN CLOSING FACT SUEEi PROPERTY LOAN 12%T01WATION: CITY f.'L'ERK CITY 3F Property Name I=Squam Rit ente 14 ItTIl;r7f k n, l+,r 1 iF Property Type Commercial _, RTC REOMS Nurr. e�?TQ31 [tll a Affordable Housing yes _ X MCI W Sealer Financing Number CMA-94-MO RTC Asset Type Code CL Address 501 Main Street,f(unt;ngon Beach, 92648 _ County Orsn¢e VAs Mortgage Amount$779.MO Interest Kara 8.25 S Contract Date March 29, 1994 Closing Date November 1. 1994 Monthly Payment$5,852.37+ escrow Amortization Start October 28, 1994 Amortization Period 30 ears Maturity pate October 27,2001 Ptepsid Interest Amount--0— LENDER(INSTITUTION): Name CHARTER SERVICES CORP0RATT0ht. A Wholly-Owned Subsidiary of the Resolution Trust Corroration, so Receiver Ebarter Saying Bank.F.S.B. Address t10 Rjr California Q>Tce.Saks Cenler,4n00 MacArthur&wlevard. Neswri Beach,CA 926N Telephone 7141263-4465 Fax No.7141852-7599 Signer Randy Ilemun.President Institution No.7251 Signature Block Name: RANDY PSUMAN Title' President w UNDERWRITER: Name and Tile Me ceedes C,Mo cMlla,JJndeaa titer Company gPAI/Wr Joint Venture Telephone 407/E''0- 33 Fax No.4071820-1337 Address One Clearlake Centre.Ste.400,250 Australian Ave..So.,West Palm Beach,FL 2WI BORROWER: NameflWs 501 MAIN,INC..A California Comoration — rN Address 100 Wilshire Boulevard,Suite 1230,Santa Monica.CA 9040I s _ Tax I.D.Number95-4i69448 Telephone 310145E-2M2 Fax No.310145E 2010 Signer(s)Leonard Feldman dr S'+aoul Levy Signature Block LEONARD FELDMAN.President-and—SHAOUL LM-Vice-President tit Secretary SERVICER: Name Midland Loan Services Address 210 West I th Street,P.O.Box 41916E,Kansas City_MO 64141&158_ Telephone 1161415-5011 Fax No.$161435-5016 Signer Charles I._S;Zyle Wfaef Swadad Form [am Gwk&Fad Shoe Rao 1 illy w RTC NEGOTIATOR: Name Melinda Magee,Califorrtis Office-Sales Cenw Address 4000 MscArthur Boulevard,`Vearort Beach,CA 92660 FYI Telephone 7141263-3506 Fax No.71 418 5 2-76 1 0 Signer fume) ESCROW. (Pursuant to terms of Einaaciat Addendum) Escrow for Gpital lnVrovement M-0M.00 Monthly RR NIA Initial Deposit to RR NIA - LOC N/A Pro-Rated Initial Deposit w Taxer 15,309.10 a mos.) Nfonthly Tat Lrrpormd 1719.501mmth Initial Deposit for Insurance—0— Monthly Laurance I npound N/A TITLE LNUMANCE: Company Commonwealth Land ride Comosnv Address 2M West Santa AnajRlvd..Sores SaresJum,CA 92701 Telephone7141835-8511 Fax No.7141R35-0513 Contact Linda Rur2 Policy/ZQ1 69 - to Escrow Otfcar. Bonnie Fah Telephone;131549-7210,X6420 Escrow No.UM BORROWER COUNSEL: Nsnte Hargaret Brewer, Fec.� _ Address 45_57 Frculty Avenue,[4nz&sclt.CA-901R011 F'um j,aw Offices of Margaret Brewer Talephonea101429-4062 Fax No.issme) RTC COUNSEL(Claout Avrpt): Naun Richard P.Yana,F-aauire Ad rcn 777 S.Figueroa,3M%or,Loa Anreles,CA 90017 Firth Own,Cohen,Kurahashi,Yang,Scholtz A Nrano Telephone 2131892-7550 Fax No.2131992-7567 INSLT&NCE TAX DMOMATION: SEE ATTACHED ViSLM NCE INFORMATION SL: NURY AND TAX IINTORIMATION SlUNMRY. L\7TIAL DEPOSIT A,%40LWM REQUIRED AND MOMMLY DEPOSIT AMOUNMS REQUIRED ARE REFLECTED O-I PACE ONE. %0 C"aLfan:�tas8er4 Fans barn MUM Feet Shed hp 2 PMPMA o21t1 M wr w MANAGMENT AGENT: Natna TOW hMfty M401IM—DIC Te'.ephona 6 Address 11011 Skyeark.Suits L Fat No.Nnknown) Idne,CA 92714 Signer iana W.itht Data of Contract(Unkng") Title nknown GUARANTORS AND GUARANTEETERMSIM1SCELL ANEOUS: None. w V rtI V Coafamia SwAW Fars to Omog Fats S6pK Pap 7 Nt.p+11►1104NS 4w LNSURANCE TRANSMITTAL SLNI ENIARY NOT APPUCASLE Policy Number. Monitor Only YIN: V 14mrance Type: Insurance Company: Agent Nam: Agent Phone/: Agent Fax No.: 10 Policy Date: Expiration: Escrow YIN: Escrow I Months S /Mo. Coverage Deteda: Type Aggregate Per Deductible so Occurrence W Mr Comments or Special Instrwtions:BmertXInsueance is nreyaid bj Ow�A+aociatim and gooverage is for entire oroiect,of which the suhiect parcel is a portion. Premiums are then charged back to the individual c+mdoftiinium/unh owners as C.A.M..on a mcmthlr bes;s. This tronsmitral contains complete and accurate infotanation on all insurance accounts to be escrowed and/or pronitoted by the Servitor and tho requirements act forth am in accordance with the policies of the RTC. Qmn,Cohen.Kurahashi.Yang.Schohx&Hirano A Professional Law Corporation Ird Attorneys At Law By: Date: ovs 994 RiC P.YANG V (j CaWarni 3owd"Farm Lass Oa ag Fats Shast Pap a Prrparal 0?J0m W Nap TAX TRANSMITTAL.SL'14LM"Y Taxing Agency:hate of California,County of Orange Tat Collector Type of Tax:Real-Eyote Taxes and Retated Local Aawsawnts Next Due Date:November 1. 1994 Monitor Only Y/N:No 400 Last Date Paid:Spring 1994 Last Paid Amount:$4,551.001e dimated dr■ssumedl Escrow Y/N:Xes Escrow$5,309.50 /Months Seven M Months a S753.50/mon Uar Taxing Agency: Type of Tax: Next Due Date: Monitor Only YIN: Last Data Paid: Last Paid Amount: W Escrow Y/N: Escrow /Months @ S /Mo. Taxing Agency: tv Type of Tax: Next Due Data: Monitor Only YIN: Last Data Paid: Last Paid Amour[: Escrow Y/N: Escrow l Months a$ /Mo. Who Taxing Agency: Type of Tax: Next Due Date: 1►1�nitot Only YIN: Wa+ Last Data Paid: List Paid Amount: Escrow YIN: Escrow /Months 0 S. JMo. W Comments or Special Lutructions: This transmittal contains complete and accurate information on off lax accounts to be escrowed and/or monitored by the Servicer and the requirements set forth are in accordance with the Policies of the RTC. 2�sn,Cohen.Kurahashi.Yang.Schoftx&Hirano A Professional Law Corporation Attorneys At Law By: Data: Nrvetnber3, 1994 RIC P.YANG Cotes s hied"Fors Loan Cke"Fed Bann �s th.p.r.+ovo�ro3 W BUYER'S/GUARANTOR'S CERTIFICATION (Includes Certification Pursuant to 31 U.S.C. Section 1352) DATE: October�, 1994 r BUYER/GUARANTOR: 50l MAIN. INC. A California Corporation ("Certificant") + SELLER: CHARTER SERVICE CORPORATION, a Wholly-Owned Subsidiary of TheRes4ll tign_'[rstCo ration as Receiver for CHARTER SAVINGS BANK, F.S.B. PROPERTY: 501 Main Street Huntington Beach, California 92648 REOSiS N MIBER: 703256505. In addition to all other representations and certifications, the following certifications are made to Seller, its successors and assigns,as of the above date in connection Aith the above-captioned premises ("Property") as part of the inducement for Seller to provide purchase money financing to Buyer pursuant to that certain Purchase and Sale Agreement ("Sales Agreement") between Seller and buyer relating to the Property. 1. QutstandingClaims-and Litigation. There is no outstanding claim, litigation, pending litigation, or other action affecting the certifying party where the total personal liability may exceed Twenty-five Thousand Dollars ($25,000),unless the same was disclosed in writing to Seller simultaneously with the submission of the Resolution Trust Corporation Loan Application ("Application"). 2. No—Chang&No—Chan in Fligis pr Circumstanm. All information in the Application, financial statements and other documents submitted to Seller in connection with the Application are correct and complete with all material information. There has been no significant material and adverse change in any condition, fact, circumstance or event that would make any previous statements, submitted materials or representations incorrect, incomplete or misleading. 3. No.,Prohibitgd Buver. R Neither the Certificant nor any Guarantor or affiliate of the Certificant is a "Prohibited Buyer" as defined in tre Sales Agreement and the Application. IT CaliforokSundudForm '�ili7'!?:,7:L' H��AiH1MH &ryees/Ownntoes Certification he"MA OV12193 Page 1 a3At333" r 4. Execution and Delivery. Th. execution and delivery of the Loan Documents (as defined in the Sales Agreement) will not cause a violation of, or a material default under, the provisions of any mortgage, deed of trust, indenture, lease, or + other agreement to which the Certificant is a party or by which the Certificant is bound, and has not conflicted with or resulted in the breach of any license, permit, court judgment, decree, order, statute, ordinance, rule, or regulation of any governmental body to which the Certificant is subject. 5. No Defenses. Offsets or Counterclaims. Th-.re are no defenses, offsets or counterclaims to any of tte Loan Documents, including, but not limited to, the Note and Security Instrument and any other agreement to which the Certificant is a party or by which the Certificant is bound. r Sglf r Financing fertifiCation Pur31!ani to 31 JI.S.C. Section 1352 1. BMhibitioMf_Section 1352(a). 31 U.S.C. Section 1352(a) prohibits an Applicant for or the Recipient of any Federal Loan from using any funds appropriated by any Act of Congress to pay any person + for influencing or attempting to influence: a. an officer or employee of any agency; b. a Member of Congress; C. an officer or employee of Congress; or d. any employee of a Member of Congress; in connection with the making of any Federal Loan, or the extension, continuation, renewal, amendment, f or modification of any Federal Loan. 2. Aoolicable-De(ini i ng. As used in the following Certifications, the phrases "Appropriated Funds" and "Federal Loan" and the terms "Applicant" and "Recipient" have the following meanings: "Appropriated Funds": For any purposes of these Certifications, any funds received from the Resolution Trust Corporation, Federal Deposit Insurance Corporation or any federal agency. "Federal Loan": Any loan utilizing funds appropriated by Congress,or any Ioan guaranteed by the United States Government, including RTC seller financing. "Applicant": Any person who or entity which applies for any loan utilizing funds appropriated by Congress,or who applies for any loan guaranteed by the United States Government, including RTC seller financing. Califo-m Standard Form "erdowvanwe,catirwsi;m Prepared O2I12N3 Page 2 i "Recipient": any person or entity receiving any loan utilizing funds appropriated by Congress or any loan guaranteed by the United States Government, including RTC seller financing. 3. Requirement of Certifications. 31 U.S.C. Section 1352 requires that certain certifications be + provided in connection with the application for or award of any Federal Loan. The Applicant/Recipient accordingly makes the following Certifications as part of its Application and/or Note: a. Cej3ificatioI3 - Appropriated-ands. ApplicantlRecipient hereby certifies and covenants that Applicant/Recipient has not made, and will not make, any payment prohibited by 31 U.S.C. Section 1352(a) in connection with the awarding of the loan to be granted pursuant to this Application or in connection with the extension, continuation, renewal, amendment, or modification of that loan. b. Cutification - Funds Other—Dan &Vropriat�-,d Funds. 0 L Applicant/Recipient hereby certifies that Applicant/Recipient { ) has/ (XX ) has not,made any payment with respect to this Application, using funds other than Appropriated Funds, in connection with the funding of the loan to be awarded pursuant to this Application, or in connection with any extension, continuation, renewal, amendment or modification of that loan; and 0 ii. Applicant/Recipient hereby certifies that Applicant/Recipient ( ) has/ ( XX) has not, promised to make any payment defined in the Certification (i) immediately above. C. if Applicant/Recipient has made any payment covered by (a)of this Certification or promised 0 to make any payment covered by (b) of this Certification, Applicant/Recipient must provide the following information: i. Name and address of each person paid, to be paid,or reasonably expected to be paid: Done. ii. Name and address of each individual performing the services for which such payment is made, to be made or reasonably expected to be made: none. M. Amount paid, to be paid, or reasonably expected to be paid: none, c.&ttmw s=&M Form $uy«•.iounnwrs cetirw.tion P".rea D71I1M Page 3 r iv. How the person was paid, is to be paid, or is reasonably expected to be paid: 1 r V. Activity for which the person was paid, is to be paid, or is reasonably expected to be paid: 0 n/a. CQVENANTI Applicant/Recipient hereby covenants and agrees that it will rile with the Resolution Trust Corporation, at the RTC office that must approve the award of RTC seller financing pursuant to this Application, an amended certification, at the end of any calendar quarter in which there occurs any event that materially affects the accuracy of the information contained in any Certification previously riled with Resolution Trust Corporation pursuant to 31 U.S.C. Section 1352. Certifi�ant/Applicant/Recipient: 501 MAIN, INC. A California Corporation 10 By: Name: LEONARAD FELDMAN Title: President r By: �! Name: SHAOUI:LEVY Title: Vice-President/Secretary Address of Applicant/Recipient: r c/o Mr. Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, CA 90401 r Executed this 26 day of October, 1994. CWYXn6 safiura Form &yeestaulmwes Cftu"tim PhVmvd o7112M3 Page 4 r EXHIBIT X TO CERTIFICATION Form of Cover Page for Amended Seller Financing Certification Pursuant to 31 U.S.C. Section 1352. + Name of Applicant/Recipient: 501 MAIN, INC. Address: c/o Mr. Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, CA 90401 Attention: Shaoul J. Levy, Vice-President/Secretary 0 10 r r r 0 Glif•xnia Sund"Form "Ces/ouamtws certification Prgmred M112M Page 5 i r AMENDED SELLER FINANCING CERTIFICATION PURSUANT TO 31 U.S.C. SECTION 1352 6. Certification - Appropriated Funds. Applicant/Recipient hereby certifies and covenants that + Applicant/Recipient has not made, and will not make, any payment prohibited by 31 U.S.C. Section 1352(a) in connection with the awarding of the loan to be granted pursuant to this Application or in connection with the extension, continuation, renewal, amendment, or modification of that loan. 7. Cer4if cgtion bnd,s Other_Dan Appropriated_Funds. + (a.) Applicant/Recipient hereby certifies that Applicant[Recipient ( )has/(XX)has not,made any payment with respect to this Application, using funds other than Appropriated Funds, in connection with the funding of the loan to be awarded pursuant to this Application, or in connection with any extension, continuation, renewal, amendment or modification of that r loan; and (b.) Applicant/Recipient hereby certifies that Applicant/Recipient ( ) has/ ( XX ) has not, promised to make any payment defined in the Certification (i) immediately above. If Applicant/Recipient has made any payment covered by (a)of this Certification or promised to make any payment covered by (b) of this Certification, Applicant/Recipient must provide the following information: 1. Name and address of each person paid, to be paid,or reasonably expected to be paid: r none, ii. Name and address of each individual performing the services for which such payment r is made, to be made or reasonably expected to be made: none, r iii. Amount paid, to be paid, or reasonably expected to be paid: pone I ki iv. How the person was paid, is to be paid, or is reasonably expected to be paid: nla. ., r Cdl wnk Sun&rd Farm zwyceackwwtoes cenirwatim Prepared OVUM Page 6 0 i V. Activity for which the person was paid, is to be paid, or is reasonably expected to be paid: t Appl icant/Recipient: 0 501 MAIN, INC. A California Corporation By: Name: LEONARD FELDMAN Title: President By: Name: SHAOUL LEVY Title: Vice-President/Secretary Address of Applicant/Recipient: c/o Mr. Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, CA 90401 Attention: Shaoul J. Levy, V.P./Sctry Executed this . day of October, 1994. Cddbrma Suodud Poem Buyer'dou -mtoes cendr"tka rota OV12m Page 7 /7 q No AFFIDAVIT r We, the undersigned, each individually and all as officers, directors and/or shareholders of Borrower/Purchaser 501 MAIN. INC., a California Corporation, hereby certify that I am not an individual who-- (A) has been convicted of an offense under section 215, 656, 657, 1005, 1006, r 1007, 1008, 1014, 1032, 1341, 1343, or 1344 of title 18, United States Code (text of such sections attached), or of conspiring to commit such an offense, affecting any insured depository institution for which any conservator or receiver has been ko appointed; and (B) is in default (as defined in the attached) on any loan or other extension of credit from CHARTER SAVINGS BANK, F.S.B. which if not paid, will cause a r substantial loss (as defined in the attached) to the institution, the Federal Deposit Insurance Corporation, the FSLIC Resolution Fund, or the Resolution Trust Corporation. 0 BY: BY: y� LEO ARD FELDMAN SIIAOUL LEVY BY: BY: 0 Name: Name: NOTICE: Whoever knowingly or willfully makes false or fraudulent statements or representations in connection with the disclosures and certifications herein will be referred to the Office of Inspector General 10 and/or the appropriate law enforcement officials for investigation and legal enforcement, and may be subiect to fines and/or imprisonment(18 U.S.C. Sections 1001, 1007, and 1014). r w «.... x c a n-4 RTC 10100/14(5-91) .Z. x cl" rn �J i� n 7 v IW '•'L7 - e- .. r LJJ IV w w w w w w w w w w w w w w r r w w w w w w w w w w w w w w w w w w w w w r r r r r r r r w w w w w w s a w y.rr..r 1 ry ATTACIMENT TO AFFIDAVIT A. TEXT OF APPLICABLE SECTIONS.TrrLE 18,UNTIED STATES CODE Section 2IS. Receipt of commisslons or gift for procuring loans (a) Whoever-- (1) corruptly gives,offers,or promises anything of value to any person,with intent to influence or NO reward an officer,director,employee,agent,or attorney of a financial institution in connection with any business or transaction of such institution;or (2) as an officer,director,employee,agent,or attorney of a financial Institution,corruptly solicits,or demands for the benefit of any person,or corruptly solicits or demands for the benefit of any person,or corruptly accepts or agrees to accept,anything of value from any person,intending to be influenced or rewarded in connection with any business or transaction of such institution; to shall be fined not more than SI,000,000 or three times the value of the thin;given,offered,promised,solicited,demanded, accepted,or agreed to be accepted,whichever is greater.or imprisoned nor more than 20 years,or both,but if the value of the thing given,offered.promised,solicited,demanded,accepted,or agreed to be accepted does not exceed S100.shall be fined not more than S1,000 or imprisoned not more than one year or both. (b) Transferred. to (c) This section shall not apply to bona fide salary,wages,fees,or other compensation paid,or expenses paid or reimbursed,in the usual course of business. (d) Federal agencies with responsibility for regulating a financial institution shall jointly establish such guidelines as are appropriate to assist an officer,director,employee,agent,or attorney of a financial institution to comply with this section. Such agencies shall matte such guidelines available to the public. mid Section 656. Thef,embezzlement,or misapplication by bank officer or employee Whoever,being an officer,director,agent or employee of.or connected in any capacity with any Federal Reserve bank, member bank,national bank or insured bank.or a receiver of a national bank,or any agent or employee of the receiver,or a Federal Reserve Agent,or an agent or employee of a Federal Reserve Agent or of the Board of Governors of the Federal Reserve System,embezzles,abstracts,purloins or willfully misapplies any of the moneys,funds or credits of such bank or any moneys, funds,assets or securities intrusted to the custody or care of such bank,or to the custody or care of any such agent,officer, director,employee or receiver.shall be fined not more than$1,000.000 or imprisoned not more than 20 years,or both.but if the amount embezzled,abstracted,purloined,or misapplied does not exceed 5100,he shall be fined not more than$1,000 or Imprisoned not more than one year,or both. As used in this section,the term'national bank'is synonymous with'national banking association';'member bank' means and includes any national bank,state bank,or bank and trust company which has become a member of one of the Federal Reserve banks;and 'insured bank'includes any bank.banking association,trust company,savings bank,or other banking institution,the deposits of which are insured by the Federal Deposit Insurance Corporation. Section 657. Lending,credit and Insurance institutions Whoever,being an officer,agent or employee of or connected in any capacity with the Reconstruction Finance 60 Corporation,Federal Deposit Insurance Corporation,National Credit Union Administration,Home Owners' Loan Corporation, Farm Credit Administration,Department of Housing and Urban Development,Federal Crop Insurance Corporation,Farmers'Home Corporation,the Secretary of Agriculture acting through the Farmers'Home Administration,or the Farm Credit System Insurance Corporation,a Farm Credit Bank.a bank for cooperatives or any lending,mortgage,insurance.credit or savings and loan corporation or association authorized or acting under the laws of the United States or any institution the accounts of which are insured by the Federal Savings and Loan Insurance Corporation or by the National Credit Union Administration Board or any small business investment company,and whoever,being a receiver of any such institution.or agent or employee of the receiver, embezzles,abstracts,purloins or willfully misapplies any moneys,funds,credits,securities or any other things of value belonging to such institution.or pledged or otherwise intrusted to its care,shall be fined not more than$1,000,000 or imprisoned not more meatsssssassssasrsrssssrsssssswrsrrrrrrsssrrrrrrrrrarrr 2 MSr.i 4W r than 20 years,or bout;but if the amount or value embezzled,abstracted,purloined or misapplied does not exceed$100.he shall be fined not more than$1.000 or Imprisoned not more than one year,or both. Section 1005. Bank entries,reports,and transactions Whoever,being an officer,director,agent or employee of any Federal Reserve bank.member bank,bank or savings and loan holding company,national bank or insured bank.without authority from the directors of such bank,issues or puts in circulation any notes of such bank;or Whoever.without such authority,makes,draws,issues,puts forth,or assigns any certificate of deposit draft,order,bill N, of exchange,acceptance,note debenture,bond,or other obligation,or mortgage,judgment or decree;or Whoever makes any false entry in any book,report,or statement of such bank or company with intent to injure or defraud such bank or company.or any other company.body politic or corporate,or any individual person,or to deceive any officer of such bank or company,or the Comptroller of the Currency,or the Federal Deposit Insurance Corporation.or any agent or examiner appointed to examine the affairs of such bank or company,or the Board of Governors of the Federal Reserve System; Whoever with Intent to defraud the United States or any agency thereof,or any financial institution referred to in this section,participates or shares in or receives(directly or indirectly)any morey,profit,property,or benefits through any transaction, loan commission,contract,or any other act of any financial institution-- Shall be fined not more than$1,000.000 or imprisoned not more than 20 years,or both. As used in this section,the term 'national bank'is synonymous with 'national banking association";'member bank' W means and includes any national bank,safe bank,or bank or trust company which has become a member of one of the Federal Reserve banks;and 'insured bank'includes any state bank.banking association.trust company,savings bank,or other banking institution.the deposits of which are insured by the Federal Deposit Insurance Corporation. Section 1006. Federal credit institution entries,reports and transactions Whoever,being an officer,agent or employee of or connected in any capacity with the Reconstruction Finance W Corporation,Federal Deposit Insurance Corporation,National Credit Union Administration,Home Owners'Loan Corporation, Farm Credit Administration,Department of Housing and Urban Development,Federal Crop Insurance Corporation.Farmers'Home Corporation,the Secretary of Agriculture acting through the Farmers'Horn:Administration,or the Farm Credit System Insurance Corporation,a Farm Credit Bank.a bank for cooperatives or any lending,mortgage,insurance,credit or savings and loan corporation or association authorized or acting under the laws of the United States or any Institution the accounts of which are insured by the Federal Savings and Loan Insurance Corporation or by the National Credit Union Administration Board or any small business investment company,with intent to defraud any such institution or any other company,body politic or corporate,or any W individual,or to deceive any officer.auditor,examiner or agent of such institution or of department or agency of the United States. snakes any false entry in any book.report or statement of or to any such institution,or without being duly authorized.draws any order or bill of exchange,makes any acceptance,or Issues,puts forth or assigns any note,debenture.bond or other obligation,or draft,bill of exchange.mortgage,judgment,or decree,or.with intent to defraud the United States or any agency thereof.or any corporation,institution.or association referred to in this section,participates or shares in or receives directly or indirectly any money,profit,property,or benefits through any transaction,loan,commission,contract,or any other act of such corporation, institution,or association,shall be fined not more than$1,000,000 or imprisoned not more than 20 years,or both. Section 1007. Federal Deposit Insurance Corporation Transactions Whoever,for the purpose of influencing in any way the action of the Federal Deposit Lasurance Corporation,knowingly snakes or invites reliance on a false,forged,or counterfeit statement,document,or thing shall be fined not more than SI,000,000 or imprisoned not more than 20 years,or both. Section 1008. Federal Savings and Loan Insurance Corporation Transactions Whoever.for the purpose of inducing the Insurance of the accounts of any institution by the Federal Savings and Loan Insurance Corporation or for the purpose of obtaining any extension or renewal of such insurance by such Corporation or for the purpose of influencing in any way the action of such Corporation,makes,passes,utters,or publishes any statement,knowing the same to be false;or V uW Whoever,for the purpose of influencing in any way the section of such Corporation,utters,forges.or counterfeits any Instrument,paper,or document,or utters.publishes,or passes as true any instrument,paper,or document,knowing it to have been uttered,forged,or counterfeited,or willfully overvalues any security,asset,or income,of any institution insured or applying for insurance by said Corporation— Shall be fined not more than S5,000 or imprisoned not more than two years.or both. Section 1014. Loan and credit applications generally;renewals and discounts;crop Insurance Whoever knowingly makes any false statement or report,or willfully overvalues any land,property or security,for the 110 purpose of influencing in any way the action of the Reconstruction Finance Corporation,Farm Credit Administration,Federal Crop Insurance Corporation,Farmers'Home Corporation,the Secretary of Agriculture acting through the Farmers'Home Administration,any Farm Credit Bank,production credit association,agricultural credit association,bank for cooperatives,or any division,officer,or employee thereof.or of any regional agricultural credit corporation established pursuant to law,or of the National Agricultural Credit Corporation,a Federal land bank,a Federal laid bank association,a Federal Reserve bank,a small business investment company,a Federal credit union.an insured State-chartered credit union,any institution the accounts of which are insured by the Federal Deposit Insurance Corporation,the Federal I tome Loan Bank System,the Federal Deposit Insurance r✓ Corporation,the Resolution Trust Corporation.the Farm Credit Insurance Corporation,or the National Credit Union Administration Board,upon any application,advance,discount.purchase,purchase agreement,repurchase agreement,commitment,or loan,or any change or extension of any of the same,by renewal,deferment,of action or otherwise,or the acceptance.release,or substitution of security therefor.shall be fined not more than$1,000.000 or Imprisoned nct more than 20 years.or both. Section 1032. Concealment of assets ftom conservator,receiver,or liquidating agent of financial Institution tr Whoever— (1) knowingly conceals or endeavors to conceal an asset or property from the Federal Deposit Insurance Corporation,acting as conservator or receiver or in the Corporat'.on's corporate capacity with respect to any asset acquired or liability Corporation,any conservator appointed by the Comptroller of the Currency or the Director of the Office of Thrift Supervision,or the National Credit Union Administration Board,acting as conservator or liquidating agent; a✓ (2) corruptly impedes or endeavors to impede the functions of such Corporation,Board,or conservator; or (3) corruptly places or endeavors to place an asset or property beyond the reach of such Corporation. Board,or conservator. shall be fined under this title or imprisoned not more than S years,or both. Section 1341. Frauds and swindles Whoever,having devised or Intending to devise any scheme or artifice to defraud,or for obtaining money or property by means of false or fraudulent pretenses,representations,or promises.or to sell,dispose of,loan,exchange.alter,give away. distribute,supply.or furnish or procure for unlawful use any counterfeit or spurious coin,obligation,security,or other article.or anything represented to be intimated or held out to be such counterfeit or spurious article,for the purpose of executing such scheme or artifice or attempting to do so,places In any post office or authorized depository for mail matter.any matter or thing whatever to be sent or delivered by the Postal Service,or takes or receives therefrom,any such matter or thing,or knowingly causes to be delivered by mail according to the direction thereon,or at the place at which it Is to be delivered by the person to whom it is addressed,any such matter or thing,shall be fined not more than$I,000 or Imprisoned not more than five years,or both. If the violation effects a financial institution,such person shall be fined not more than 51,000,000or imprisoned not more than 20 years, or both. Section 1343. Fraud by wire,radio,or television Whoever,have devised or Intending to devise any scheme or artifice to defraud,or for obtaining rnoney or property by means of false or fraudulent pretenses.representations.or promises,transmits or causes to be transmitted by means of wire,radio. or television communication in interstate or foreign commerce,any writings,signs,signals,pictures,or sounds for the purpose of V executing such scheme or artifice,shall be fined not more than$1,000 or imprisoned not more than five years,or both. If the .,W..1 4 w violation affects a financial institution,such person shall be fined not more than$1.000.000 or Imprisoned not more than 20 years, or both. Section 1344. Bank fraud bo Whoever knowingly executes,or attempts to execute,a scheme or artifice- (1) to defraud a financial institutional;or (2) to obtain any or the moneys,funds,credits,assets,securities,or other property owned by,or under the custody or control of,a financial institution,by mearis of false or fraudulent pretenses,representations,or promises; shall be fined not more than$1,OOO.000 or imprisoned not more than 20 years,or both. B. DEFINITIONS yr (1) 'Default'means a failure to comply with the terms of a loan or other obligation to such an extent that the property securing the obligation is foreclosed upon. (2) 'Loss' means: (a) an obligation as to which there Is a continuing legal claim that Is owed to an insured depository institution,or to the federal deposit insurance funds.FSLIC,or to RTC that Is 12 rnonths or more r� delinquent as to principal and interest;or (b) an obligation to pay an outstanding,unsalisfied,final judgment based on any legal theory in favor of any insured depository institution,federal deposit insurance funds,FSLIC,or RTC. (3) 'Substantial loss'means a loss more than$50.000 to the insured depository institution or to the funds maintained by a Federal deposit insurance agency for the protection of depositors. r rr r rW w w w w w a w w s w w a r r r w w w w w w w w w w w r w w r r w r r r r r r w r r w r w w w w w w w w w w w w �g �> 11ti Kifi#i= JVV ;%--t:407-364-0432 Junl' 94 16 : 10 No .011 P .Lt_ GrRAMPARK J MIG s omr VENTME VIA UPS OVE&NI GHT MAIL & FAX -- 310-458-20I0 r 1 TO: Messrs. Shaoul J..Lcvy &'I�onard Fcldm.a 100 Wilshire Blvd., Suite 12:10 Santa Monica, CA 90401 411 RE: h`crtgaZe Lom Secured by 501 'Mail St.. Huntingtcn 13 uIch, i. e ` "Property") LURE No.: c'h1A-94-00,30 Dear Messrs. Levy Feldman: .� At the regtmst of Resolution Trust Corpom6on as R'cc:vc. for Chartcr S:vings Bank, F.S.B. CRTC"), we are pleased to advise you that the RTC his ap.2-oved your application for a firs; mortgage loan (the "L mn") of S779,000 puns+umit to RTC'-,, Seller Financing P:obram for _ Commexcial Real Estate Projwiiec. Phase proviee IMs. Melindi ASaaec with the capital improvement plan within five (5) business Gays from the Elate of this Imter. This intormation is required in fiilaiizing the Capital Impruvcmer-i Escrow Agrcetitent, m-hich is an integral part of the closing documents.. For your i ifc,:oration, Ibis approval is valid through August 1, M4 s+,tb ect to the terms as se--- in the PLircha%e and SO%: Agreement and FitzanCin_r Addcruum. Ext:ns:ons may he granwd at tl-c onim of the. RTC Seller Fir+an%cing Undem—riter Contact in its sore discretion. The loan tams are; as set out in the Purchase 2n4 ,al+. Ap..>--m+.nt ar.,, r;w.-)cir.� Adde..dc...i d:t;d March 29, 1994 entered into betwee- ;of and. P.TC tr cGnt:mion witi'& Oe rcfvmiced Prox ty. The Purchase anti Salle Aorcemem and fiiilancing Add-cord--tr.t e.T[: h1!r in ir-corporated by this reference. Closing shali be is accordance vith :l e I me rnvi:,• m, on! ir. Olie Purchase and Silo Agreement. Please be advised that use of smmdard Porn) RTC See!-!: f)r 1Yis trznsaction is mandatory. These documents are not re-otiab%;- An; c1 ;(:slic�:�s with rc-,Xc: to use of thm documents should be dimeted to RAC Counsel. Y URATIM]G )Dina Venture Ja^,� 9, 1994 A crcedrs C. 1�"sOrLl',a Underwriter cc: Steven H. Smith. RUC Mc,inC% Magae, RTC_ NegoOalor vlf. ndall Flarz-Kunem Charles J. Sip p..%, Midland 56, PJ OS h 61 znr 250 Avs;' -Aum AvENur SNYM id-WA Surm 2050 V'93?3 A10 wW.m 400 U3At333u Demorr. Miciaci%v 48207 WIP--4t Pam-►.. BEACH. VIORIDA 33.101 TrLE:Priok-t: (313) 250-9479 'mmmon: (407) 820-1330 FNC: (313) 250-6049 FAx: (40 7) 820-1337 O�0 GRmmARK/M1G J01NT ENTURE / VIA U S MAIL & FAX -- 213-892-7567 July 7, 1994 Nl Richard P Yang, Esquire RECEIVEU J U L 1 1 1994 1 Quay, Cohen, Kurashi, Yang, Scholtz & Hirano, P A 777 South Figueroa St , 38th Floor Los Angels s, CA 90017-2513 RE Town Sq Iare Retail, 501 Main St , Huntington Beach, CA 92648 1 REOMS #,03256505 !uRr # t_MA-44-0031 Charter Savings Lank (#7251) - In Receivership Dear Mr Yang 1 Thanks for your letter of July 1, 1991 transmitting draft copies of the closing documents for the above-referenced matter I reviewea the documents in accordance with the business aspect of the transaction and concur with the docuir-lents However, the I believe that the seller should be identified as Resolution Trust Corporation as Receiver for Charter Savings Bank, parent 1 company of Charter Service Corp Please coni rm this with RTC Attorney Kendall Flagg- Kunert Additionally, a Capital Improvement Esciow Agreement included with the closing documents I would appreciate your providing me with a copy to review prior to closing As you know, I am required to complete the Loan Closing Fact Sheet and will be requiring insurance, tax and escrow information to complete the form n this regard, please keep me 1 informed of the closing activities I will provide you with an updated copy of the Sheet as new Information becomes available c c Please do not hesitate to let me know if I can assist you in this matter CD Sincerely, r C:k n T r s- _ _ Mercedes C Morella 1 Underwriter cc Steven H Smith, RTC RUC Michael A Sanchez, RTC Sales Center Melinda Magee, RTC Negotiator Kendall Flagg-Kunert RTC Atty ATAIN OFFICE CONTRACT ADmimsTRATION OFFICE ONE CLEARLAKE CENTRE 300 RIVER PLACE 250 AUSTRALIAN AVENUE SOUTH SUITE 2050 SUITE 400 DETROIT MICHIGAN 48207 WEST PALM BEACH FLORIDA 33401 TELEPHONE (313) 259 9479 TELEPHONE (407) 820 1336 FAX (313) 259 6049 1 FAX (407) 820 1337 3a r CLOSING CERTIFICATION OF BUYER'S REPRESENTATIONS AND WARRANTIES In furtherance of that certain Purchase and Sale Agreement, dated as of March_29. 1923 (the "Purchase Agreement") and effective as of the "Closing" as defined therein, Buyer hereby represents and warrants to Seller that the following statements are true, accurate and complete: 0 A. Organizatiot3. If Buyer is a corporation or partnership, Buyer is duly organized, validly existing and in good standing under the laws of the state in which it was organized and is qualified to do business in the jurisdiction in which the Property is located. B. Authority. Each of the persons executing the Purchase + Agreement and any other documents in connection with the Closing (the "Closing Documents") on behalf of Buyer was and is duly authorized to do so. Buyer had and has full right and authority to enter into the Purchase Agreement and all Closing Documents and to consummate the transaction described in the Purchase Agreement. The Purchase Agreement and the Closing Documents constitute valid and legally binding obliga- 0 tions of Buyer and are enforceable against Buyer in accordance with their respective terms. Neither (a) the execution and delivery of the Purchase Agreement nor (b) the execution and delivery of the Closing Documents nor (c) the performance of Buyer's obligations under the Purchase Agreement or under any of the Closing Documents violates, or will violate, any contract or agreement to which Buyer is a party or by 0 which Buyer is otherwise bound. C. Litigation. There are no actions, suits, claims or other proceedings (collectively, "Litigation") pending or (to the best of Buyer's knowledge) contemplated or threatened against Buyer that could affect Buyer's ability to perform its obligations when and as required under the terms of the Purchase Agreement or any of the Closing Documents. D. Financial Ability. Buyer has sufficient funds available to it to fund the payment of the "Cash Portion of the Purchase Price" (as defined in the Purchase Agreement) at Closing. E. Disclosures. Neither Buyer nor any Affiliate of Buyer is a Prohibited Buyer. "Prohibited Buyer" means any person or entity (i) to whom a transfer or assignment of any interest in the Property by Seller would not be permitted pursuant to the Comprehensive Thrift and Bank Fraud Prosecution and Taxpayer Recovery Act of 1990, Pub. L. No. 101- 647, Title XXV, S 2500 St seq. , 104 Stat 4859 (1990) , and the rules and regulations promulgated thereunder, or (ii) who or which has any conflict or the appearance of any conflict with the Resolution Trust Corporation, the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, the Office of Thrift Supervision or any similar or successor entity. "Affiliate" means any person or entity who or which Controls or is Controlled by Myr, or is Controlled h 61 �nT California Standard Formr?�r�e kQi9H�iHnFl Closing Certification (Buyer) y," Afli Prepared July 7, 1993 1 �IV313 A ji3 03Ar333)1 .4 r by the same persons or entities as Buyer. "control" means (i) being a director or officer of a Controlled corporation, a general partner of a Controlled partnership, or a trustee of a Controlled trust, (ii) owning or controlling, directly or indirectly, any equity or beneficial r interests in a Controlled corporation, partnership or trust that is not Publicly Held, or (iii) owning or controlling, directly or indirectly, more than five percent (5%) of the equity or beneficial interests in a Controlled corporation, partnership or trust that is Publicly Held. A 91publioiy Hold" corporation, partnership or trust is one in which there are more than one hundred (100) shareholders, partners or beneficiaries. r Any term in this Closing Certification bearing initial capital letters but not otherwise defined herein shall have the definition ascribed to such term under the Purchase Agreement. "Buyer" r Sol MAIN, INC. A California Corporation By: Name: LEONARD FELDMAN Title: President By: Name: SHAOUL LEVY f Title: Vice-President/Secretary California Standard Form Closing Certification (Buyer) Prepared July 7, 1993 2 r `J: 11 NA a 0-" CLOSWG CERTIFICATION OF SELLER'S REPRESENTATIONS AND WARRANTMS r In furtherance of that certain Purchase and Sale Agreement, dated as of March 29. 1994 (the "Purchase Agreement") and effective as of the "Closing" as defined therein, Seller hereby represents and warrants to Buyer that the following statements are true, accurate and complete: 10 Seller represents and warrants to Buyer that, as of the Closing, each of the persons executing the Purchase Agreement and any other documents executed and delivered in connection with the Closing (the "Closing Documents") on behalf of Seller was and is duly authorized to do so, Seller has full right and authority to enter into this Agreement 'and the Closing Documents and to consummate the transaction described in the Purchase Agreement, and the Purchase Agreement and each of the Closing Documents constitutes the valid and legally binding obligation of Seller, and is enforceable against Seller in accordance with its respective terms, subject to applicable laws, rules and regulations. r "Seller" CFARTER SERVICE CORPORATION, a wholly-owned Subsidiary of c TFE RESOLUTION TRUST CORPORATION r r at Receiver for ca Charter Savings Bank, f.o.b. m G { rn By: _�"y o Its: �1' �._.. r• 10 r r California Standard Form Closing Certification (Seller) Prepared July 7, 1993 1 04 I c:rj RTC AFFIDAVIT STATE OF CALIFORNIA } COUNTY OF ORANGE } The Undersigned, on behalf of Charters Service Corporation, a wholly- owned Subsidiary of the Resolution Trust Corporation, as Receiver of Charter Savings Bank, f.o.b. ("Owner") , being duly sworn, hereby says as follows: 1. The sale of the real property commonly known as: 501 Main Street, Huntington ,Beach, CA__92648 (the "Property") , as more particu- larly described in the Preliminary Title Report (the "Title Evidence") issued by Commonwealth Land Title Company (the "Title Company") , as of March29 , 1994, has been duly authorized by all requisite corporate and other action. 2. The Undersigned is duly authorized to execute documents on behalf of Owner in order to sell or convey the Property, and provide seller financing (if applicable) , substantially in accordance with the , terms of the Auction Real Estate Sales Contract and Escrow Instructions, dated March 29. 1949 (the "Contract") between Owner and .501 Main,, Inc. , a California Corporation ("Buyer") . 3. No person known to Owner is entitled to occupy the Property except pursuant to leases or rental agreements listed in Exhibit A attached hereto or previously disclosed to Buyer or Title Company. 4. To the best of Owner's knowledge, all improvements to the Property have been completed; and all labor, services and materials supplied to the Property for improvements, fixtures and furnishings at ' the request of Owner have been paid in full EXCEPT: (None) 5. All real property taxes and assessments lawfully due and payable which could (and/or has) become a lien against the Property have been paid in full. 6. Owner is not a "foreign person" as that term is defined in Section 1449 of the Internal Revenue Code, as amended. This Affidavit is given on behalf of Owner in order to induce Title Company to issue an Owner's Policy of Title Insurance and required endorsements. 5st u QS CagoiukSundudFarm �117:'ti3"] H3l`3'lliNflH KTC utad.vs 3 Z w PrcW,d 02/12193 V V 313 1 3 03AI33 r E Signed this 228th day of October, 1994. r VH__ARTgR SERVICE CORPORATION, a wholly—owned Subsidiary of THE RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank, f.s.b. By: AAS"_ - Name: y 1xf p'4'ea Title: _ vim✓,r"�'`r� Sworn and subs ribed r me this 2b day of October, 1994. Notary Publ c or th 5 a e of California, Count ofOrange. My mmission Expir Z 2 , 1996 EtQABEM D.ROGERS 001MY Comm.#10MM Notary Pubic—Caifomia ORANGECOUN7Y ' Comm.ExOos FES 21.IM 10 C"n"Sundud Pam RTC Afl'i&A Y:e�uced GQI1?l93 2 r W EXHIBIT DESCRIPTION OF LEASES AND RENTAL AGREEMENTS W [See, Rent-Roll of Leases and Tenancies, Attached & Following] r t CaTJareia Sundud Pam RTC AMO&A hm"OV12.93 3 W Legal Des. rintfon W PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 24122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. ■ r LEASES, LEASE DEPOSITS AND GUARAMDO Apt No., Suite Tenant's Name Approx. Current Lease Lease Current Lease Security No. or Address Size Gross Com- Expiration Option Period Deposit (Square Monthly mencement Date Amount (S) Feet) Rent (S) Date #F Annie's Nail 875 $I,268.75 12-16-1991 1996 $1,229.60 #G Montgomery Jewelers 865 $1,254.25 06-06-1992 2002 $1,254.25 aH Huntington National 1981 $3,169.60 12-13-1991 1996 $3,369.20 33 01IR CERTIFICATION OF NONFOREIGN STATUS OF $01 MAIN, INC. + A California Corporation 501 MAIN. -INC, , a California Corporation ("Borrower") , is or will be the owner of that certain real property located in the County of Orange, State of California and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference. Borrower is the "Trustor" under that certain Consolidated Deed of Trust of even date herewith with respect to all or a portion of the Property, executed in favor of CHARTER SERVICE .COgPORATIOU, a wholly--owned Subsidiary of the RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, F.S.B. ("Charter/RTC") , as Beneficiary. Capitalized terms not otherwise defined herein shall have the meaning given in the promissory note (the "Note") dated this date between Charter/RTC and Borrower. Section 1445 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") and Section 18805 of the California Revenue and Taxation Code provide that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform Escrowholder, Commonwealth-Land Title Company, and Lender that with-holding of tax will not be required in the event of any disposition of the Property pursuant to the powers of sale contained in the Consolidated Deed of Trust, the undersigned No hereby certifies the following: 1. Borrower is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Internal Revenue Code and the regulations promulgated thereunder; r 2. Borrower's employer identification number is 95- 4469448; and 3. Borrower's office address is: 5,01 Main. Inc. , c/o Mr. Shaoul J. Levy, 100 Wilshire Boulevard, Suite 1230, Santa No Monica, California 90401. It is understood that this certificate may be disclosed to the Internal Revenue Service and the California Franchise Tax Board and that any false statement contained herein could be punished by fine, imprisonment, or both. go No 56� �� CS ............................................................ .r...%...i.—.. Vt�?l3 JlltJ e rg.d11—P g A. Q3 1333L r Under penalties of perjury I declare that I have examined the foregoing certification and to the best of my knowledge and belief it is true, correct and complete. Dated as of:October , 1994. 501 MAIN, INC. A calif o nia Corporation By: By: Name: LEONARD FELDMAN Name: SHAOUL LEVY Title: President Title: Vice-President/Secretary r MP J o.w 4d s..w..t.sr.. pie r EXHIBIT "A" LEGAL DESCRIPTION OF 501 Main Street PROPERTY r The land referred to herein is situated in the State of California, County of orange, and is described as follows: w [See, Legal Description, Attached & Following] W V V W W V EXHIBIT "A" Page 1 of 1 rr r Legal Description to PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet w PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. w+ s w rTM.r 10% h�;t-k i A L CERTIFICATION BY PROPOSED P IR HASER TO CONMELY WITH 12 CFR PART 1620 W This certification is given in connection with the proposed purchase of certain assets ("the assets") by the Proposed Purchaser (identified below) from the Resolution Trust Corporation ("RTC") in its corporate, receivership and/or conservatorship capacities, and/or from any subsidiary or other affiliated entity thereof. The undersigned has received a copy of, and has read, 12 CFR Part 1620. The undersigned hereby certifies that none of the restrictions set forth in 12 CFR Part 1620 would apply to the sale of any of the assets to the Proposed Purchaser. In signing this certification, the undersigned represents and warrants that he or she has the authority to execute this certification on behalf of the Proposed Purchaser. The undersigned also warrants that this certification is true and correct. Proposed Purchaser: 501 MAIN, WC. A California Corporation By: eZ;L�� Name: LEONARD FELDMAN Title: President By: Name: SHAOUL LEVY Title: Vice-President/Secretary Z"w�. i� c Dated: October 27 , 1994us My pier v NOTICE: Any purchaser or rtpresentative who knowingly or willfully makes false or fraudulent statements or representations will be referred to the Office of Inspector General and/or the appropriate law enforcement orficlals for Investigation and legal enforcement, and may be subject to nines and/or imprisonment (see, e.g., 18 LISC Sections I001, 1007, 1014, 1621). rw ----------------------- *.............. •......... pwcrw by h.^a ra mw 13 CAL p7u • ALL-PURPOSE ACKNOWLEDGMENT • State of California i • ' County of 1-65 0AJ6r,6dE5 SS ' On /D — �71'7— before me (DATE) (NOTARY) ' personally appeared L/�6A1AAd &L&,QN 40 / 5'/aA0(t L Lev Y 1 SIGNER(S) ' n�Ailly riowi t;, -ffte - OR- IT—proved to me on the basis of satisfactory • evidence to be the person(s) whose name(s) ' ;.g'/are subscribed to the within instrument and ' • acknowledged to me that laekbo they executed • I the same in h4&9+ef/their authorized I • capacity(ies) and that by l .rAheir I J MADDOX MARY signature(s) on the instrument the person(s) . COMM #960225 NWARII pueuc CALIFORNIA or the entity upon behalf of which the • My Coommm EEvir s mar COUNTY ANGELES i 996 'person(s) acted executed the instrument ' � I • 1 WITNESS my hand and official seal • • • �7AY S SIGNATURE • 1 ! ' OPTIONAL INFORMATION ' The information below is not required by law However it could prevent fraudulent attachment of this aclalowl • edgment to an unauthorized document • • ' CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT ' !• ❑�yINDIVIDUAL ' L�J CORPORATE OFFICER //Zl_S �t-,d Aa U/L'P �:S SAC n TITLE OR TY E DOC MENT ' f TITL (S) • ' C�PARTNER(S) oZ C]✓�. P � l6 ! • ❑ ATTORNEY IN FACT • ' ❑ TRUSTEE(S) Uf 9��(� NUMBER OF PAGES ' • ❑ GUARDIAN/CONSERVATOR ,ELk' C,q�� 2' • • I ❑ OTHER EXpi�S aAn�� 0 ! DATE OF DOCUMENT ! SIGNER IS REPRESENTING ! . NAME OF PERSON(S)OR ENTITY(IES) OTHER • Le.4domp 0.46mo.0.9dow.0.11000.0.0000W._._. APA 1/94 VALLEY SIERRA 800 362 3369 No A'ITACILMEN'T 1 PART I620-RESTRICTIONS ON SALE OF ASSETS BY THE RESOLUTION TRUST CORPORATION rr Sec. 1620.1 Purpose and scope. 1620.2 Definitions. 1620.3 Restrictions on the sale of assets by the RTC in conjunction with a loan or extension of credit. w 1620.4 Restrictions on the We of assets by the RTC regardless of the method of financing. 1620.5 Independent determination of eligibility for seller financing. 1620.6 Certain asset sales unaffected by this part. 1620.7 Certification required. Authority: 12 U.S.C. 144la(b)(12)and {f) $ 1620.I Purpose and scope. (a) The Resolution Trust Corporation is prohibited from selling assets that were or are held iw by savings associations that have been placed under the conservatorship or receivership of the Resolution Trust Corporation to certain persons who profited or engaged in wrongdoing at the expense of those savings associations, or seriously mismanaged those savings associations. (b) The restrictions of this part generally apply only when there is a connection between a savings association that now holds or formerly held one or mare assets, and the prospective purchaser whose bo conduct injured that specific savings association. The restrictions apply even though the assets are no longer owned by the savings association that the prospective purchaser injured. Provided, That, unless the RTC determines otherwise, the restrictions shall not apply to sales of securities backed by pools of assets which may include assets of such savings association. Except as specified, this part does not establish a general prohibition against the sale of assets of savings associations under the control of the Resolution Trust Corporation to a prospective purchaser who may have injured one or more savings associations other than the savings association(s) whose assets the %0 purchaser seeks to purchase. ii 1620.2 Definitions. (a) Corporation means the Resolution Trt st Corporation in its corporate capacity. u/ (b) Key official means a management official, managing or general partner, or director of an entity,or an individual who.acting individually or in concert with one or more entities or individuals,owns or controls 25 percent or more of the ownership of an entity.or otherwise controls the entity's management or policies. (c) Management official means an individual within an organization who has substantial responsibility for the direction and control of the organization's policies and operations. v (d) Person includes an individual,or an entity with a legally independent existence,including, without limitation,a trustee; the beneficiary of at least a 25 percent share of the proceeds of a trust; a partnership; a corporation; an association; a society;or other organization or institution. ------.----------------------------------------------- 0VW&W W ko (e) RTC means the Resolution Trust Corporation as corporation, as conservator, or as receiver, as the context indicates. 11,E 11620.3 Restrictions on the sale of assets by the RTC in conjunction with a loan or extension of credit. (a) Neither the Corporation, nor a savings association that is tinder the conservatorship or receivership of the RTC, may, in selling one or more assets of any savings association that was or is under the conservatorship or receivership of the RTC,provide a loan, advance, or other extension of credit, to a person if- w (1) That person, or a key official of that person, has defaulted, or has been a key official of a partnership or a corporation which defaulted, on on:or more obligations to any savings association; and (2) The person or its key official has been determined by a court or administrative rr tribunal to have engaged in, or is subject to a pending judicial er administrative action brought by the RTC or a component of the government of the United States or of any state alleging fraudulent activity in connection with any such obligation. (b) It shall be a violation of paragraph (a) of this section for a person under such circumstances to purchase, using a loan,advance, or other extension of credit provided by the Corporation or such �1r savings association, one or more assets of a subject savings association. (c) For purposes of paragraph (a) of this section, a person or its key official is considered to have defaulted on an obligation only if the person or its key official has failed to comply with the terms of the loan or other obligation to such an extent that the property securing the obligation is foreclosed upon. Paragraph (a)of this section does not apply to the failure to satisfy an unsecured obligation. (d) The restrictions in paragraph(a)of this section do not apply if the sale or transfer of an asset resolves or settles, or is part of the resolution or settlement of, obligations owed by the person or its key official(s) to the savings association whose assets are being sold, or to the Corporation. ¢ 1620.4 Restrictions on the sale of assets by the RTC regardless of the method of Cnancing. W (a) Neither the Corporation, nor a savings association that is under its conservatorship or receivership, may sell one or more assets of a savings association that was or is under the conservatorship or receivership of the RTC, to any person if the person or any key official of that person— (1) Has participated,as an officer or director of the same savings association,or of rr an affiliate of that savings association,in a material way in one or more transaction(s)that resulted in an aggregate loss of more than $50,000 to that savings association, taking into account any net proceeds from the sale of collateral; or (2) Has been removed from. or prohibited from participating in the affairs of. the savings association whose asset(s)is(are)being sold,pursuant to any final enforcement action by a Federal banking w agency (defined at 12 U.S.C. 1813(q));or (3) Has demonstrated a pattern or practice of defalcation regarding obligations to the savings association whose asset(s) is (are) being sold. ...................................................... .0 1 zu (b) The restrictions of paragraphs (a)(1)and(a)(3)of this section shall not apply if the We or transfer of an asset resolves or settles, or is part of the resolution or settlement of, obligations owed by the person or its key official(s)to the savings association whose assets are being sold,or to the Corporation. (c) For purposes of paragraph(a)of this section. "affiliate' is defined as any company that controls, is controlled by, or is under common control with, another company. Control shall be defined as it is defined in 12 U.S.C. 184 l(a)(2)on August 20, 1992. (d) For purposes of paragraph (a) of this section, a "loss" is a net loss where a savings ,r association has written off a receivable,either because it was required to do so by an examiner, auditor or regulator, or elected to write off the receivable using applicable accounting principles. (e) For purposes of paragraph (a)of this section, an individual or entity has participated in a material way in a transaction that caused a loss to a savings association if the individual or entity: r� (1) Has been found in a fatal determination by a court or administrative tribunal,or is alleged in a judicial or administrative action brought by the RTC or by any component of the government of the United States or of any State-- (i) To have violated any law, regulation, or order issued by a Federal banking agency, or breached or defaulted on a written agreement with a Federal banking agency, or breached a written rr agreement with a savings association; or (ii) To have engaged in an unsafe or unsound practice in conducting the affairs of the savings association;or (iii) To have breached a fiduciary duty owed to that savings association; or ar (2) Is in default on a written agreement(including.but not limited to,a contract for goods or services, note, deed of trust, mortgage, loan agreement) with a savings association. M For purposes of paragraph (a) of this section, a person or its key official shall have demonstrated a pattern or practice of defalcation regarding obligations to a savings association if the person or key w official has engaged in any or all of the following: (1) The person or key official his defaulted on more than one obligation to pay principal or interest to the savings association, and the savings association or its successor has continuing legal claims based upon these defaults in an aggregate amount in excess of$50.000;or r► (2) The person or key official has engaged in more than one act that was intended to cause a loss to the savings association; or (3) The person or key official, as a borrower, entered into more than one loan agreement with the savings association,the making of which was an unsafe or unsound action of the association on the basis of facts that the borrower knew or should have known, and the borrower def3ulted on the loans in the VAO aggregate amount of S50,000 or more. (g) For purposes of paragraphs (e) and (0 of this section, the term "default' means a delinquency of 90 or more days as to payment of principal or interest;or the failure to comply with the terms and conditions of a contract or other written agreement, other than a loan or advance. rr ...................................................... -0 , W cwdw. rr P.—+r ....tst.P.a.,00 W r (h) It shall be a violation of this part for a•ty person to purchase an asset that the RTC or a savings association under its conservatorship or receivership is prohibited from selling to that person if circumstanc- es exist that would cause any of the restrictions enumerated in paragraph (a)of this section to apply. r ¢ 1620.5 Independent determination of eligibility for seller financing. The ability of an officer to certify that none of the restrictions set forth in this part is applicable, does not create any right to obtain a loan or advance by or through the RTC or a savings association under its conservatorship or receivership,or remove the right of the RTC to make an independent determination,based upon w all relevant facts of the offeror's financial condition and history,of the offeror's eligibility to receive such loan or advance. $ 1620.6 Certain asset sales unaffected by this part. The effectiveness of this part shall not be grounds for rescission or revocation of the sale of one or more assets, or the withholding of seller financing by the RTC, if a legally enforceable contract of We and/or agreement for seller financing was in effect prior to August 20, 1992. 91620.7 Certification required. The Corporation,or a savings association under its conservatorship or receivership, may not sell w any asset, and no person shall buy any asset from the RTC or a savings association under its conservatorship or receivership, unless the person shall have certified, under penalty or perjury, with notice that a false certification may lead to punishment under IS U.S.C. 1001 and 18 U.S.C. 1621, that none of the above restrictions applies to the sale of that asset. Provided that, the RTC may in its discretion permit a person to make an offer to purchase one or more assets, and may accept such offer, despite the inability to so certify, if the person acknowledges the inability to certify and submits a bona We offer to cure any existing amounts owed to the RTC or the relevant Mr association in conjunction with the sale of the asset(s). v v .... .................................................. A yr P-Pwdr u c.f.1-IM 60 COLLECTION POLICY CERTIFICATION BY PROPOSED PURCHASER This Certification is given in connection with the proposed purchase of certain assets(the'Assets'-this includes the assets of institutions or their subsidiaries) by the undersigned from the Resolution Trust Corporation ('RTC') In its corporate, receivership and/or conservatorship capacities.and/or from any subsidiary or other affiliated entity thereof, 'no undersigned specifically acknowledges that Interpretations of commonly asked questions regarding the Collection Policy are provided through Commonly Asked Questions And Answers Regarding the RTC's Collection Policy('Q&A'). Further,the undersigned has been specifically informed that all Q&A's addressing the Collection Policy are available to the public through any RTC Public Reading Room,including the RTC Public Reading Room at the headquarters located at 801 17th St.,N.W.,Washington,D.C.20434. For purposes of this Certification,Obligation means one or more continuing legal claims for payment by the RTC,the Federal Deposit Insurance Corporation('FDIC'),or the Federal Savings and Loan Insuranc:Corporation('FSLIC'),in any of their capacities,having an aggregate outstanding amount due of s500.000 or more. A Default on an Obligation exists(a)where any payment is 90 or more days past due, or (b) where a final judgment is unsatisfied. An Affiliatrd Business Entity means a business organization(e.g..a corporation,partnership,etc.)that is controlled by the purchaser.controls the purchaser,or is under common control with the purchaser. Where control of the purchaser rests in an individual,the individual is an Affiliated Business Entity. For purposes of this definition, control exists if an individual or entity,directly or indirectly,individually or acting in concert with others,controls the management or policies of the business organization. The undersigned hereby certifies as follows: ko (1) The undersigned is is not XXX a Large Entity Purchaser. If the undersigned Is a Large Entity Purchaser, such status was established by RTC Decision Number Infal and,therefore,the undersigned is subject to the Reasonable Efforts standard as defined in Collection Policy Q&A's. (2) No Default exists with respect to any Obligation of the undersigned or any of its Affiliated Business Entities on the date of this certification. (3) The undersigned has reviewed all entities and individuals having env equity interest in this purchase or otherwise exercising any control over the Potential Purchaser and states(check one of the following): No XXX Potential Purchaser has no Restricted Purchasers,OR Potential Purchaserdoes have Restricted Purchaser(s),however the Potential Purchaser was formed prior to the Restricted Purchaser receiving notice form the RTC of its Restricted Purchaser status,and the Restricted Purchaser has a passive interest(i.e.,an equity interest of less than 5%)and the Restricted Purchascrdoes not constitute an Affiliated Business Entity of the Potential Purchaser. The relationship between the Potential Purchaser and the Restricted Purchaser is fully disclosed in the attached document, and the Potential Purchaser understands that its ability to participate in this RTC sales transaction is No subject to RTC review and approval of the Restricted Purchaser's participation. (4) M No litigation exists between the Potential Purchaser and the RTC, the FDIC. or the FSLIC, in any of their capacities. Litigation does exist between the Potential Purchaser and the RTC,the FDIC,or the FSLIC,in any of their capacities,and a full disclosure of such litigation is attached and has also been forwarded for asset purchase eligibility, review to the Washington D.C. Office of Case Management and Program Compliance,801 17th St..N.W..Washington,D.C. 20434. (5) The undersigned has no reason to believe that it is purchasing the Assets on behalf of,or for resale to an entity which would, if it were purchasing the Assets dirwJy, be unable to make the Certifications directly. (The Certification outlined in this paragraph is not required from underwriters in an initial offering of securities backed by a pool of Assets assembled by RTC.I In signing this Certification,I represent and warrant that I have the authoriy to execute this certification on behalf of the undersigned entity. I further certify that the above certification is true and correct. Proposed Purchaser: $01 MAIN,MC. A California Corporation By: Zn4,�111k�—,---� Name: LEONARD FELDMAN Title: �President--.—.----. By;,_��yr Name: SHAOUL LEVY Title: Vice-President wo NOTICE: Any purchaser who knowingly or willfully makes false or fraudulent statements or representations In connection with the disclosures or certifications will be referred to the Office of Inspector General and/or the appropriate law enforcement officials for investigations and Iegal enforcement,and may be subject to fines and/or imprisonment (18 U.S.C. Sections 1001, 1007, and 1014). �r 3'q I o r1n Srj.uof'f— w Commonwealth Land Title Company 200 West Santa Ana Boulevard Santa Ana, California 92701 (714)835-8511 TITLE DEPARWENT FAX NO.(714)835-0513 Issuing Policies or ® Commonwealth, Land Title Insurance Company Commonwealth Land 801 North Brand Pr .�f� I X V aar Glendale, California 9 1? u 3 Attn: Bonnie F:A Your Ref: 22104 Our No: 701693-P Title Officer: LINDA RUGG PREMfINARY REPORT Dated as of March 29, 1994 at 7:30 A.M. In response to the above referenced application for a policy of title insurance, Commonwealth Land Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in rAbibit A attached. Copies of the Policy forms should be read. They are available from the office which issued this report. This report (and any supplements or amendments hereto) is issued solely for the purpose of so facilitating the issuance of a policy of title insurance and no liability is assumed hereby. if it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. R".L'1HI1.4nK j A11ll V`+313 Ail] pat t33311 W cLTA Pretiminary Report Form r 701693 Page 2 w SCHEDULE A The form of policy of title insurance contemplated by this report is: An ALTA Loan Policy ALTA Residential Policy The estate or interest in the land hereinafter described or referred to covered by this report is: A FEE as to Parcel A; THE EASEMENT more particularly described as Parcels B, C and D Title to said estate or interest at the date hereof is vested in: Charter Service Corporation The land referred to in this Report is situated in the State of California, County of Orange, City of Huntington Beach and is described as follows: SEE EXHIBIT "I" ATTACHED HERETO AND MADE A PART HEREOF V Y/ CLTA Pretiminary Report Form r 701693 Page 3 W EXMIT "I" PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. I4122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square rocorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded tune 14, 1990, as Instrument No. 90-316351, Official Records. w PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. rr W CLTA Preliminary Report Form 701693 Page 4 SCHEDULE B At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions in said policy form would be as follows: A. General and special takes for the fiscal year 1993-1994 have been paid. Total: $10,372.14 First Installment: 5,186.07 Second Installment: 5,186.07 Homeowners' Fxemption: $none W Code: Gt 035 Parcel: 024 133 41 13. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq. of the Revenue and Taxation Code of the State of California. to 1. Covenants, conditions and restrictions (deleting therefrom any restrictions based on race, color or creed) as set forth in the document Recorded: in book 115, page 333, Deeds w 2. Covenants, conditions and restrictions (deleting therefrom any restrictions based on race, color or creed) as set forth in the document Recorded: in book 385, page 139, Deeds rr 3. Covenants, conditions and restrictions (deleting therefrom any restrictions based on race, color or creed) as set forth in the document Recorded: as Instrument No. 89-033713, Official Records No Said covenants, conditions and restrictions provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value. 4. Covenants, conditions and restrictions (deleting therefrom any restrictions based on w+ race, color or creed) as set forth in the document Recorded: as Instrument No. 89-033714, Official Records �r CLIA Preliminary Report Form 701693 Page 5 Said covenants, conditions and restrictions provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value. 5. A deed of trust to secure performance under an agreement referred to therein Dated: January 18, 1989 Trustor: Mola Development Corporation, a California corporation Trustee: First American Title Insurance Company Beneficiary: The Redevelopment Agency of the City of Huntington Beach Recorded: January 19, 1989, as Instrument No. 89-033715, Official W Records Affects: The herein described land and other land An agreement which states that this instrument was subordinated bo To: covenants, conditions and restrictions shown in Item No. 7 Recorded: - July 26, 1989, as Instrument No. 89-395282, Official Records By agreement to Executed by: The Redevelopment Agency of the City of Huntington Beach, a public agency Recorded: July 26, 1989, as Instrument No. 89-395282, Official Records Q An agreement which states that this instrument was subordinated To: Notice of Addition of Territory and Supplemental Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square Condominiums, shown in Item No. rr 7 Recorded: March 16, 1990, as Instrument No. 90-141809, Official Records By agreement %+ Executed by: The Redevelopment Agency of the City of Huntington Beach, a public agency Recorded: March 16, 1990, as Instrument No. 90-141809, Official Records An agreement which states that this instrument was subordinated To: The document entitled "Parking Use and Maintenance 4 CLTA Preliminary Report Form 701693 Inge 6 Agreement for Town Square Condominium and Retail Area% shown in Item No. 10 Recorded: June 14, 1990, as Instrument No. 90-316351, Official Records Iiy agreement Executed by: The Redevelopment Agency of the City of Huntington Beach, a public agency Recorded: June 14, 1990, as Instrument No. 90-316351, Official Records A substitution of trustee under said deed of trust which names as the substituted trustee, the following Trustee: The Redevelopment Agency of the City of Huntington Beach Recorded: January 4, 1990, as Instrument No. 90-006489, Official Records If the above-mentioned deed of trust has been paid, or will be paid prior to or at close of escrow, this Company will require the original note, deed of trust and signed request for reconveyance, or the executed full reconveyance for said deed of trust, prior to closing. If you cannot obtain these documents, please contact us. +W Should the demand for the above Deed of Trust be prepared by a collection company, it will be necessary to have all beneficiaries acknowledge their approval by giving their written consent on the demand. 6. An easement for the purpose shown below and rights incidental thereto as set forth in document Granted to: Southern California Edison Company Purpose: underground utilities with above-ground appurtenant fixtures NO Recorded: as Instrument No. 89-103373, Official Records Affects: a portion of said land, as shown on Exhibit "A" attached thereto 7. Covenants, conditions, restrictions, provisions (deleting therefrom any restrictions based upon race, color or creed), easements, assessments, liens and charges as set forth in a Declaration of Restrictions Recorded: as Instrument No. 89-395282, Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value. CLTA Preliminary Report Form 701693 Page 7 Said instrument also provides for the levy of assessments, the lien of which are stated to be subordinate to the lien of a first mortgage or first deed of trust made in good faith and for value. itiodification(s) of said covenants, conditions and restrictions Recorded: as Instrument No. 89-141809, Official Records S. Easement, for ingress, egress, pipeline, or public utilities, and incidental purposes, as disclosed by instruments of record, affecting only the "Common Area." o, The effect of a Condominium Plan (for Lot 1 of Tract No. 14122) recorded March 16, 1990, as Instrument No. 90-141810, Official Records. Reference is made to said document for full particulars. 10. The terms and conditions of that certain Parkin; Use and Maintenance f.greement for Town Square Condominiums and Retail Area, executed by and between Mola Development Corporation, a California corporation and Town Square Condominium Owners Association, a California Nonprofit Mutual Benefit Corporation, recorded June 14, 1990, as Instrument No. 90-316351, Official Records. Reference is made to said document for full particulars. 11. This Company will require a corporate resolution of the board of directors from the corporations) vested herein, authorizing this transaction and the execration of the documents �+ necessary to complete it in accordance with instructions given to the Company. PAYOFF INFORMATION Note No. 1: AS OF JANUARY 1, 1990, CHAPTER 598, CALIFORNIA STATUTES OF W 1989, (AB 512; INSURANCE CODE SECTION 12413.1) BECOMES EFFECTIVE. THE LAW REQUIRES THAT ALL FUNDS BE DEPOSITED AND AVAILABLE FOR WITHDRAWAL BY THE TITLE ENTITY'S ESCROW OR SUBESCROW ACCOUNT PRIOR TO DISBURSEMENT OF ANY FUNDS. %0 ONLY CASH OR WIRED FUNDS CAN BE GIVEN IMMEDIATE AVAILABILITY UPON DEPOSIT. CASHIER'S CHECKS, TELLER'S CHECKS AND CERTIFIED CHECKS MAY BE AVAILABLE ONE BUSINESS DAY AFTER DEPOSIT. ALL OTHER FUNDS SUCH AS PERSONAL, CORPORATE OR PARTNERSHIP CHECKS AND DRAFTS MAY CAUSE MATERIAL DELAYS IN DISBURSEMENT OF FUNDS ON THIS ORDER. CLTA Preliminary Report Form 701693 Page 8 w IN ORDER TO AVOID DELAYS, ALL FUNDING SHOULD BE WIRE TRANSFERRED. OUTGOING WIRE TRANSFERS WILL NOT BE AUTHORIZED UNTIL CONFIRMATION OF THE RESPECTIVE INCOMING WIRE TRANSFER OR AVAILABILITY OF DEPOSITED CHECKS. WIRING INFORMATION FOR THIS OFFICE IS AS FOLLOWS: 1 st Interstate Bank 1018 North Main Street Santa Ana, California 92701 ABA No. 122-000-218 Account No. I80-060-305 PLEASE REFERENCE TITLE ORDER NUMBER AND TITLE OFFICER. Note No. 2: THIS COMPANY DOES REQUIRE CURRENT BENEFICIARY DEMANDS PRIOR TO CLOSING. If the demand is expired and a current demand cannot be obtained, our requirements will be as follows: (a) If this Company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment. This hold will be in addition to the verbal hold the lender may have stipulated. (b) If this Company cannot obtain a verbal update on the demand, we will either pay off the expired demand, or wait for the amended demand, at the discretion of the escrow. wr Note No. 3: This report is incomplete as to the effect of documents, proceedings, liens, decrees, or other matters which do not specifically describe said land, but which, if any do exist, may affect the title or impose liens or encumbrances thereon. This Company will require statement(s) of information from buyer, seller, and/or borrower, in order to complete this report. Note No. 4: The premium for a policy of title insurance, if issued, will be based on 80%. „r LR/jr r.+ wr CLTA Preliminary Report Form r F+ 17 �- �` BLK. 5 05 y UAW ca NoS ,. PSE a 14 0 2' 20� `o�° TRACT ��.. 3�E'�� '� • PROJECT SJ7-1975- 4-??b 'r j rj �'7 / j7�' 17 ,C12 LOTS 1 4 ? ' ♦J6 // / 1308 .0C. - 31 30 > J �33 No. 14122 134 , Jt 00 r iso !RA V T c /t. *ia• L/ '., 3.:.w_ ;, .w 6• s. x7 LOT B rnaY 10/♦c''' Q ♦��? �� ,,,. OLf1 e v ��'~ 32 9/ �', 38 ya fi sf se .o• 18 17 „ 16 15 „s ;, 0Sao so. aasv s «. .. siaa wn•�-w»• •:o�'LOf C a f ' r � ss• S �� - x 4%$5'7 3711 It 12 306 to BEACH NO. 3 29 0 0' 14 r vv •• .. \1) �M�irt '�• " rl 4++1' ► a 1 r 'rVyy r + v ( ✓t r t d t� 1 i t 'f' v+t ilt v� 1,1 y7 I + �ti+rfn t 1 a t L 1 f ki r N {11 1 r. a ( 7y I1 r yi'ty ,yam, v � J f tr r yylf 1� Ir tprtirr �tiL+r.+•k t )� + ) ! J i/ f " , IJr •{tJ ` �40 1 Nf Ali r f 4 -41 r h ' ► 1 r l t i '1 l r A r O• t a % �� r n f e j t 1►' t rr '1 f 1V i t rf 1 {r \ ! � ► a M 2 1 tl ) a y r� r ► f I f Cf w Q ) t t f K �t { t +r I ! t Z t 1 t ► � ¢�'i r � � l t f f r ~ ' f t ^i f r { < ! F i ' f Yr i } J6 r r L i e N t ) 11 1 r a t { • r I Jj n );fir �,.r r t Z f� li"� t i e C Yr h ` A- C,,C) IweA t t St1 v rr . 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'f I1� Y` YJ Ltt} I r ?I la Y, '�It w ' � J r w Commonwealth. !) ® Land Title Company LIST OF PREPRINTED POLICY EXCLUSIONS AND EXCEPTIONS CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY--1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs.anomeyi fees or expense-.which arise by reason of: f. (a)Any taw,ordinance or governmental regulation(including but not limited to building or toning Isws,ordinances,or regulations)restricting,regulating.prohibiting or relating to 0)the occupancy,use,or enjoyment of the land;(ii)the character.dimensions or location of any improvement now or hereafter erected on the land:(iii I a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a pan.or(iv)environmental protection,or the effect of any%iolation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect.lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public mcrxdc at Date of Policy. WAny governmental police power tot excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. V 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which f as occurred prior to Date of policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens•encumbrances,adverse claims or other matters: (a)whether or tot recorded in the public records at Date of policy,but created.suffered.Assumed or agreed to by the insured claimant: (b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date of the insured claimant became an insured under this policy: (c)resulting in no loss or damage to the insured claimant: V (d)atta:hing or created subsequent to Date of Policy or. (e)resulting in Ions or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforeeability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with the applicable doing business laws of the state in which the land is situated. 3. Invalidity or unenforceability of the lien of the insured mortgage,or claim thereof,which ari ies out of the transaction evidenced by the insured mongage land is based upon usury or any consumer credit protection or truth in lending law. 4. Any claim,which arises out of the transaction vesting in the insured the estate or inrercst insured by This policy or the transaction creating the interest of the insured Yr lender.by reason of the operation of federal bankruptcy,state insolvencv or similar eredito m rights laws. EXCEPTIONS FRO,II COVERAGE(SCHEDULE B-PART 1) This policy dues not insure against loss or damage(and the Company will not pay costs,attorneys fees or expenses)which arise by reason of: I. Taxes or assessments which are not shown as existing liens by the records of any taxing autl-ority that levies taxes or assessmenu on real property or by the public records Procees'ings by a public agency which may result in Taxes or assessments,or notices of such proceedings•whether or not shown by the records of such agency or by the public records. 2. Any fac-.s,rights•interests or claims which are trot shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements,liens or encumbrances,orctaims thereof,which are not shown by the public records. 4. Discrcp•mcies,conflicts in boundary lines,shortage in area,encroachments.or any other facts which a correct survey would disclose,and which arc na shown by the public records. S. (a)Unp tented mining claims:(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water rights,claims or title To water•whether or not the matters excepted under(a),(b)or(c)are shown by the public records. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY(10-17-92) AND AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY(10-17-92) EXCLUSION'S FROM COVERAGE W 1. (a)Any law,ordinance or governmental regulation(including but not limited to building or caning laws,ordimneea,or regulations)restricting,regulating,prohibiting or relating to(i)the occupancy,use,or enjoyment of the land;(ii)the character,dimensions or location of any improvement now or hereafter erected on the land.(iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the Lind is or was a part.or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect.Lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b)Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public retards at Date of Policy. M 2_ Rights cf eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects.liens,encumbrances,adverse claims or other matters: (a)whether or not recorded in the public records at Dale of Policy,but created,suffered,assumed or agreed to by the insured claimant: (b) not known to the Company,not recorded in the public records at Date of Policy,but kru>wn to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date of the insured claimant became an insured under This relicy. (c)resulting in no loss or damage to the insured claimant; W (d)aUa-thing or created subsequent to Date of Policy.or (e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim which arises out of the transaction vesting in the Insured the estate or interest insured by this policy,by reason of the operation of federal bankruptcy.state insolvency,or similar creditors'rights laws,that is based on: (a)the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer,or (b)the transaction creating the estate or interest insured by the policy being deemed a preferential transfer except where the preferential transfcc results from the failure: (i)to timely record the instrument of transfer•or bl (ii)of such recordation In impart notice to a purchaser for value or a judgement or lien creditor. Reliance Form 2214E(4-93) — xaa...r G -Nw..e.Co-"" (Continued on back) 351, w QUAN, COHEN, KUMHASHI. YANG, SCHOLTZ & HIRANO A PROFESSIONAL CORPORATION RICHtiRO K. nuAN ATTORNEYS AT LAW KENNETH P. $-HOLTZ 777 SOUTH FIGUEROA STREET ART14UR 0. COHEN y EILEEY KUR/WASHI THIRTY-EIGHTH FLOOR FACSIMILE RJCHARO F_YANG 2 13 18 9 2.7 5 6 7 RONALD M. HIRANO LOS ANGELES, CALIFORNIA 90017.2913 ELAJN1 J. FOND TELEPHONE 2131002.7550 WdWo 0**d Dial No. 2 1318 S 2- I-Rply.%W T. #12177 r October 6, 1994 r [TITLE INSURANCE REQUIREMENTS - SELLER FINANCED SALE -LEASEHOLD OR FEE] FACSIMILE 4/ Commonwealth Land Title Company 200 West Santa Ana Boulevard Santa Ana, California 92701 Attention: Ms. Linda Rugg, Title Officer Re: SL-7251/Charter Savings Bank Newport Beach, California - In Receivership (6/15/90) Charter Service Corporation. 501 Main Street, Huntington Beach, CA 92648. RTCL #8400/40L. Commonwealth Escrow No. 22104. Title Order No. 701693-P. Dear Ms. Rugg: r The firm captioned above acts as outside counsel ("Outside Counsel") to Charter ServiCt Corpgrglion, a wholly-owned Subsidiary of the Resolution Trust Corporation as Receiver for Charter Savings Bank, f.s.b. ("Seller") in connection with the seller-financed sale of the real property referenced (the "Property") above. By this letter, I am providing you with Seller's request for you, as title insurer,to issue a Lender's Policy of Title Insurance ("Lender's Policy"), in connection with such Sale, meeting the standards, and subject only to those exceptions, described in this letter. I have reviewed that certain Preliminary Title Report, prepared by you, bearing the title order number referenced above and dated effective as of March 29, 1994 (the "Report"). [ars«s:soea"Fwa Ill 3'F{ 3a NJ1�'!1ili(1H Tii.En"wos Ta•o zm w 32 A ti h+"OV12M yu3ir" 1U10 0W33V r QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 2 Attn: Ms. Linda Rugg, Title Officer October 6, 1994 PERMIMP POLIff-EXCEUIONS Seller requests that the Lender's Policy insure the validity and first priority of the lien of the Deed of Trust, �+ subject only to the following exceptions described in the Report: Those matters designated in the Report, Schedule B, pages 4 7, as Items A, B, 1 through 4, and 6 through 10, inclusively, thereof. F.EOUFSTED DELETIONS Seller requests that the following exceptions appearing in the Report be deleted: Those matters designated in the Report, Schedule B, pages 5-6, as Item 5 thereof; '� provided, that Item 5 may be paid off or otherwise released through but no later than the close of Escrow. nnE INSURANCE ]REQUIRENTENTS Seller also requests that the Lender's Policy also meet the following standards: The maximum single risk assumed by any single insurer shall not exceed twenty-five percent (25%)of such insurer's GAAP capital, surplus and general reserves,taken in the aggregate. In the event of multiple insurers,Seller reserves the right to require reinsurance arrangements or co-insurance with other acceptable title insurance companies. In the event of reinsurance or co-insurance, Seller may also require Direct Access Agreements. Each Lender's Policy must be written by a recognized insurer authorized to do business in the jurisdiction where the Property is located. The amount of the Lender's Policy shall be equal to at least the original principal amount shown on the Note. The Lender's Policy must name: 'Charter Service Corporation, a wholly-owned W Subsidiary of the Resolution Trust Corporation,as Receiver for Charter Savings Bank, f.s.b., its successors and assigns", as the insured in Schedule A to the Lender's Policy. The Lender's Policy must be written on the current standard American Land Title Association (ALTA) loan policy form or a similar form pre-approved by Seller. Seller will accept an endorsement in the form of California Land Title Association (CLTA) 104 or an Woraw sdaa"Fars Til.(e W="Tn Mkw PPmp"07//12M W r QUAN, COHEN, KURAHASHt, YANG, SCHOLTZ & HIFiANO Commonwealth Land Title Company Page 3 Attn: Ms. Linda Rugg, Title Officer October 6, 1994 at equivalent endorsement providing the same coverage as CLTA 104; Seller will not accept CLTA 104.1. Seller will accept the 1970 ALTA form of Lender's Policy, or the current standard ALTA form of loan title insurance policy, provided that an acceptable Environmental Protection Lien Endorsement is attached. Seller will accept ALTA Form 8.1 (or the previously issued ALTA Form 8). Part (b) of ALTA Form S.1 (or the previously issued ALTA Form 8) may take exception only for specific state statutes providing for environmental protection liens No which might take priority over the Deed of Trust. Title Insurer must delete any and all standard exceptions for tenants in possession under unrecorded leases, for mechanics' liens and for items sho%;m by a current survey. The effective date of the Lender's Policy must be as of the date (and time, where available) fto of recording of the Deed of Trust. If there are any specific survey exceptions reflected in the Lender's Policy (e.g., encroachments, projections), Title Insurer,must issue affirmative insurance, if available, against loss or damage resulting from the excepted statement of facts. If the Lender's Policy includes any exception for taxes, assessments or other lienable items, it must insure that such taxes, assessments or items are not yet due and payable. All liens, encumbrances, conditions, restrictions or easements of record must be shown on the Lender's Polity, except for any such matter of record(such as a racially restrictive cove- nant) that is legally unenforceable. A Restrictions, Encroachments, Minerals Endorsement (ALTA Form 9) or an equivalent comprehensive endorsement must be included in the Lender's Policy. If ALTA Form 9 is not available and if there are Schedule B-Part I exceptions to easements or rights of way, the Lender's Policy must provide affirmative insurance that there are no encroachments by any improvement onto the easements or rights-of-way, or provide affirmative insurance against loss or damage resulting from such encroachment(s). W If ALTA Form 9 is not available and if there are Schedule B-Part I exceptions to covenants, conditions and/or restrictions,the Lender's Policy must insure that said covenants,conditions and restrictions have not been violated and any future violation will not result in a forfeiture or reversion of title. CWomi.Son&"F«. 796 hWWft.rn=A%kW r QUAN, COHEN, KURAHASHt, YANG, SCHOLTL & HIRANO Commonwealth Land Title Company Page 4 Attn: his. linda Rugg,Title Officer October 6, 1994 Title Insurer shall issue an endorsement insuring that the Property has direct access to, and abuts, a public street. �► Title Insurer shall issue a Usury Endorsement. Seller will determine the acceptability of any Schedule B, Part I exceptions (that are excluded from coverage even though an ALTA Form 9 endorsement,or special endorsement(s) as set out above, have been issued) for (i) encroachments onto the Property or onto easements or 60 rights of way excepted in the Lender's Policy, or encroachments by the improvements on the Property onto adjoining land, (ii)violations of existing covenants, conditions or restrictions, or (iii) other adverse circumstances. Any appurtenant easements (such as access or utility easements) necessary to the operation of the Property should be affirmatively insured by the Lender's Polity as part of the insured description. If Schedule B,Part I indicates the presence of any easements that are not specifically located, the Lender's Policy shall provide affirmative insurance against any loss resulting from a conflict with the current use of the property or improvements or a diminution in value of the %0 improvements due to the easement holder's exercise of such right to use or maintain that easement. The Lender's Policy also must include an endorsement designating the location of the improvements and the land location. Seller will accept CLTA Form 116 or an equivalent form for this purpose. The Lender's Policy must include as an informational note to Schedule A the recorded plat number (and recording information), If any, and the tax assessor parcel number(s), as applicable, for the Property, if such numbers are available in the jurisdiction in which the Property is located. Financing statements showing Seller as secured parry must be shown on Schedule B, Part II, and must not be listed as exceptions on Schedule B, Part I. Any recorded assignment of leases that provides collateral for the Loan must be shown on Schedule B, Part I1, and must not be listed as an exception on Schedule B, Part I. v If the 1997 ALTA form policy, or any policy form containing similar arbitration provisions is used, the Title Insurer must agree that the compulsory arbitration provisions of the Lender's Policy do not apply to any claims by or on behalf of the Seller. Seller will make this arrangement directly with the Title Insurer. to r&.brAT&M TraMakw r QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page S Attn: Ms. Linda Rugg,Title Officer r October 6, 1994 Please acknowledge your receipt of this letter and your agreement to comply with Seller's requests in this latter,by executing and dating the enclosed copy of this letter where indicat-ed and returning the same to me. In addition, please issue such supplemental or restated title reports as may be appropriate. If you have any questions or comments concerning this matter, please call me at the above telephone number. Very truly yours, to QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO f A Professional Corporation L 60 RIC D P. YANG cc; Mr. Randy Herman & Ms. Melina Magee, RTC/Sales Center [Charter Service/Savings Bank] Ms. Kendall Flagg-Kunert, Esq., RTC/Legal Division Ms. Bonnie Fish, Escrow Officer, Commonwealth Land Title Company w [7�G1orn+Suedud Foes T�lewuen Te�seeitbl Pa"M OV12M QUAN COHEN „KURAHASHI, YANG SCHOLTZ Ht HIRANO w %I "j, ' n Commonwealth Land Title Company Page 6 Attn Ms Linda Rugg, Title Officer October 6, 1994 TITLE INSURER'S ACCEPTANCE . Commonwealth Land Title Company, as title insurer, by its authorized representative named below, acknowledges receipt and acceptance of the foregoing letter containing Seller's request concerning the issuance of a Lender's Policy of Title Insurance in connection with the Sale and further agrees to comply with each and all of such requests COMMONWEAL LAND TITLE COMPANY • By Name s LINDA RU@G, itle Officer Its Authorized Representative • Date October , 1994 • • • • CaVo nia Standard Form T U Insurance Tranarrugal Prepared OW12/93 w OVAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO Commonwealth Land Title Company Page 6 Attn: Ms. Lima Rugg,Isle Officer October 6, 1994 TITLE INSURER'S ACCEPTANCE w Commonwealth Land Title Company, as title insurer, by its authorized representative named below, acknowledges receipt and acceptance of the foregoing letter containing Seller's request concerning the issuance of a Lender's Policy of Title Insurance in connection with the Sale and further agrees to comply with each and all of such requests. COlI.'%1O11V 'EALT1I LAND TITLE COMPANY w By: Name: Ms. LINDA RUGG, Title Officer Its Authorized Representative %0 Date: October , 1994 Worms S4edni Farm Ir&bmumom True.m;md rnp.rd VJ12193 W V QUAN, COVEN, KURAIIASIH, YANG, SCIIOLTZ & MRANO A PROFESSIONAL CORPORATION ATTORNEY AT LAW 777 SOUTH FIGUEROA STREET, 38TII FLOOR LOS ANGELES, CALIFORNIA 90017-2513 TELEPHONE (213) 892-7550 1 FACSIMILE (213) 892-7567 FACSIMILE TRANSMISSION INFORMATION PAGE Fabove mile transmission contains PRIVILEGED AND CONFIDEN77AL INFORMATION Q�for the use of the Recipienr(s) named below." If you are not the intend_ ed . of this facsimile, or the employee or agent responsible for delivering it to the recipient, you are hereby not jed that any dissemination or copying of this is strictly prohibited.. If you have received this facsimile in error,�please ely notify us by telephone at.once, and return the original facsimile to us at the dress via the.U.S. Postal Service. -.7hank You for your cooperation. . Our File #: 12177 TO: Ms. Linda Rigg, Title Officer FIR 1 NAME: Commonwealth Land Title Company FAX NUMBER: 714-835-0513 FROM: RTCHARD P. YANG, EM. RE: 501 Main Street, Huntington Beach, CA 92648 Commonwealth Escrow No. 22104 Title Order No. 701693-P MESSAGE: NUMBER OF PAGES TO FOLLOW: six (6) Pages „ (Not including this coversheet) TRANSMISSION DATE & TIME: October 6, 1994 IF YOU DO NOT RECEIVE ALL THE PAGES, PLEASE CALL DANA AT (213) 892-7550 EXT. 1581. 40 10/08/94 14:38 221 213 $92 7567 RnanCohen.et.al. 44 001 bo sssssssssssssssssssssssssss sss ACTIVITY REPORT sss sssssssssssssssssssssssssss TRANSMISSION OK Tl/RI NO. 1186 ITI RICIIARD YANG CON ECTION TEL 917148350513 CONNNTCTI OBI ID "f START TIME 10/06 14:35 USAGE TIME 03*11 PACES 7 RESULT OK W 60 60 uo V qw 310 ISSVID BY RECEIVED f CITY C4[RK Commonwealth. CITY CF LOAN POUCY OF TITLE INSURANCE i KUNTINGTCh i:_Cy,CAUF.' 1 Land Title Insurance Company)I II --ii� r1 t SUBJECT TO THE EXCLUSIONS FROM COVERAG1siUl� AXGEt''l iO��FRdhd COVERAGE CONTAINED IN SCHEDULE B AND ' THE CONDITIONS AND STIPULATIONS,COMMONWEALTH LAND TITLE INSURANCE COMPANY.a Pennsylvania corporation,hcrcin I called the Company,insures,as of Date of Policy shown in Schedule A.against loss or damage,not exceeding the Amount of Insurance stated in Schedule A.sustained or incurred by the insured by reason of; j 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; I 2. Any defect in or lien or encumbrance on the title; I 3. Unmarketability of the title; d. Lack of a right of access to and from the land; 1: S. The invalidity or unenforceability of the tier of the insured mongage upon the title; i 6. The priority of any lien or encumbrance over the lien of the insured mortgage; 7. Lack of priority of the lien of the insured mortgage over any statutory ben for services.labor or material: (a)arising from an improvement or work related to the land which is contracted for or commenced prior to Date of Policy;or(b)arising from an improvement or work related to the land which is contracted for or commenced subsequent to Date of Policy and which is financed in whole or in pan by proceeds of the indebtedness secured by the insured mortgage which at Date of Polity the insured has advanced or �. is obligated to advance; 11. Any assessments for street improvements under construction or completed at Date of Policy not excepted in Schedule B which now have gained or hereafter may gain priority over the lien of the insured mortgage. Y 9. The invalidity or unenforceabilily of any assignment or the insured mongage,provided the assignment is shown in Schedule A.or the failure of the assignment shown in Schedule A to vest title to the insured mortgage in the named insured assignee free and clear or all hens. The Company will also pay the costs,attorneys'fees and expenses incurred in defense of the lisle or the lien of she insured mortgage,as insured. ' but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF,COMMONWALTH LAND TITLE INSURANCE COMPANY has caused its corporate tame and seat lobe hereun- to affixed by its duly authorized officers,the Policy to become valid when countersigned by an authorized officer or agent of the Company. y, + COMMONWEALTH LAND TITLE INSURANCE COMPANY i. Attest: By Secretary President 1 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs.attorneys' fees or expenses which arise by reason of: 1. (a)Any taw,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)re- stricting,regulating,prohibiting or relating to(i)the occupancy,use,or enjoyment of the land;(u)the character,dimensions of location ' of any improvement now or hereafter erected on the land;(iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a pan;or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect.lien or encumbrance result- ing from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.(b)Any governmental i police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance 1 resulting from a violation or alleged violation affecting the land has barn recorded in the public records at lute of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at bate of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without ti 1 knowledge. 3. Defects,liens,encumbrances.adverse claims or other matters:(a)created,suffered,assumed or agreed to by the insured claimant;(b)not I known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing ' to the Company by the insured claimant prior to the date the insured eLtimant became an insured under this policy;(c)resulting in no loss or damage to the insured claimant;(d)attaching or created subsequent to Date of Policy(except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services,labor or material);or(e)resulting in loss or damage which would act have been sustained if the insured claimant had paid value for the insured mortgage. ' d. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with arplicable doing business laws of the state in which the land is situated. 3. Invalidity or unenforceability of the lien of the insured mongage,or claim thereof,which arises out of the transaction evidenced by the t insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services,labor or materials(or the claim of priority of any statutory lien for services, labor or materials over the lien or the insured mortgage)arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date l or Policy the insured has advanced or is obligated to advance. ' i 7. Any claim,which arises out of the transaction creating the interest of the mortgage insured by this policy,by reason of the operation of i federal bankruptcy,state insolvency,or similar creditors'rights laws,that is based on: I. (a)the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer;or (b)the subordination or the interest of the insured mortgagee as a result of the application of the doctrine of equitable subordination;or (c)the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (i) to timely record the instrument of transfer; or (ii)of such recordation to impart notice to a purchaser for value er a judgment or lien creditor. t ALTA Loan Policy With ALTA Endorsomeni-Form 1 (Street Assessment)(10.17.92) CONDITIONS AND STIPULATIONS 1 DEFINITION OF TERMS (i) the Amount of Insurance stated in Schedule A The following terms when used in this policy mean (it) the amount of the principal of the indebtedness secured by the (a) insured the insured named in Schedule A The term insured also insured mortgage as of Date of Policy interest thereon expenses of includes foreclosure amounts advanced pursuant to the insured mortgage to assure compliance with laws or to protect the lien of the insured mortgage prior to (i) the owner of the indebtedness secured by the insured mortgage and the time of acquisition of the estate or interest in the land and secured each successor in ownership of the indebtedness except a successor who is an thereby and reasonable amounts expended to prevent detenoration of obligor under the provisions of Section 12(c) of these Conditions and improvements but reduced by the amount of all payments made or Stipulations (reserving however all rights and defenses as to any successor hat the Company would have had against any predecessor insured unless (m) the amount paid by any governmental agency or governmental the successor acquired the indebtedness as a purchaser for value without instrumentality if the agency or instrumentality is the insured claimant in knowledge of the asserted defect lien encumbrance adverse claim or other the acquisition of the estate or interest in satisfaction of its insurance matter insured against by this policy as affecting title to the estate or interest contract or guaranty in the land) 3 NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT (u) any governmental agency or governmental instrumentality which is The insured shall notify the Company promptly in writing (i) in case of an insurer or guarantor under an insurance contract or guaranty insuring or any litigation as set forth in Section 4(a) below (n) in case knowledge shall ,,,uaranteeing the indebtedness secured by the insured mortgage or any part come to an insured hereunder of any claim of title or interest which is thereof whether named as an insured herein or not adverse to the title to the estate or interest or the hen of the insured (in) the parties designated in Section 2(a) of these Conditions and mortgage as insured and which might cause loss or damage for which the Stipulations Company may be liable by virtue of this policy or(m) if title to the estate or interest or the hen of the insured mortgage as insured is rejected as (b) insured claimant an insured claiming loss or damage unmarketable if prompt notice shall not be given to the Company then as (c) knowledge or known actual knowledge not constructive to the insured all lability of the Company shall termnate with regard to the ,cnowledge or notice which may be imputed to an insured by reason of the matter or matters for which prompt notice is required provided however public records as defined in this policy or any other records which impart that failure to notify the Company shall in no case prejudice the rights of onstructive notice of matters affecting the land any insured under this policy unless the Company shall be prejudiced by the (d) land the land described or referred to in Schedule A and failure and then only to the extent of the prejudice improvements affixed thereto which by law constitute real property The 4 DEFENSE AND PROSECUTION OF ACTIONS DUTY OF INSURED term land does not include any property beyond the lines of the area CLAIMANT TO COOPERATE described or referred to in Schedule A nor any right title interest estate or easement in abutting streets roads avenues alleys lanes ways or waterways (a) Upon written request by the insured and subject to the options but nothing herein shall modify or limit the extent to which a right of access contained in Section 6 of these Conditions and Stipulations the Company at to and from the land is insured by this policy its own cost and without unreasonable delay shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to (e) mortgage mortgage deed of trust trust deed or other security the title or interest as insured but only as to those stated causes of action instrument alleging a defect lien or encumbrance or other matter insured against by this (f) public records records established under state statutes at Date of policy The Company shall have the right to select counsel of its choice Policv for the purpose of imparting constructive notice of matters relating to (subject to the right of the insured to object for reasonable cause) to real property to purchasers for value and without knowledge With respect to represent the insured as to those stated causes of action and shall not be Section I (a) (iv) of the Exclusions From Coverage public records shall liable for and will not pay the fees of any other counsel The Company will also include environmental protection hens filed in the records of the clerk of not pay any fees costs or expenses incurred by the insured in the defense of the United States district court for the district in which the land is located those causes of action which allege matters not insured against by this policy (g) unmarketability of the title an alleged or apparent matter affecting (b) The Company shall have the right at its own cost to institute and the title to the land not excluded or excepted from coverage which would entitle a purchaser of the estate or interest described in Schedule A or the prosecute any action or proceeding or to any other act which in its opinion may be necessary or desirable to establish the tide to the estate or insured mortgage to be released from the obligation to purchase by virtue of interest or the lien of the insured mortgage as insured or to a contractual condition requiring the delivery of marketable title prevent reduce loss or damage to the insured The Company may take any 2 CONTINUATION OF INSURANCE appropriate action under the terms of this policy whether or not it shall be (a) After Acquisition of Title The coverage of this policy shall continue in liable hereunder and shall not thereby concede liability or waive any force as of Date of Policy in favor of(i) an insured who acquires all or any provision of this policy if the Company shall exercise its rights under this part of the estate or interest in the land by foreclosure trustees sale paragraph it shall do so diligently onveyance in lieu of foreclosure or other legal manner which discharges the (c) Whenever the Company shall have brought an action or interposed a lien of the insured mortgage (it) a transferee of the estate or interest so defense as required or permitted by the provisions of this policy the acquired from an insured corporation provided the transferee is the parent Company may pursue any litigation to final determination by a court of c r wholly owned subsidiary of the insured corporation and their corporate competent jurisdiction and expressly reserves the right in its sole discretion successors by operation of law and not by purchase subject to any rights or to appeal from any adverse judgement or order defenses the Company may have against any predecessor insureds and (111) any governmental agency or governmental instrumentality which acquires all (d) In all cases where this policy permits or requires the Company to or any part of the estate or interest pursuant to a contract of insurance or prosecute or provide for the defense of any action or proceeding the insured guaranty insuring or guaranteeing the indebtedness secured by the insured shall secure to the Company the right to so prosecute or provide defense in mortgage the action or proceeding and all appeals therein and permit the Company to use at its option the name of the insured for this purpose Whenever (b)After Conveyance of Title The coverage of this policy shall continue in requested by the Company the insured at the Company s expense shall give force as of Date of Policy in favor of an insured only so long as the insured the Company all reasonable aid (i) in any action or proceeding securing *etams an estate or interest in the land or holds an indebtedness secured by evidence obtaining witnesses prosecuting or defending the action or i purchase money mortgage given by a purchaser from the insured or only proceeding or effecting settlement and (it) in any other lawful act which in so long as the insured shall have liability by reason of covenants of warranty the opinion of the Company may be necessary or desirable to establish the made by the insured in any transfer or conveyance of the estate or interest title to the estate or interest or the lien of the insured mortgage as insured his policy shall not continue in force in favor of any purchaser from the If the Company is prejudiced by the failure of the insured to furnish the insured of either (i) an estate or interest in the land or (it) an indebtedness required cooperation the Company s obligations to the insured under the secured by a purchase money mortgage given to the insured policy shall terminate including any liability or obligation to defend (c)Amotuil of insurance The amount of insurance after the acquisition or prosecute or continue any litigation with regard to the matter or matters after the conveyance shall in neither event exceed the least of requiring such cooperation Coodttfwa act Sdpislado Candowd Im"it Cam B 1192 1 1�utltlnucuN S. PROOf OF LOST OR DAMAGE. 11c)Fly— in pan by say prI or w i•rwervmal or w edabedf.aL or any assrr~win In add toss b I nd slut Ida NOW"speed bailor Ssctafer 7 OfIhems Conditions food Sesywwisor send by the moped noysp.to bay soks ary portal mLmiwu .of cosmic of law fwa.wtd have Mon iRev"drd if*Compay.a proof or loss Or danrF signed Sod.wore be by Jim+marred IsPc-M w r.rwe of am pssywrpt,mtrfinraeu or Iraehw,Shag lydrae tMr asaerm or communist osawmal samal In fersalidd to the Contains-wsclue$0 an stuff W moped clumaot"it sownm we ma[o.The amwaw of m mm*m may thmodry be tnrrsyd by Swimming mew and at.aioa Me ram groom{{ere tow Imo or daaagr.The prod of beat indsmap shall declines Ad ddnt W a Ossa r Pfout the he+d she tp4wfa4 monpeee m44 enrol Oerb).web wveft Oruwan PfwsMd a hem or w embrartw as the light.Of other matter Insured sµiae by this pelay which aosstituan the *O evesc Ball the onwam d momernrrt►r gvearr than the Amain at Miniscule ward in 390 I lr A boss or keo w 60OW aid shshl our.w w extent porbk.the basis Or nrraung the amowp d IC)Psymms r fun by so)gasses ter the.olwury wtofactme or gawps of w m omw mwtplar the kof In aumw If the Comma),r p.etldKW by the failure all the mew 4�m am ed ean1 tpo the Lyll fanaticism an hahcWy of the Ca alway camps u prov r sortoos A of these Conditions a" mewrad poor Oi loss W amapt.w COrap.sj a 0MPuoM b w maws6 WA w VW.:y She b k�yt - cartoonist.including any liability a obligation so Irked.protaewe,air ocialrw may buplow.WAA co- frgord 10 the matter in mares reawmlg awk proof of!Or or di.easse. 5 f0. LIABILITY NOHCUMULATWE. is add am.the mtwwd element may naaosabt)be squired to tot l b et.arha9mm similar each by say Ovthonaed trprrastactw of the Company and Nan prodsor for easmouL io,mµ wi-m and . of phe mimed ararme after to the trait er sneered+bm sainlenibN w1 Ihe ame wbte/arw and-wo d y w copyuS.at such reacowabk leaves and place of may be dewpatd by any eurhorfad repfaratatove of mwrrd rwoneage.Of any part Ilwedr,w all taptnIly ewaraobd that the 4moV us Of ineaseer padre w Comisay.all mrords.boot I.sidearm Chac►x,earre+{nwOr+c4 and empowers".whither kanmj a this polity shall br reduced by a'IT amount the Company MOY pay Open apV parry mein" • aw Mso'c or after pots Of tour).which nasontbt) panaiN to the cow at amagr Fwthes. d mwlla re to which e%cM*t as taken in Srhrduk 11 ass to whrh the monad hit agreed.mf►word. tevwsrd by an) awhonsrd rrprrounouve of the Comp4a). w rowed atsmulat shalt great no of Ishen cabaret,be*hKh as heteahef nrculed b)an mowed and wowrh a a sweet Of herd w far e rrw�ur..eJtt,in wntinj_for sot)saahorued sesretrautuse of the Company so tsairssr.tMpect and wry await or after drvera*cd ofstfened to inSchedule A.end the an-Deft to ford OW be capital" cam .,boost,kdgres.CedeLs.aaenp*dener and nenwusa an She Crtiady of coming of a third a payment Mader elms pOb.q. pony.whrh lnrorahly penam to the low of ampµ An mrornsetwit dewg%mtd ass sonrWetal b) the moped cLe a ni pormdrd to the Compay personal to the Section sham Not be disclosed to ohm 11.PAYMENT OF LOSS. onar1L m the emotionalistpsdgmewl or list Comluy,ofn sownsary anthe*dMrRMCattes of the edam Favlrre of the wsswred ewwusm 10 submit for etamumats" redrew nth, poduee other ra.Kt.abit. Is)lea Iseyaiem shall b)made without producoag this phcy tof ewdoneerm d the p p eat us" reetrrstrd Information or pine prtimmk-n to trturt reaw.mthl) arrrxx.ry p[vrlmaiom Flom third the p.bcy Las ken bee M dcntoyfd.too which cow preaf d lass or dewllener than lr fwosmed b pfn.f+as reared cat flaw pafajf.pes Man elemnuar am)lah.ht)Of the(imps)endcn Ihov IWIC)at the wtrdarcw.of the Com fay. W that ct.rm III)Wbtm habihty and the Carol of low or amajr has bet*dcfimttly Raid is accordance Oak 6.OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; them Cowdiltowt and Slip•elmlowri,INC lea Of auraµ than be payable wNhro to dogs thernener TERMINATION Of LIABILITY. 12.SUBROGATION UPON PAYMENT OR SETTLEMENT. In east or a.alai.endue Ihn policy.the Contpm span have the following opeoema in)The Company's Right of Subrogation (a)To Pay a Tmadn Payment or the Awwwe[Olaurance Or 90 P.ahaw 1M lwdcbrdiru wlrwr+er the company sham bars emitted and pad ■ elope esdtr this pokey. ill right of Ifs to pa)w tender p)mwit of the aswnst at In Welev t ender hen Pact?toarsher with ley tottL Ouar)i Met mad aspersion Incurred bV the mired claimaAf.whiCh cam wthtmud b)the Company. wvhroletfom Mao wall in the Composy erneccud by an)eart of s!r Im orm eimr*aet .1 se c .ne of p)omtOt Of rider Of p.Vmrn and which the Company as oM1Pted M pay.an Thr Company WTI bt wMogaftd t0*ad br"titled so at rights soul comMrs mhos The rowed tell to a utchaw the mdebtedrral Nrtlrrd by the insured mongap law*mount Own"thercoot etacensal world have bad against am)pnsow of propen)in respect b the corm Mad this poky sat toµiher urns any often.stwoonyt'Mrs sad at_l N regorged ty the golfed CU,mam which were been wtawd Ir tgwaed by w Company.thf towed elaimsmo Shan wander to the Company an ■rthena.l b)the Conroy lop to the war of prrthase and which the Company IN.M pwd so gay nghu and neordm agony any petsos or proptny mei:msary an order as perten thm Pohl of Of the Company offm to purchase the etltMtdaer as Mama provided. the owrr of IM m� two the comps*)b war wmDuosrsr Or trek m Ole mawIadtoeodoaaa amat wasafer.wooll`en.and Cssvr)'the mdr*udrss ass[be featured monµjr.wprtha P permit with may collawral Norway.so lht Cony to pe)meei tlrerfa of the plated cle sat mod b itss the mane of the Isolated rw8mum is may tnselacesom or bttµtsem Upon the cseror by the C1solwl+my of mlhet or the ogees paonded for in panjrarM Ni)air lie).an r.w+rg thine hghs of proportion. lst4 it ty and obligations to the mswild wider that poky.other than to make Use purulent lent squared in If a payment o*savant of a Wolm does as soup Oosw w lose of INC mswad ekmtens.IM theme ps7trappm sholl terwnmte. Including any liability or oblkµiwe see dr(rrd. proolarse. at Comosay,Non be mebrogroed so*n ngMt cold rnmed.ea of w pored cab+em meter w omww CaNspmar any bWaesos aAd w parry sAan be etrrtndtad b the Coo my Jw tatha{wsiop swims.a shag have rmovwed clot pnaue.pl,mwreaa,sad Dow de*nactsoa. (b)To Pay or Wallow Societe With hn.n Olhn the.fie Insured of 1<'nh theSasrre/Chteant 1a)to gay K meseewiw wick wnf ether"preps fat ass m the macaw d men Iaaruad chiaop any Ib1 The Iwtarad's Rights sod Lwws4l.ewa j alarm Iasarrd Maur trader bolus policy bµchn itch any poles.affornrys'firs mend rxpewwt lecwfed hwwiheudrpg the foreporag the awe of flow smokbwa man secured y w mired wsonrsga- y the mooned clawnaas whrh wan mwhonted by the Company up to the tmr of Perf rot God whisk Provided the priority or the hen or the fnswnd menSeµ of its rodommeb,sny at met offened.may the CaoneO)µ oblgstad w p :w' release or Substitute she penOnal hellishly of any"or orprafentaf,sir ncrad OF mhenrre noddy gs)sot pay Or wAerrftt snlN wnh the mmrd Cierhawt the but of amaµ Pam. for Osdn the the fermis at payment.or tdeaw a ponsom of the guar or aswfese from fed bum of w mmwed policy.veynha moth 401 909L ouorwtYs'pare Ind 441ewsta mcorrad by the paired tdewm which atengaµ-or file m any Collateral uVimy fit the indebtedness wags surhorcad bythe Company op b the Sum of pr n yast sod who*the Capay w abligate so WilesofCanonicalmad d Om IN and sets the wound Canonical wocw maw aft*"W ofLoowaayr ay alm u Patppeams due rurcia by She Company of make of the aiprions provided for is perognpin bill or fill. of Jack or immet adverse to w mile b the"star or Interest of w pommy OF flockwombibly d Our Not C*mxay'i ob*µtia mf b she sacred apeder this policy row Mr Claimed don or damage.Other Shan hem or the insrnd~Pgr.as iasared,the Company shall br rehired So pay only dub pen Of any as,p*)+iraw seOwnd to bit stetle.shall agiona o e.including any"Idy at obligation to defend. loan insured Igapoy by this pobq*Flak shall Cxtvtd w aaeo..f.if sky,loft t*flu COmpIN)by protective or OOmusr any huption. omen of w Imprwrwf by the insured deamni of the Company s tithe of wbropmm. ICI The Comp saj s Right$AP,.ml Mwf-ss4fared Obhjen 7.DETERMINATION AND EXTENT Of UAB4JTY. TM Company's eight d stfbropfa*N aprst ao..trurW obhoon Men Coat and shall asctadr. This pAq is a wmttwrt or undewitMly a`sine"cows aitnnery loss w a amagr sustained or imcrred .nhwur minlh" wg any d w or emdorW to wtanmun gu s ones.other ms w d eprorbaCe or y era Mound eW mwa*c who has mf"by w damage y freaes d staffers insured again m y Pus Ifosh.aolunllaKanMn as mats w Obrd.tobsn Owiu.wed m 1Most taacruiwwwas rlkKf fur policy mad only b w extent hems aincrobsd. %dMOPuow hjhts by mason Of she Pole) lop That hatnhty of the Comfier..der this poMr r Nan as coned the lose d The Comnpahy i right of a boopexes urn as be ssotded by acquisition or w nonfood stenpto by feu thr Amount of satersnct emitted a Schedubr A.or,d applinbee.the avowal of Insurance as an obbrx feria"on oblie or drrnbcod in Seeffof Its)to)of Ouse Comdaiooa wad Sup■wirr)who defined in Sanwa 7 k)of theme Coamtwms and St"lletsbas: aelarrs the miffed martµµ as a mph d am endemicity.Rearaatw,of%"Policy or ihwrawt.or fsl w d w tmyad prrneipal wdrmudfbm ewwrfd y the towed mnMp a board Wed and The obligor will caw be an insured wrier this policy.betwuhsesndrg Sanwa I(ano)of thew or"0. pompoma.end et. Santo*1 of Le CwAuost and Sirpr br tmt. ar as rdpbM sak e u0m f Of Comietwm land stimlatfon. theme Cosdnwem and Sig..dmtsor,mew base of Isms or amajr mowed eµtnrt by the policy ammrs. sofethn wnb mie+em thereon:or 13.ARBRRATJON. Gen)the ddfe*emce between the ale of theiR.wsd"taw or interest as pawed lied am.sloe orsl Ow ieawed crate M warm erbprs sow dcfen.low of wo mbromce dcrursd 41131mw by the ppoalicy. Uslees"should by Nppplicsbe err.either the Compesy w flow insured ma)&,mend c rb.trsttow (b)Is w event On amounted has eugurted the emu or operatic is flue rarsew dew bed in Srswn pursuant ie the;Title laxwaam Arb.wat.os Rides d thr Awmfeaa Arbawauos Aromuon.Arbmabk Its)of Iew Comdcuoss sod Sf4rbuens or Flu poesvined e)W Ink.than the sabhty Of the COmpaY nation ma)mclode.but are:as bopitrd ea.may eomrovawa)or Claim bnwrw w Company ant the yaw oe coepr w on tens In s4rwom hso w thew Ceod...am and S.rwulslIews fag TM Company wsa gar)Only ahoar omKs.sweorme",arcs and esirafes moCrud ON/aO+dattae w.ch smawrst wssr.j Opt of of peeatmee ice rhea pokey.OR)service of lea Company in obasen walk so ter Senn*4 d dear Condruoas sod Sloprteuoot asnw or[he Munch of I poky pevr.ea of watt obligation.An arbstrobk mate ra whew w Amosm of hnpr*mer if SLJ0WAW or kw Shan be*rbicrmted 91 the Opcws Of Ville the Causeway Of w now. S. LIMITATION Of LU161LRY. fed An orb.troble matten ohm Ihe Aawoal or hmawatu■In cement let$IJDMAM yin W arb.treed awl) wlrs ag-rd as by both the Company end w iaword Arbotreetsoa pftnwm so aNe poky and (*I Ir Jr Company establishes W tide.or sronosea w elected def*ct.hem Of amcraheamce,or Owe+ twwn fine Ran as effect on the date the demand for seMrna.os s steer or.at the ocroom of ass mew. w Mel Or A nth[Of cove b Or Goo the tend.Or pores the etKra or enmartttab.hly d etk,Of Rd.the Rates In effect at Date of Policy shell be bad,mg , - fear pens The sward nay asrt.tc So- otherwise Cmteblisha w ben e(Mc insured nonµpt.an as pswOd.in a rmsonably d.hµtve.ea*rr wit*eys Ian emy d the laws of led mail in whwh the Mid is looted pwemen a own to ward lattor• by am)tewillod.sidelong btipum sod Or wmpkum of may appeah thaeflom.it Nan love fan) rys fees to a prevailing pony.Judgment wpm the award tendered by am Arbmrbiwlt)way bt enW prrtarrm,d iu ebl,Psuwi.onto►o'olFwct b Ihsi maour sad Non Ood he Ysble fur soy leas ot aaolatr fad a soy corn havent tionsd.nwm iheroof. caused harry The law or the atat of few Issue shell apply as an arbitration.nder file Tnk Irrramce Arsmrse.On (b) b w CWM Of say liuptte..MChding htiplAM by the Calumny Or with Out Company'$ Rua* consist. w Company Nell hare ono tssb.b[y got low Or damaee NOW Then has bcem a final A oopy d w Risks may he obt.-mid from the Cw"*y mmse tgwN drenwiralwm by a*own of temperance jrwndteowa.and dispoapwn of cen appm.h bhnrfrom.adverse b w bear of to w hope don mred monpgr.as ems" 14. LIA$ILRY UMRED TO THIS POLICY;POLICY ENTIRE CONTRACT. (c)The Company Nan for lo of ama I am be liable se gr so say imswed for bobiwy sdoosLanty is)This pobcY wrether with*4 endorsements,d sy.attached hereto by the Company■the empe *watrd by the rarrbd m eel6wj any Clasp Of pone nrichoal the pow wnueO Coawat Of Shp Comma) go"and Compact bnwttw am intend and im Company In aaerponspt may fre.gso*of Out Polity. 14)roc Compsey Hatt as be bable fur:lii spy'Indebtedness Created srbwgwtm to Dew of Pillory she polry When be teoimrrrd as a whole acept for adrasom made to proton the h■ of she assured monpµ and µend thereby and ila)Any elaim of loss or damage.whithe or as as bond Not seghµmn.end which*men she car the fewwma'rk amowitts expanded to prevent dtwrear6ta*a d PWOsewwnu. Or (ry aomunoctsos We nalme.Of the bee of the assured montage or of the title is she craw for sawmill Covered hrrey or by sdvOnQs sssdr subsequent to Date of Policy.esonot cosserrcisoe bona a ivesaws meet wbwelco t to env Nelson Swiveling Bich Cleat.than be nyrscted to thin policy Date Of pdey for the pw*pow Of rrawcmg IS whole Of in pin the COMErWuom Of an mspro.awem IS fd Na a me motet Or of ewdoyrmewt to this polry coal be madc eater by a wntpog efdorsed the lewd which at Date e(Poky wire secoo by the instead otongoge and which the w"md was amd herepa or ana eed home agreed by either Ike Ppesudrm.a Vi r Preasc*e.w Sernaory.an Aft.seem aoaunwd m be ohhipsed so advaa*r or aid afar Dow o(pohry Seeru try,ew w atdb eng*ffm or*whoned wt.afory ofelmCompany r 15.SEVERAIRLITY. 9. RE'UCTIOhI OF INSURANCE;REDUCTION OR Is the item say promos of this policy is heed Invalod of wwrmfo rrembbr Whom apptocabte hew.fhe TEfIMtNATION OF LIABILITY. Pole)shall IN darned ape to i nclwdc that P.e.n.om and all other pre•+ifems thin friar r raft forte and eftrct sal AN payments end"this pity.tsarps paywwats rsde for rows.alw wyi part and apemen. Nan rMmicr the National of the~fmom pro tames however. spy psymnses made promo so the 16.NOTICES,WHERE SENT. wOly sites Of aide b the "what r Wert+[ .S paraded In Senses 7111t Of 11WIt Cw.d,[w*t Sold An sawn o mweed f0 IN given the Coamo e tad say solacement in wmrg egrtd m be frrmehed se.pwb:mm pad Not/endow po isnb she awesome Of the tm wofty ofrordd a" Ise poky can" Our Company shall mchidle few mismbrr of this aokey mod than be addtri d s*COMMONWEALTH in the eseeno chat the pyarsts rudotr the amount or am indrblednna strwed by the insured LAND TITLE INSURANCE COMPANY, EIGHT PENK CENTER. PHILADELPHIA, mongsw PENNSYLVANIA 19103.71" ALTA Loan Policy With ALTA Endorsement- Form 1 (Street Assessment)(10.17-92) f:nsea•Deno Iris•I n.I..Vrs+._. n... ....t eat-..s..s.. a .�J B a.. •...s.s Alntrican Land Title Association ISSUED FROM THE ; LoanPolicyISSUED FROM THE . OFFICE OF OFFICE OF I With ALTA Endorsements I f Forni 1 (Street Assscsscnent) (10-17-92) I� II f: ! I POLICY OF ® Commonwealth. ( Commonwealth. Land Title Company ] I TITLE Land Title Company �f E INSURANCE s f AGENTS ! I I I AGENTS LOS ANGELES COUNTY LOS ANGELES COUNTY 801 N. BRAND BLVD.. 12TH FLOOR I 801 N. BRAND BLVD., 12TH FLOOR GLENDALE.CA 91203 i GLENDALE. CA 91203 I� (800)9%9772 ! (800)950-9772 I! I f if ORANGE COUNTY I I ORANGE COUNTY 200 WEST SANTA ANA BLVD. I I j Oq I I 200 WEST SANTA ANA BLVD. I; i SANTA ANA, CA 92701 ,I SANTA ANA, CA 92701 I� (714)835-8511 I I (714)83.5-8511 1 I) SAN BERNARDINO COUNTY !� SAN BERNARDINO COUNTY 275 W. HOSPITALITY LANE, SUITE 100 I j ISSUED BY 275 W.HOSPITALITY LANE, SUITE 100, SAN BERNARDINO, CA 92408 SAN BERNARDINO, CA 92408 (SW)950.0551 I I I I (am)950-0557 f� VENTURA COUNTYE9 Commonwealtho I VENTURA COUNTY 48W SANTA ROSA ROAD I�' I Land Title Insurance Coutpany I 48M SANTA ROSA ROAD f CAMARILLO, CA 93032 I+ CAMARILLO.CA 93012 f ' (805)485-88951(805)498-3681 .I I (805)485-8895 1(805)498-3661 I (805)522.25001(818)991-2329 Ili i A@Ifsnct cP a,��.co w�� (805)522.25W 1(818)991-2328 IMPERIAL COUNTY ik� ` IMPERIAL COUNTY 1250 MAIN STREET III i I 1250 MAIN STREET CIVIC CENTER PLAZA I i 7711e hssurance Since 1876 CIVIC CENTER PLAZA EL CENTEO, CA 92243 I I EL CENTEO. CA 92243 (619)352.4661 I I (619)352.4661 HOME OFFICE EIGHT PENN CENTER PHILADELPHIA,PA 19103 1 B 1 t82.3 � ` POLICY OF TITLE INSURANCE Ixmued Hy Commonwealth, Land Title Insurance Company SCIIEDULE A Policy/Fife Number: 701693-P Loan Number: Amount of Insurance: $779,000.00 Premium: $738.00 Date of Policy: November 1, 1994 at 8:00 a.m. t 1. Name of Insured: Charter Service Corporation, a wholly-o-wned Subsidiary of the Resolution Trust Corporation, as Receiver for Charter Savings Bank, f.s.b., its successors and assigns 3 2. The estate or interest in the land described herein and which is covered by this policy is: A FEE as to Parcel A; THE EASEMENT more particularly described as Parcels B, C and D 3. The estate or interest referred to herein is at Date of Policy vested in: 501 Alain, Inc., a California corporation 4. The mortgage herein referred to as the insured mortgage, and the assignments thereof, if any, are identified as more particularly described in Exhibit "A" attached hereto and made a part hereof. 5. The land referred to in this policy is described as set forth in the insured mortgage, is situated in the County of Orange, State of California, and is identified as more particularly described in Exhibit W attached hereto and made a part hereof. t ALTA Loan Policy 701693 EXHIBIT "A" A deed of trust to secure an indebtedness in the amount shown below: Amount: $779,000.00 Dated: October 28, 1994 ` Trustor: 501 Main, Inc., a California corporation Trustee: Commonwealth Land Title Company, a California corporation Beneficiary: Charter Service Corporation, a wholly-owned Subsidiary of The Resolution Trust Corporation, as Receiver for Charter Savings Bank, ' F.S.B., a Corporation Recorded: November 1, 1994 as Instrument No. 94-0639109, Official Records The beneficial interest under said deed of trust was assigned of record to ! Assignee: Redevelopment Agency of the City of Huntington Beach Recorded: November 1, 1994, as Instrument No. 94-0639110, Official Records 1 t ALTA Loan Policy 701693 EXIIIBIT "B" PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non=exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. i } ALTA Lcwn Pulicy 701593 SCHEDULE B PART I 'This policy does not insure against loss or damage (and the Company will not pay costs. attorneys' fees or expenses which arise) by reason of: 1 A. General and special taxes and assessments collected with taxes for the fiscal year 1994-1995. Total: $10,317.02 First Installment: 5,158.51 Unpaid Second Installment: 5,158.51 Unpaid Homeowners' Exemption: $none Code: 04 035 Parcel: 024 13341 B. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq. of the Revenue and Taxation Code of the State of California. 1. Covenants, conditions and restrictions (deleting therefrom any restrictions based on race, color or creed) as set forth in the document Recorded: in book 115, page 333, Deeds 2. Covenants, conditions and restrictions (deleting therefrom any restrictions based on race, color or creed) as set forth in the document Recorded: in book 385, page 139, Deeds ' 3. Covenants, conditions and restrictions (deleting therefrom any restrictions based on race, color or creed) as set forth in the document Recorded: as Instrument No. 89-033713, Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value. 4. Covenants, conditions and restrictions (deleting therefrom any restrictions based on # race, color or creed) as set forth in the document Recorded: as Instrument No. 89-033714, Official Records ALTA Loan Policy 701693 Said covenants, conditions and restrictions provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value. 5. An easement for the purpose shown below and rights incidental thereto as set forth in document Granted to: Southern California Edison Company Purpose: underground utilities with above-ground appurtenant fixtures Recorded: as Instrument No. 89-103373, Official Records Affects: a portion of said land, as shown on Exhibit "A" attached thereto a 6. Covenants, conditions, restrictions, provisions (deleting therefrom any restrictions based upon race, color or creed), easements, assessments, liens and charges as set forth in a Declaration of Restrictions Recorded: as Instrument No. 89-395282, Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value. f Said instrument also provides for the levy of assessments, the lien of which are stated to be subordinate to the lien of a first mortgage or first deed of trust made in good faith and for value. Modification(s) of said covenants, conditions and restrictions Recorded: as Instrument No. 89-I41809, Official Records 7. Easement, for ingress, egress, pipeline, or public utilities, and incidental purposes, as disclosed by instruments of record, affecting only the "Common Area." 8. The effect of a Condominium Plan (for Lot I of Tract No. 14122) recorded March 16, 1990, as Instrument No. 90-141910, Official Records. Reference is made to said document for full particulars. 9. The terms and conditions of that certain Parking Use and Maintenance Agreement for Town Square Condominiums and Retail Area, executed by and between Mola Development Corporation, a California corporation and Town Square Condominium Owners Association, a California Nonprofit Mutual Benefit Corporation, recorded June 14, 1990, as Instrument No. 90-316351, Official Records. Reference is made to said document for full particulars. Z ALTA Lows Policy 701693 SCHEDULE B ' PART 11 In addition to the matters set forth in Part 1 of this Schedule, the title to the estate or interest in the land described or referred to in Schedule A is subject to the following matters, if any be shown, but the company insures that such matters are subordinate to the lien or charge of the insured mortgage upon said estate or interest: 10. An assignment of all monies due, or to become due as rental or otherwise from said land, as well as the lessor's interests under the leases referred to therein, to secure payment of an indebtedness shown below and upon the terms and conditions therein. Amount: $none shown Assigned to: Charter Service Corporation, a Calif. Corporation, a wholly-owned Subsidiary of the Resolution Trust Corporation ("RTC"), an entity organized and existing under the laws of the United States, as Receiver for Charter Savings Bank, ? F.S.B. By: 501 Alain Inc. Recorded: November 1, 1994 as Instrument No. 94-0639 1 1 1, Official Records 11. A Financing Statement ? Debtor: 501 Alain, Inc. Secured Party: Charter Service Corporation Recorded: November 1, 1994 as Instrument No. 94-0639112, Official Records 12. A Financing Statement Debtor: 501 plain, Inc. Secured Party: Charter Service Corporation Recorded: November 1, 1994 as Instrument No. 94-0639 1 1 3, Official Records I N D. 100 100.2 103.1 110.9 103.7 104 116 r ALTA Loan Policy 701693 INDORSEMENT NO. 100 Issued By IMCommonwealth. Land Title Insurance Company The Company hereby insures against loss which said Insured shall sustain by reavmm of any of the following matters: 1. Any incorrectness in the assurance which the Company hereby gives: t a. That there are no covenants,conditions,or restrictions under which the lien of the mortgage referred to in Schedule A can be cut off, subordinated,or otherwise impaired; b. That there are no present violations on said land of any enforceabie covenants,conditions or restrictions; c. That,except as shown in Schedule B,there are no encroachments of buildings,structures,or improvements located on said land onto adjoining lands,nor any encroachments onto said land of buildings,structures or improvements located on adjoining lands. 2.a. Any future violations on said land of any covenants,conditions or restrictions tccurring prior to acquisition of title to said estate or interest by the Insured,provided such violations result in impairment or loss of the lien of the mortgage referred to in Schedule A.or result in impairment or less of title to said estate or interest if the insured shall acquire such title in satisfaction of the indebtedness secured by such mortgage; b. Unmarl;etability of the tide to said estate or interest by reason of any violations on said land,occurring prior to acquisition of title to said estate or interest by the Insured,of any covenants,conditions or restrictions. 3. Damage to existing improvements,including lawns,shrubbery or trees: a. which are located or encroach upon that portion of the land subject to any easement shown in Schedule B.which damage results from the exercise of the right to use or maintain such easement for the purposes for which the same was granted or reserved; b. resulting from the exercise of any right to use the surface of said land for the extraction or development of the minerals excepted from the description of said land or shown as a reservation in Schedule 13. 4. Any final court order or judgment requiring removal from any land adjoining said land of any encroachment shown in Schedule B. %%lerever in this indorsement any or all of the words, `covenants,conditions or restrictions"appear,they shall not be deemed to refer kb or include the terms,covenants and conditions contained in any lease referred to in Schedule A. No coverage is provided under this indorsement as to any covenant,condition,restriction or other provision relating to environmental protection. The total liability of the Company under said policy and any indorsements therein shall not exceed,in the aggregate,the face amewnt of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. v This indorsement is made a part of said policy and is subject to the schedules,conditions and stipulations therein,except as modified by the provisions hereof. COMMONVEALTH LAND TITLE INSURANCE COMPANY 0ounrrmigned , by J`� �Prcsident Aulharimd Officer ar Agent RelianGe Attest: A Reliance Group Holdings Company Secretary Form':ol B 701693 INDORSEMENT 100.2 ISSUO By Commonwealths Land Title insurance Company The Company insures the owner of the indebtedness secured by the insure.!r ulgage against loss or damage sustained by reason of: t 1. Any incorrectness in the assurance that, at Date of Policy: A. That there are no covenant.%,conditions, Or restrictions under which the lien of the mortgage referred to in Schedule A can be divested,subordinated or extinguished,or its validity,priority or enforceability impaired. b. Unless expressly excepted in Schedule 13: (1) There are no present violations on the land of any enforceable covenants,conditions or restrictions;nor do any existing improvement%on the land violate any building setback lines shown on a plat of subdivision recorded or filed in the public recordq. ("-) Any instrument referred to in Schedule B as containing covenants,conditions or restrictions on the land does not, in addition, (i) establish and easement on the land; (ii)provide a line for liquidated damages;(iii) provide for a private charge or assessment; (iv)provide for an Option to purchase,a right of first refusal or the prior approval of a future purchaser or occupant. (3) There is no encroachment of existing improvements located on the land onto adjoining land, nor any encroachment Onto the land of existing improvements located on adjoining land. (4) 7here is no encroachment of existing improvements located on the land onto that portion of the land subject to any easement excepted in Schedule B. 2. Any future violations on said land of any existing covenants,conditions or restrictions occurring prior to the acquisition of title to the estate or interest by the Insured,provided such violations resu'.t in: (a) impairment or loss of the lien of the insured mortgage;or (b) loss of title to the estate or interest in the land if the insured shall acquire tide in satisfaction of the indebtedness secured by the insured mortgage. 3. Damage to existing improvements,including lawns, shrubbery or trees: (a) which are located on or encroach upon that portion of the land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to use or maintain the easement for the purpose for which it was granted or reserved; (b) resulting from the future exercise of any right to use the surface of raid land for the extraction or development of the minerals excepted from the description of said land or excepted in Schedule B. 4. Any final court order or judgment requiring removal from any land adjoining the land of any enerviachment excepted in Schedule B. S. Any final court order or judgment denying the right to maintain any existing improvements on the land because of any violation of covenants,conditions and restrictions or building setback lines shown on a plat of subdivision recorded or filed in the public records. Wherever in this indorsement the words, 'covenants,conditions or restrictions' appear,they shall not be deemed to refer in or include the terms. COVenanrs,conditions or limitations contained in an instrument creating a lease. As used in paragraphs a(b)(1) and S, the words "covenants,conditions or restrictions' shall not be deemed to refer to or include any ' eorenants,conditions or restrictions relating to environmental protection. THs indorsement is nude a part of said policy and is subject to all of the terms and provisions thereof and any prior indorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and any prior indorsements,nor does it extend the effecdve date of the policy and any prior indorsements,nor does it increase the face amount thereof. COMMOMWEALTH LAND TITLE INSURANCE COMPANY AAA CuunrenicnedBy �8 �- ► J--Authorized Officer or Agent President Reliance ` Attest: Crchpfiold'ngscompanv CLTA h (3-2 � Secretary (ALTA Indorsement Forte 9(10-19-88) Form 2016 701693 INDORSEMENT NO. 103.1 Issued By 0Commonwealth. Land Title Insurance Company The company hereby insures the owner of the indebtedness secured by the mortgage referred to in Paragraph 4 of Schedule A against loss which said Insured shall sustain As a result of any exercise of the right of use or maintenance of the easement referred to in Paragraph 6 of Schedule B over or through said land. The total liability of the Company under said policy and any indorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This indorsement is made a part of said policy and is subject to the schedules, conditions ' and stipulations therein, except as modified by the provisions hereof. COSMONV EALTH LAND TITLE INSURANCE COMPANY Com-mcmirnrd t By III �Preaiderrt Authorized Officer or Agent ,. F eHance . Attest: Rs IlxftcrcrS+( HoldinesComp:ny LTA hone 103.[ (1tev. 2-2M1) secretary ALTA or CLTA-owner or Lender Form 7M 6 701693 INDORSEMENT NO. 110.9 (8.1) MODIFIED Issued By Commonwealth. Land Title Insurance Company The Company insures the Insured against loss or damage sustained by reason of lack of priority of the lien of the insured mortgage over: (a) Any environmental protection lien which, at Date of Policy, is recorded in those records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge, or filed in the records of the clerk of the United States district court for the district in which the land is located, except as set forth in Schedule B; or (b) Any environmental protection lien provided for by any state statute in effect at Date of Policy, except environmental protectior: liens provided for by the following state statutes: NONE. This indorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. Nothing herein contained shall be construed as extending the effective date of said policy, unless otherwise expressly stated. COMM OWEALTH LAND TITLE INSURANCE COMPANY hAA CewnterniRned By R P resdent Authorizedl1lTicrr or Agent 3 Attest: G Re���inGe 410 A Reliance Group Holdings Company 'LTA Form 110.9(3-13-87) ALTA Jndor-.anent -Form 8.1 (3-27-97) Environmemxl •scion Secretary Lien revised 10.17-70 and 10-17-94 Form:btG 701693 INDORSaIENT NO. 103.7 Issued By Commonwealth. Land Title Insurance Company The Company hereby assures the Insured: That said land abuts upon a physically open street known as Main Street; And the Company hereby insures said Assured against Ioss which said Assured shall sustain in the event said assurances herein shall prove to be incorrect. The total liability of the Company under said policy and any indorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This indorsement is made a pan of said policy and is subject to the schedules, conditions t and stipulations therein, except as modified by the provisions hereof. COMM 0NV-EALTH LAND TITLE INSURANCE COMPANY Cipuntcr%igned By l —president Authori.trd Officer or Agent n ' i Attest: F�e ian�e A Reliance Grout+ifoldines Company LTA Form 103.7 (Rc,, 2-20.61) Secretary ALTA or CLTA-Owner or Lender 0 Form 201 c 701693 INDORSEMENT NO. 104 6sued By ® Commonwealth Land Title Insurance Company The Company hereby assures Redevelopment Agency of the City of Huntington Beach: (a) That by a valid assignment or assignments the beneficial interest under the mortgage referred to in Paragraph 4 of Schedule A has been transferred to said Assured; (b) That there are no subsisting tax or assessment liens which are prior to said mortgage except: None (�} That there are no matters affecting the validity or priority of the lien of said mortgage, other than those shown in said policy, except: None (d) That there are no United States tax liens or bankruptcy proceedings affecting the title to said estate or interest shown by the public records, other than those shown in said policy, except: None The Company hereby insures said Assured against loss which said Assured shall sustain in the event that the assurances herein shall prove to be incorrect. The total liability of the Company under said policy and any indorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This indorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. This indorsement is not to be construed as insuring the title to said estate or interest as of any later date that the date of said policy, except as herein expressly provided as to the subject matter hereof. Dated: November 1, 1994 f COMMONWEALTH LAND TITLE INSURANCE COMPANY Cwntersi�;ned By ) P'tr.e sid en Authorized OBiter or Arent ' �Y R Reliance Attcs;: CLT onnR�3a(itcvC'S 1b-74)d?ngsComfianti 3 Secretary ALTA-Lender Form 2016 701693 INDORSFNIF—N"r NO. 116 Issued By Commonwealth Land Title Insurance Company The Company assures the Insured that at the date of this policy there is located on said land a commercial property known as 501 Main Street, Huntington Beach, California, and that the map attached to this policy shows the correct location and dimensions of said land according to those records which tender the recording laws impart constructive notice as to said land. The Company hereby insures the Insured against loss which said Insured shall sustain in the event that the assurance herein shall prove to be incorrect. The total liability of the Company under said policy and any indorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This indorsement is made a part of said policy and is subject to the schedules, conditions and stipulations therein, except as modified by the provisions hereof. ti COMMONWEALTH LAND TITLE INSURANCE COMPAW Crum emigned By t'sesidcnt Authorired Of er or Agent P {� ,� 410 Attest: Jam/G _ . REEt I'TiG@ 'v To'mitFlqroup Hoidings Company Secretary At TA-Lender Form 2016 i 17 W t v y cc 135 0 BL K. 5 05 i�•R h 4 (` • u.So' r 4 1{' L •�3 2�71' J' r 0 10 / 7 moo.TRACT G 17 PROjrCT W-19-154-226 l o�i. J�J .77�6 16 LOTS 1 d 2 �,./ a / 15 o t ;3 a2 29 1308 AC. 31 > 13 3 No. 14122 e-A, f3,4 IiX •,'TRACT 9 // �•,%♦.10 'Pt, // 5 LOT , •Jr / / �° ° � � - t8 a Q "" 15 is � t4 � 33 ,�, 32 a c #'� 38 — 6 �. .�•o. . i ... 39 34 �. b 404 .:�s plr�—nts �1Q7'LOT C `6 g 7241. S ^ .feu• •t)S'— rf1lS' I!)73 )JS 35 I"Or x .•sr 7 B »>s 1! 12 a s2 i1 ° _ -- — — ►� g 1so 10 1� .6 a 36 oC2O _ BOAC - 2t •- O� 2; 25 �! Q _ 2 No. 00= I� • � !469 � � �� �• •M �.... i•' a p.. y) w1 V '� . t�l t 1 t7 ` �, ) ► 1 !! ` t 1 I Ap I ) C c ^ l L Cr AC 41 Ir t r t 3 b t` r ` A+{ I IVr t + j 1� .y }, L J F,if ,S / +{ ++I h 1 tUe2 t + 1� , ! # r t r r to 1 l v t , + + ttltt +� r � Y Lt; r / q .y �`tr ,'J„ J t r Toi i s t t 2 �1 + r '�E I f • ♦ , �• 1 t b of Or 1 J I r 4 V TRA C T , ,v h �; 1 - I K s _ " ` TRACT ��� r , • 1 9 1 ,rs r « N O I 1 f K t / ♦ / t q Y+ J � J / r LOT 1 1 t idt z + q JJ09 AO 1 I t r tii 1308 AC, ;uso UPPER LEVEL i 2050 024-1JJ-,I1 c , `y► r t ' r 2Jso i� J + 2J5o' i� ' r 1 LOWER L£VcL NO 14122 y - ?o , , NO 14122 11 ♦1 1 � 11 t ♦ i .Xr� t f t �N ��� 'eJ � 1 � E fd i 1 f J ► 1 K i t JJ Js o o u 253301 3 + r Ji 75 C 0' 2533 r Ct + ` 1:5) 9 t t J n ! ! v ' It 1�J r f +� �/t f / � L " rh r�i r {r A j i..11 t t • I ) t }! IJ , *t { 1 p1 +r i 1 i fIt f rt t t r r 3 { Y ^ 1 L% t i tJ- r r fJ L • �/ 'ti ` (+ 11• tti / •.,, lr i r t i/• � J 3 I !I` 1/ ,I N fr r ► h ti x /1t t s 11 )•✓^ l 1 C t} �tt� I ! r 4 1 f J< !< r fJ tC ; >• 1 I r I t In1. ' r t r rt ►L! I 1 � 1 � ' NOTE RECEi7EG CITY CLZ.;A, irtr a� US $j¢ QQ Hur+TrrrC;r c.r. _r, Newport Beach. Califon -t,( -15 �.cC� AL 19,. � f r� +�5 (city) /0//7 f o 1 J�-t-) Jxyrz o October 28 , 1994 1 FOR VALUE RECEIVED, the undersigned ("Maker promises to pay • CHARTER SERVICE 2A CORPORATION. a Coiforn% Corporati n. and a wholly-owned Subside 2 the RESOLUTION TRUST CORPORATIQNLL&ceiver for CHARTER SAVINGS BANK. F.S.B., 3 its successors and assigns ("Bolder"), , a U.S. Corporation an 4 entity organized and existing under the taws of 1h2 Unitedm 5 or order, the principal sum of` _ Seven Hundred Seventy- ine. ousand 6 and _ No/100ths Dollars (S— 779,000.00 _ ), with interest on the unpaid 7 principal balance from the date of this Note, until the date the entire outstanding principal balance has 8 been paid in full at the rate of Eight and One-Quarter Percent ($.25'yQ) per annum ("Annual Rate"). 9 The principal and interest shall be payable at p/Q i`1TDLAND LOAN SERVICES. 210 West 10th „ 10 Street, P.O. Box 419158. Kansas City. Missouri_64141-6158 (Attention: Mr. Charles J. Sionle)_ 11 or such other place as Holder may, from time to time, designate in writing, in consecutive equal 12 monthly installments of Five Thousand Eight Hundrtaifty Two 13 and 37/100 Dollars ($ --- 5,852.37 1 each based on a 14 Thhrgg Hundred-Sig month amortization schedule, commencing on the first day of IS Degember , 1994, and continuing on the first day of each and every calendar month 16 thereafter so long as this Note is outstanding. The entire unpaid principal balance, together 17 with accrued and unpaid interest, and all other obligations of Maker under this Note, if not 18 sooner paid, shall be due and payable in full on _ October 2- 7th , 2M ("Maturitl Date"). 19 All payments under this Note and under the Security lnstruments (as below defined) shall be 20 in lawful money of the United States of America which at the time of payment shall be legal 21 tender for the payment of public and private debts. 22 If any installment under this Note is not paid when due, or if there is a default under any 23 agreement between or among Holder and Maker or any guarantor of Maker's obligations 24 hereunder or under any of the Security Instruments (and the expiration of any applicable cure 25 period), the entire principal amount outstanding hereunder and all accrued interest thereon 26 shall be accelerated, and shall at once 'become due and payable, at the option of Holder. Holder 27 may exercise this option to accelerate during any default by Maker regardless of any prior 28 forbearance. No failure to exercise or delay in exercising such option shall constitute a waiver 29 of such option in the event of any subsequent default hereunder. In the event of any default 30 in the payment of this Note, and if the same is referred to an attorney at law for collection or 31 any action at law or in equity is brought with respect hereto, Maker shall pay Holder all 32 expenses and costs, including, but not limited to, attorneys' fees whether suit is instituted or 33 not. 34 '[Resolution Trust Corporation as Receiver for CHARTER SAVINGS BANK,ale parent of CHARTER SERVICE CORPORATION] RTC Note(Califorala) November 1992(Revised 12=M3) Page 1 35 Upon the occurrence of a default hereunder, Holder may resort to any collateral, whether real 36 property or personal property, now or hereafter given as security for this Note, in any order, 37 and may sell and dispose of such collateral in whole or in part at any time or from time to 38 time, with no requirement on the part of the Holder of this Note to marshall assets Holder 39 shall not be required to preserve any rights in such collateral as against prior parties Holdei 40 is entitled to the benefits of any and all Security Instruments securing or guaranteeing this 41 Note 42 If any installment under this Note is not received by Holder within ten (10) days after the 43 installment is due, Maker shall pay to Holder a late charge", as liquidated damages, of five 44 percent (5%) of such installment, such late charge to be immediately due and payable without 45 demand by Holder 46 Except in the event of the endorsement of this Note by the original Holder, as provided below, 47 Maker may prepay this Note in whole or in part at any time and from time to time, without 48 premium or penalty, on the first day of any month prior to the Maturity Date, upon thirty (30) 49 days prior written notice to Holder All prepayments shall include payment of all accrued and 50 unpaid interest to the date of such prepayment on the amount of outstanding principal bead 51 Partial prepayment shall not postpone or reduce any regular payments of principal or interest, 52 but shall be credited in the order for application of payments defined in the mortgage or deed 53 of trust securing Maker's obligations under this Note (such mortgage or deed of trust and any 54 other instruments evidencing, governing or securing Maker's obligations under this Note are 55 collectively referred to herem as "Security Instruments") 56 If this Note is endorsed to a Holder other than *CHARTER SERVICE CORPORATION. a Wholly- 57 Owned Subsidiary of the RESOLUTION TRUST CORPORATION. as Receiver for CHARTER 58 SAVINGS BANK, F S B , any subsequent Holder may, at its option, require payment of a premium in 59 consideration of and as payment for Holder accepting any such prepayment In the event of 60 such endorsement, Maker shall be jointly and severally bound to pay Holder, at the option of 61 Holder, a prepayment premium as follows 62 Six Percent (6 0%) of the amount of principal prepaid if prepaid during the 63 First (1st) year following the date of this Note, 64 Five Percent (5 0%) of the amount of principal prepaid if prepaid during the 65 Second (2nd) year following the date of this Note, 66 Four Percent (4 0%) of the amount of principal prepaid if prepaid during the 67 Third Ord) year following the date of this Note, 68 Three Percent Q 0%) of the amount of principal prepaid if prepaid during the 69 Fourth (4th) year following the date of this Note, 70 *[Charter Service Corporation, a wholly-owned subsidiary of the Resolution Trust Corporation, as Receiver for Charter Saving Bank, F S B RTC Note (CaVornia) November 1992 (Revised 12/22/93) Page 2 '71- Two Percent_(2.0%) of the amount of principal prepaid if prepaid during the --- 72 EiD (51h) year following the date of this Note; 73 of the amount of principal prepaid if prepaid during the 74 SixJb (bth) year following the date of this Note; 75 No prepayment premium shall be charged for any full or partial prepayment made during the 76 final year prior to the Maturity Date, and no prepayment premium shall be charged for any 77 full or partial prepayment made to Holder from the proceeds of any insurance or condemnation 78 award. 79 Maker and 31I endorsers and guarantors hereof jointly and severally agree with Holder that 80 Holder may, from time to time, extend the time for payment of said outstanding principal 81 balance or any part thereof, reduce the payments thereon, release anyone liable on any of said 82 outstanding principal balance, accept renewal of this Note, modify the terms and time of 83 payment of said outstanding principal balance, join in any extension or subordination 84 agreement, release any security given therefor, take or release other or additional security, or 85 agree in writing with Maker to modify the rate of interest or period of amortization of this 86 Note or change the amount of the monthly installments payable hereunder, without notice and 87 in such manner as Holder may see fit, all without in any way affecting or releasing the liability 88 of Maker and all endorsers and guarantors hereof. 89Note, 90 91 9' 93 94 iffitfuments, emeept as &peeifieally se4 fenh in this pafagrso, 95 New, my-judgment ebiained will be-enfbfeed-erly against the prepeFty eneumbefed by-the 96 97 93 91) 103 pfeelude 14oldeF fFDFH fMelesiag eF eftfeFeina. 101 102 Maker, and any general partner of Maker, shall be jointly 103 and severally personally liable in the amount of any: 104 1. Loss or damage to the property described in the Security Instruments 105 (herein collectively,the ("Eroplal") caused by physical waste or the gross negligence or 106 willful misconduct of Maker, its agents, employees, contractors, licensees or invitees; 107 2. Loss or damage suffered by Holder which is subject to indemnification under the 108 provisions of the Security Instruments relating to Hazardous Materials, as such term 109 is defined in the Security Instruments, and/or loss or damage to the Property caused by 110 a breach of said provisions; 111 3. Loss or damage caused by the removal or disposal of any portion of the Property or any 112 of the personal property located thereon following any notice of default; RTC Note(California) November 1992(Reviled 12r22193) Pege 3 - 113 4. Loss or damage suffered by Holder as a result of or attributable to any fraud or 'F 114 misrepresentation by Maker contained in the Security Instruments, this Note, or any 115 other documents entered into in connection with the acquisition or financing 116 (including, without limitation, the loan application)of the Property; 117 5. Loss or damage suffered by Holder as a result of the misapplication of. (a) any rents, 118 issues, profits or other receipts generated by or from the Property following any notice 119 of default to Maker, (b) any Insurance proceeds on account of loss or damage to the 120 Property, or (c) any amounts payable in connection with condemnation of all or any 121 portion of the Property; and . 122 6. Any and all costs (including, but not limited to, attorneys' fees whether suit is instituted 123 or not) incurred by Holder in the enforcement of this Note or the Security Instruments 124 following a default by Maker. 125 As used in this Note, "misapplication" means Maker's failure to apply funds to the reasonable 126 and proper costs of ownership, operation, maintenance, repair and (when applicable) 127 restoration of the Property, and to the payment of principal, interest and other amounts due 128 under this Note and Security Instruments. 129 Nothing herein contained shalt in any manner limit HoIder's recourse to the Property or any 130 other property or guarantee given or pledged as additional security for the obligations 131 evidenced by this Note and the Security Instruments. Further, nothing contained in this Note 132 shall prejudice the rights of Holder as to any of the other conditions of the Security 133 Instruments or to secure a deficiency against any other entity or person(s)who hereafter agree 134 to be liable for the payment of this Note. 135 No provision of this Note shall (i) affect any guaranty.or similar agreement executed in 136 connection with the debt evidenced by the Note, or (ii) impair the lien of any Security. 137 Instrument. 133 Presentment, demand, protest, notice of demand and dishonor, of non-payment, and any and 139 all lack of diligence or delays in collection or enforcement hereof and protest are all hereby 140 waived by all makers, sureties, guarantors and endorsers hereof. This Note shall be the joint 141 and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding 142 upon them and their successors and assigns. 1,13 Maker hereby (i) agrees not to elect a trial by jury of any issue triable of right by a jury and 144 (it) waives any right to trial by jury fully to the extent that any such right shall now or 145 hereafter exist. 'Ibis waiver of right to trial by jury is separately given, knowingly and 146 voluntarily, by Maker, and this waiver Is intended to encompass individually each Instance and 147 each issue as to which the right to a trial by jury would otherwise accrue. Holder is hereby 148 authorized and requested to submit this Note to any court having jurisdiction over the subject 149 matter and the parties hereof, so as to serve as a conclusive evidence of Maker's herein contained 150 waiver of the right to trial by jury. Further, Maker hereby certifies that no representative or 151 agent of Holder (including Holder's counsel) has represented, expressly or otherwise, to Maker 152 that Holder will not seek to enforce this waiver of right to trial by jury provision. 153 In the event that any provision of any Security Instrument or this Note conflicts with RTC Note (California) November 1992(Rev6ed 12R2193) Page 4 154 applicable law, such conflict shall not affect other provisions of any Security Instrument or 155 this Note which can be given effect without the conflicting provisions. To this end, the 156 provisions of any Security Instrument and this Note are declared to be severable. 157 In the event that any law limiting the amount of interest or other charges permitted to be 158 collected from Maker is interpreted so that any change provided for in any Security Instrument 159 or this Note, whether considered separately or together with other charges levied in connection 160 with any Security Instrument and this Note violates such Iaw, and Maker is entitled to the 161 benefit of such law, such charge is reduced to the extent necessary to .eliminate the violation. 162 The amounts, if any, previously paid to Holder in excess of the amounts payable to Holder 163 pursuant to such charges as reduced shall be applied by Holder to reduce the principal of the 164 indebtedness evidenced by this Note. For the purpose of determining whether any law limiting 165 the amount of interest or other charges permitted to be collected from Maker has been violated, 166 all indebtedness which is secured by any Security Instrument or evidenced by this Note and 167 which constitutes interest, as well as all other charges levied in connection with such 168 indebtedness which constitute interest, shall be deemed to be allocated and spread over the 169 stated term (including any renewal or extension)of this Note. Unless otherwise required by 170 applicable law, such allocation and spreading shall be effected in such a manner that the rate 171 of interest computed thereby is uniform throughout the stated term (including any renewal or 172 extension)of this Note. This notg is sublect to the Rrovisions�of the attached Rider to Note or 9 lRagew•hich_is InCorpgrAted hCrein by thlSxeEffence, 173 The indebtedness evidenced by this Note is secured by a Deed of Trust&W _ of even date 174 herewith , and, without limiting rights referenced in this Note, reference is made 175 to such Deed of Trust for rights as to acceleration of the indebtedness evidenced by this Note. 176 This Note shall be determined in accordance with the laws of the jurisdiction in which the 177 Property is located, without regard to the application of choice of law principles, except to the 178 extent that such laws are superseded by federal law. 179 NVITNESS/A MAKER: 180 AiN. INC. 181 A.. alifo rcn a CoMratien 182 By: Name: EONARD FELDNIAN Title: Preside 183 By: Name: SHAOUL LEVY Title: Vice-President/Secretary ;.TM9 NOTE AND TUE RIDER HMETO HAVE BEEN ASSIGNM 4�44RSFl?OVER TO f"yTHE ASSIGNEVENDORSEE"NAM=IN ATrACa>M ASSIGNhIITt1C&ENDORSEM1hM. RTC Note(Canrorala) November 1992(lteviaed 12122/93) Page 5 • f f :�, ..�• •1 F •ate .i7!{ RIDER TO NOTE This RIDER TO NOTE (this "Rider") is by this reference made a part of, and incorporated within, that certain RTC NOTE (California) (the "Note") to which this Rider is attached. Unless otherwise defined herein, each term bearing initial capital letters herein shall. have the respective definition . ascribed to such term under the Note. In the event of any conflict between the provisions of this Rider, the Note,any Security Instrument or and any other document or instrument delivered in connection kith the Note, the terms of this Rider shall prevail and control. IN CONSIDERATION OF the recitals set forth in the Note and the mutual covenants, conditions, agreements, representations and warranties contained in the Note and this Rider, and for other good and valuable consideration, the receipt and legal sufficiency of which are acknowledged by Maker, Maker hereby agrees as follows: 1. Default Interest. Notwithstanding any other provision of the Note to the contrary, if there is an default (as defined in Section 10 of this Rider) whether by Maker or any surety, guarantor or endorser of the Note (each, a "Surety"), and such default continues for thirty (30) days, then interest shall accrue, upon the-outstanding principal balance of the Note, from (a) the date of such default, and at all times thereafter, until (b) the earlier of the date upon which (i) such default is cured or (ii) the entire outstanding principal balance of the Note, all accrued but unpaid interest, all late charges and all other amounts and indebtedness owed under the Note are paid in full, at the folkowing default rate: the)Bgr of(i) four percentage (4%) points over the Annual Rate (as defined and set forth in the Note); or Q the maximum rate permitted by law (the "Default Rate"). 2. Computation of Interest. Notwithstanding any provision of the Note to the contrary, interest, whether at the Annual Rate or at default rate, shall be computed on the basis of a Three Hundred Sixty (360) day year and a Thirty (30)day month; provided, however, with respect to any calculation relating to a partial month or a per diem payment, interest shall be computed on the basis of the actual number of days elapsed relative to a Three Hundred Sixty (360) day year, 3. amortization„and Balloon a,ymen . The monthly payments of principal and interest on the Note have been calculated based on the amortization of the original principal sum over a Tbree Hundred Sixty (360) month period, at the Annual Rate set forth in the Note. Accordingly, Maker's monthly payments of principal and interest cannot and will not result In the complete repayment of the Principal on or before the-Maturity Date. MAKER ACKNOWLEDGES AND AGREES THAT A SUBSTANTIAL PORTION OF THE ORIGINAL PRINCIPAL SUM SHALL BE OUTSTANDING AND DUE ON THE MATURITY DATE. 4. Eayment by-Check. If any payments under the Note are made by check, such payments must be delivered to Holder in sufficient time to allow the funds to become "same day" funds on or before the due date for such payment. RTC California Office Rider P e l Rider to RTC Note(California) (California Real Prorrtiu) Ma:R's VTIIAIS Prepared July 3,1441 03M333L 5. Application of Payments. Maker's payments will be applied in the order set forth in that certain Deed of Trust, Assignment of Rents and Security Agreement, with Rider to the Deed of Trust, of even date herewith (the "Deed of Trust"). 6. No Offset. Maker shall make all payments required under the.Note without offset, regardless of any defense, setoff, claim, cause of action, counterclaim or cross-claim, whether liquidated or unliquidated, which Maker may have, or claim to have, against Holder (collectively, "Claims"), and no portion of the indebtedness secured by the Note, or any payment under the Note, shall be, or be deemed to be, offset or compensated by all or any part of such Claims. Maker shall not be entitled to make payments to any third party or escrow pending resolution of any Claims. Maker waives, to the fullest extent permitted by applicable law, the protection and benefits of any statute, code, or judicial decision, whether state or federal, which conflicts with the terms of this Section, including without limitation, Section 431.70 of the Calif mia Code of Civil Procedure, as amended, and any successor provision or statute thereto. 7. I.atc Payment Chargg. Pursuant to the Note, Maker may be required to pay a "late charge" as liquidated damages (see lines 42 through 45 inclusive of the Note). Maker acknowledges that a late payment of any regular monthly installment due under the Note to Holder will cause Holder to incur additional costs (including without limitation, additional loan servicing and accounting costs) and that the exact amount bf these costs will be costly, inconvenient, extremely difficult and impractical to assess. Maker and Holder agree that the "late charge," as set forth in the Note, represents a fair and reasonable estimate of the costs and/or Iosses that Holder will incur by reason of Iate payment. Holder's acceptance of any such "late charge" shall not constitute a waiver of Maker's default and shall not prevent Holder from exercising any of Holder's other rights and remedies upon such default. Notwithstanding any other provision of the Note to the contrary, if applicable federal or state law regulates the amount of "late charge" which may be lawfully imposed, then the "]ate charge" shall be the maximum amount permitted by applicable law, but in no event shall exceed five percent (5l) of the unpaid portion of such installment. 8. Secur Instruments. Any and all property securing the Note described under any and all Security Instruments shall be collectively referred to as the "Collateral." Notwithstanding any other provision of the Note to the contrary, the terms "Security Instrument" or "Security Instruments" do not include any RTC Guaranty of Payment and Performance or any rider thereto, any RTC Assignment of Leases, Rents, and Profits or any rider thereto, or any Environmental Indemnity. 9. &olgration. To the extent that Holder has the right to accelerate the indebtedness under the terms of the Note (see lines 22 through 33 inclusive), Holder may exercise such right without demand or notice to Maker; and Maker hereby expressly waives any such right to demand or notice. 10. Defaults. Without limiting the generality of the terms and provisions of the Note, at Holder's option (but without obligation to exercise such right), and regardless of any prior forbearance by Holder, the term "default," for all purposes of the Note (including without limitation, the right to accelerate under lines 22 through 33 inclusive and the right to resort to any collateral under lines 35 RTC Cali OM4 Offike Rider Page 2 Ridet io RTC Now(CaU miu) (California Real Pmpcnks) 161A)MVS Lr'IlIA1.S Pmued Iuly 7.M J through 41 inclusive) and for all purposes of this Rider, shall mean and include all of the following events: a. Pgvments Tinder jhis Note. Maker's failure to pay any regular monthly installment payment or any other payment due under this Note or any other Security Instrument, on or before such payment's due date. b. &n-monelM O li ati n nder h N t . Maker's failure to duly observe or perform any covenant or obligation imposed on Maker pursuant to the terms of the Note, other than the payment of money; provided, howeve , that if any such default is reasonably susceptible to cure, Maker shall be entitled to a grace period of thirty (30) days following Holder's delivery of written notice of such default in which Maker shall cure such default; &Trther provided, however, that if such curable default reasonably requires more than thirty (30) days to cure, and Maker has promptly commenced cure of such default within the thirty (30) day grace period and thereafter uses reasonable and continuous diligence to cure such default, then the thirty (30) day period shall be reasonably extended, but not to exceed sixty (60) days, unless otherwise agreed in writing by the Holder hereof. C. Default Under Security InstrtlmCnts. The occurrence of a default or breach under any Security Instrument, without cure as provided therein. d. Ground Lease. If the property described under the Deed of Trust securing the Note (the "Property") is a leasehold estate in real property, Maker's default under, or breach of, the terms of the ground lease creating and governing such leasehold estate. e. Misr reSentation. The discovery by Holder that(i)any representation or warranty given in the Note or in any Security Instrument; and/or (ii) any information or documents (including without limitation, the loan application and financial statements) given to Holder by Maker (and/or any Surety of the Note) as an inducement for Holder to extend the credit represented by the Note; and/or (Bi) any representation or warranty given in the Purchase and Sale Agreement for the Property (or the Seller Financing Addendum attached thereto) is false or misleading or inaccurate in any material respect, as of the date such representation, warranty, information or documents (as the case may be) were made or given. f. Insolvengy. The occurrence of any of the following events: L If Maker or any Surety shall make an assignment for the benefit of creditors, of any or all of Maker's or such Surety's assets; including without limitation,all or any part of the Collateral; RTC C Womia Office RW"Pqe 3 Rider to RTC Note(UXOMW (California Real Pmpei&4) 11u vs mrnALs hgamd July 3.1991 Fr- J ii. If a custodian, trustee, receiver, or agent is appointed for, or takes possession of any or all of the property of, Maker or any Surety; including without limitation, all or any part of the Collateral; iii. If Maker or any Surety becomes "insolvent" as.that term is defined in Section 101(32) of Title 11-of the United States Code (the "Bankruptcy Code"); iv. If Maker or any Surety is unable to meet its respective debts as such debts mature, or does or fails to do anything that allows Maker's or such Surety's various obligations (as the case may be) to become due before their stated maturity; V. If Maker or any Surety shall (1) file a petition with the Bankruptcy Court under the Bankruptcy Code or (2) otherwise file any petition, or apply to any tribunal, for appointment of a custodian, trustee, receiver, or agent of Maker or of such Surety, or (3) commence any proceeding related to Maker or such Surety under any bankruptcy, reorganization, arrangement, insolvency, debt readjustment, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; vi. If any petition is filed against Maker or any Surety under the Bankruptcy Code and either(1)the Bankruptcy Court orders relief against Maker or such Surety under any chapter of Bankruptcy Code or(2)such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; vii. If any petition or application of the type described in Section 10.d.vi is filed against Maker or any Surety, and either (1) Maker or such Surety, by any act, indicates Maker's or such Surety's approval thereof, consent thereto or acquiescence therein (as the case may be), or (2) an order is entered appointing any such custodian, trustee, receiver or agent, adjudicating Maker or such Surety bankrupt or insolvent, or approving such petition or application in any such proceeding, and any such order remains in effect for more than thirty (30) days; viii. If a notice of lien,levy or assessment (other than those expressly permitted under the Note or the Security Instruments) is filed of record with respect to any or all of Maker's assets or any Surety's assets, including without limitation, the Collateral, by the United States Government, or any department, agency or instrumentality thereof, or by any state, county, municipal or other governmental agency, or if any taxes or debts owing at any time hereafter to any one or more of such entities become a lien (except as expressly permitted by the Note or the Security Instruments), whether inchoate or otherwise, upon any or all of Maker's assets or any Surety's assets, including without limitation,all or any part of the Collateral, and the same is not paid on or before the date due. ix. If any or all of Maker's assets or any Surety's assets(including without limitation, all or any part of the Collateral), is attached, seized, executed upon, or subjected to a RTC California Office Rider No 4 Rider to RTC New(California) (California Real Progenies) MAIMM LN-MALS Prepared July 3.M 1 writ of possession or distress warrant, or are otherwise levied upon, and the same is not released, discharged or bonded against within fifteen (30) days of the seizure, execution, attachment or levy. 11. Conflict Between Note and Security Instrument. In the event of any overlap between the Note and any of the Security Instruments as to when an default occurs, such default shall be deemed to occur at the earliest date set forth in the. Note or the applicable Security Instrument, as the case may be. Further, in the event of any conflict in the definition of what constitutes a "default" between the Note and any Security Instrument,the scope of such default and the timing thereof shall be construed liberally in favor of Holder. 12. Further Waivers. In addition,Maker and each Surety waives and agrees not to assert: (a)notice of the existence, creation or incurring of new or additional indebtedness of Maker to Holder; (b) the benefits of any statutory provision limiting the liability of a Surety, including without limitation, the provisions of Sections 2787 through 2855 inclusive, and 2899, 3433 and 3606 of the California Civil Code (and any successor provisions thereto); and (c) any defense arising by reason of any disability or other defense of Maker or by reason of the cessation from any cause whatsoever (other than payment in full) of the liability of Maker for payment of the Note. Until payment in full of the Note, no Surety shall have any right of subrogation and each hereby waives any right to enforce any remedy which Holder now has, or may hereafter have, against Maker or any other Surety, and waives any benefit of, and any right to participate in, any security now or hereafter held by Holder. Maker agrees that to the extent Maker or any Surety makes any payment to Holder in connection with the indebtedness evidenced by the Note, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Holder or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment, a "Preferential Payment"), then the indebtedness of Maker under the Note shall continue and shall be reinstated, and, to the extent of any refund of such Preferential Payment by Holder; and that part of the indebtedness initially met and satisfied by such Preferential Payment shall be revived and continue in full force and effect, as if said Preferential Payment had never been made. 13. 1?jepayment: Makcr's Wiliver. a. Maker acknowledges that, under cert�dn circumstances more fully set forth in the Note (see lines 56 through 78 inclusive of the Note), a prepayment premium (a "Prepayment Premium")may be payable upon prepayments of the outstanding principal balance of the Note. By initialing separately below, Maker expressly waives any right to prepay the Note, voluntarily or involuntarily, except on the express terms set out in the Note. If (i)(1) the maturity of the Note is accelerated by reason of any default or (2) due to a transfer or further encumbrance of the Property (an "Accelerating Transfer"), pursuant to the Deed of Trust securing the Note, and (ii) Maker is then subject to a prepayment premium under the Note, then Maker agrees that any tender curing either the default or following an Accelerating Transfer, without the required Prepayment Premium shall constitute an evasion of the prepayment restrictions set forth in the Note and shall be RTC CaWornis Office Rader rase S Rider b RTC Noto(California) (t:aI-Oia Red properties) TkUKER's LNMAU Prepuod ruy 3,M deemed a voluntary prepayment. Holder may require payment of the Prepayment Premium as a condition of accepting any such tender. The Prepayment Premium shall be included in the total indebtedness secured by the Deed of Trust for all purposes (including without limitation, those related to a foreclosure sale Under the Deed of Trust). Holder may include the amount of the Prepayment Premium in any credit bid Holder . may make at a foreclosure sale. b. Maker acknowledges that prepayment of the Note may result in a subsequent Holder's incurring additional costs, expenses, liabilities and lost opportunities. Therefore, Maker agrees to pay the Prepayment Premium, as and when required by the Note, and further agrees that such Prepayment Premium represents a reasonable estimate of the prepayment costs, expenses, liabilities and lost opportunities of such subsequent Holder. By initialing separately below, Maker acknowledges that Maker is a knowledgeable real estate developer or investor and fully understands the effect of the waiver contained in this Rider. Maker agrees that Holder's willingness to offer a fixed interest rate to Maker is sufficient and independent consideration for this waiver, and Maker understands that Holder would not offer fixed interest rates to Maker absent this waiver. C. Notwithstanding any other provision of the Note or this Rider to the contrary, if any funds deposited pursuant to any Capital Improvement Escrow Agreement, Replacement Reserve Agreement or Remediation Escrow Agreement is applied to any outstanding principal amounts owing under the Note, then no Prepayment Premium shall apply to the application of such funds. MAKER'S WITIALS with reference to the foregoing Section 13. 14. Due—_gn $ale Provisions. Maker understands and acknowledges that Paragraph 20 of the Deed of Trust, as amended and modified by Section 2 of the Rider to the Deed of Trust, securing the Note, contains the following "due on sale" and *due on encumbrance" provisions: "a. If the Property, or any part of or any interest in the Property, is sold, conveyed, transferred, alienated, leased (except for the demise of space within the improve- ments located on the Property under leases to tenants in the ordinary course of Borrower's operation of the Property), or further encumbered, whether voluntarily or involuntarily, without Lender's prior written consent (which consent may be withheld in Lender's sole discretion), Lender shall have the right, at Lender's sole option, to declare the Note and any other obligations secured by the Deed of Trust immediately due and payable regardless of the 'Maturity Date'specified in the Note. In any event in which Lender, in Lender's sole discretion, consents to any further encumbrance of the Property, such consent may be conditioned upon delivery to, and for the benefit of Lender,a subordination agreement duly executed by Borrower and the grantee, mortgagee or beneficiary of such further encumbrance, such RTC California office Rider Pie 6 Rider to RTC Now(Ca&mnia) (Ca9miia Real Fropenki) bfALTJt'S LNTnALS Jhvued July 3.1993 subordination agreement being in form and substance acceptable to Lender, in Lender's sole discretion. "b. If G)Borrower is a corporation,partnership,trust or other legal entity and(u') there is a transfer,assignment or hypothecation,whether voluntary or involuntary,of any stock, partnership or other ownership interest (as the case may be), which changes the direct or indirect beneficial ownership of such entity, existing as of the date of the Deed of Trust, by more than twenty-five percent (257o) in the aggregate, then Lender shall have the right, at Lender's sole option, to declare the Note and any other obligations secured by the Deed of Trust immediately due and payable, regardless of the 'Maturity Date' specified in the Note, unless Lender has granted Lender's prior written consent to such transfer, assignment or hypothecation." 15. Personal LiabilitX. Without in any way limiting the provisions of the Note, Maker, and any general partner of Maker, shall be jointly and severally personally liable for: a. Loss or damage suffered by Holder, or the Property, which loss or damage is subject to indemnification under the provisions of the Environmental Indemnity or is caused by a breach of such provisions; b. Loss or damage suffered by Holder as a result of the misapplication (as defined in the Note; see lines 125 through 128 inclusive) by Maker of any security deposits received by Maker under leases demising space within the improvements located on the Property or under leases of the Property itself or parts thereof, following any Notice of Default under the Note or any Security Instrument. 16. &MneXs Fees. Notwithstanding any provision of the Note to the contrary, if any lawsuit, arbitration or other dispute resolution proceeding is commenced which arises out of or relates to the Note or any Security Instrument, the prevailing party shall be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees in the action, reference or arbitration, in addition to those costs and expenses otherwise allowed by law. In all other situations, including any out-of-court collection action or any bankruptcy or other voluntary or involuntary insolvency proceeding (whether in or out of court), Maker agrees to pay all of Holder's costs and expenses,including attorneys' fees, which Tray be incurred in enforcing or protecting Holder's rights or interests. From the time(s) incurred until paid in full to Holder, all such sums shall bear interest at the Default Rate. Whenever Maker is obligated to pay or reimburse Holder for any attorneys' fees, those fees shall include the allocated costs for services of in-house counsel. 17. Representations of Maker. In addition to all representations and warranties of Maker set forth in the Security Instruments, Maker represents and warrants that all information provided by Maker and/ or the Sureties to Holder, as an inducement for Holder extending this credit (including without limitation, all matters described in all financial statements and documents provided to Holder) are true, accurate and complete as of the date of the Note. RTC Caumnia Office Rider? e 7 Rider to RTC Now(California) (California Real Properties) MAI►MM LN Prcpued July 3.1993 18. Maker's Obligations NotDelegaale. Maker may not delegate Maker's duties under the Note without Holder's prior written consent; provided, w v r, no delegation of such duties or obligations shall release Maker or any Surety from any duty or obligation under the Note or any of the Security Instruments. 19. Consent to Salr, of Noce. Holder, in Holder's sole discretion, may sell, assign, encumber, hypothecate, pledge, or otherwise transfer or alienate the Note, either in part or in its entirety, and any or all Security Instruments, without notice to, or the consent of, Maker or any Surety. Also without notice to, or the consent of, Maker or any Surety, Holder may disclose to any actual or prospective purchaser of the Note any financial or other information,data or material in Holder's possession relating to Maker, the Note or the Property described in the Deed of Trust. If Holder so requests, Maker shall sign and deliver a new note to be issued in exchange for the Note. 20. Successors and Assigns. Subject to the foregoing Sections 18 and 19, the Note and all of the covenants, promises, and agreements contained in the Note shall be binding on and inure to the benefit of the respective legal and personal representatives, devisees, heirs, successors, and assigns of Maker and Holder. 21. Notices All notices, demands, requests, consents, approvals or other communications ("Notices"), required or permitted to be given hereunder, or which are given with respect to the Note or any Security Instrument shall be in writing, and shall be given by (a) personal delivery, (b) telex or thermal facsimile, with original to follow by U.S. Mail, (c) United States mail, registered or certified, return receipt requested, postage prepaid, (d)Federal Express, DHL or other nationally recognized air- borne/ overnight delivery service. If given under the methods in clause (a) or (d), then Notice shall be deemed to have been given upon receipt; if given under the methods in clause (b), then Notice: shall be deemed to have been given upon confirmed transmission; if given under the methods in clause (c), the Notice shall be deemed given on the third (3rd) business day following the date mailed. Each party, and their respective counsel, hereby agree that if Notice is to be given hereunder by such party's counsel, such counsel may communicate directly with all principals, as required to comply with the foregoing notice provisions. Notices shall be addressed to each appropriate party as set forth below: Maker: 501 MAIN, INC. c!o Mr. Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, CA 90401 Attention: Mr. Shaoul J. Levy, Vice-President/Secretary. -- with. cow: 501 Main, Inc. c/o Mr. Leonard Feldman, President RTC California Other Rid"Pale a Ride to RTC Note(Cal aiO La) {California Real Propert;a) Atu=ls LNULUA Pm"July 3.1"3 a• -- to Holder: CHARTER SERVICE CORPORATION a wholly-owned Subsidiary of THE RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank, F.S.B. c/o Llidland Loan SCrvices 210 West loth Street, P.O. Box 419158 Kansas City. Missouri 64141-6158 -- with a copy to: CHARTER SERVICE CORPORATION c/o THE RESOLUTION TRUST CORPORATION, as Receiver for Charter Savings Bank California Office, Legal Division 4000 MacArthur Boulevard, Fifth Floor Newport Beach, California 92660 Attention: Section Chief, Real Estate or to such other address as the receiving party shall have specified most recently by Notice, with a copy to the other parties hereto. Any Notice given to the estate of a party shall be sufficient if addressed to the party as provided in this Section. 22. Governina_Law. The rights and obligations of Maker and Holder under the Note shall be interpreted according to the laws of the United States of America and, where the laws of the United States of America are not applicable, according to the laws of the State of California. 23. Waiver of Statute of Limilations. Maker, and every Surety of Maker's obligations under the Note, waives the rights conferred by any statute of limitations to the fullest extent permitted by applicable law. 24. Amendment. No supplement, modification, amendment or discharge of any term, provision, or condition of the Note shall be binding or enforceable unless executed in writing by Holder. 25. Time of Essence. Time is of the essence for each and every obligation under the Note. 26. Location of Making. The undersigned acknowledges that the Note is made and entered into in the City and State first above written. . THIS RIDER AND THE ACCOMPANYW G NOTE HAVE BEEN ASSIGIYF� :AND ENDORSED OVER TO TIIE ASSIGNEE/ENDORSEE NAMED IN WE ~- ATTACHED ASSIGNMEN &ENDORSEMENT. h- RTC California Office Rides Pqe 9 Rider to RTC Now(Califamia) (California Real propert ) I�IAI�i'S L� Pmpucd Iuly 3.1993 r ,,. RECFry NT AND END R EMENT OF CITY C� -., CITY TH OF (SECURED] NOTE & RIDER ERETO HUNTMCMIt rF ECH.L�LIF. auL 19 q 24 WITHON COURSE AND FOR VALUABLE CONSIDERATION, the adequacy and receipt of which are hereby acknowledged, the undersigned, the named Holder under that certain Tie and Rider to Note (collectively, "Note"), dated October 28 , 1994,and executed by 501 Main, Inc., as Maker and obligor, in favor of Ch rter-Sery ce_Q1porgtion,a WhQllyQwned Sqhsiaiaa_ the Resolu ign ToIS,Corooration, as Receiver for Charter Savings Bank, as Holder and obligee, and which Note is secured by that certain Deed of Trust and Assignment of Rents and Security Agreement, of even date therewith, as ASSIGNOR and ENDORSER ("Assignor") hereby assigns, transfers and endorses its rights and interests in the Note -- the latter evidencing a Loan from Holder to Maker being held pursuant to that certain Real Estate Loan Participation Agreement ("LPA"), dated October _23, 1994, between Holder as the participant-lender ("Participant") thereunder, and the Redevelopment Agency of the Cily ofHuntington Beat, as the agency-lender thereunder("Agent")—unto and over to the order oC the undersigned Redevelopment Agency of the City of Huntington Beach as ASSIGNEE and ENDORSEE ("Assignee% in and to be held through its capacity as Agent and the agent-lender under by virtue of the LPA. The foregoing ass ignmentlendorsement is made in accordance with and subject to the terms and conditions of the LPA and is further governed by the provisions of that certain Agreement for Assignment and Transfer of Interests,of even date herewith,entered into between Holder/Assignor (as Participant) and Agent/Assignee. By its signature below, Assignee has acknowledged its agreement to and acceptance of this Assignment and the terms and conditions applicable thereto. The original of the Note is affixed and attached hereto, and this Assignment/Endorsement shall constitute and be deemed part and parcel thereof, such that both the Note and this instrument shall be one and the same document. Dated: October 2 8 , 1994 ACCEPTED AND &UREED Assignor(Holder: Assignee/Age: CHARTER SERVICE CORPORATION THE REDEVELOPMENT AGENCY OF A California Corporation THE CITY OF HUNTINGTON BEACH A Municipal Corporation And Body Politic By: — By: .� Name: „ 9#1ftdWd, RICHAEL UBE UAGA Title: , y Executive Director 1 n-2z,- 4 f- APPF071ED AS To FORK: GAIL FUTTON, Ci-y Attorney By: Deputy City Attorney ' ASSIGNMENT or RTC Note t'rim tom: ocwbcr 19.IM] RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: FIYErr QUAN, COHEN, KURATIASIII, YANG, �L:F. 110C fi 94-0639111 SCiiOLTZ & HIRAII'O JUL 01—tIOV-1994 08:00 A;i A Professional Law Corporation Attorneys At Law ) Recorded in Official Records 777 South Figueroa Street, 38th Floor ) cf Ora?re County, California Los Angeles, California 90017-2513 ) Lee A. Branch, County &e{crd-r i tie 1 of 12 Fees: I 43 1 Attention: Richard P. Yang. Esq. ) Ta"' S O.OA FECO`7En," REQUESTED Bg: ) C0:,4;;.',:i',VEALTH LAP4D TITLE ) ESpwc Abme dils Line for 1c"w&es Use] RESOLUTION TRUST CORPORATION ASSIGNMENT OF LEASES, RENTS AND PROFITS m _ 1 THIS ASSIGNMENT OF LEASES, RENTS, AND PROFITS ("As.�nment ) is made this 2Bthday 2 of . October , 1994,by 5Q1 MAT.N_ INC. (" : r") in favor of 3 CHARTER SERVICE CORPQRATION,a Calif.corporation,a wholly-owned Subsidiary of the RESOLUTION a f 4 TRUST CORPORATION ("RTC"), an entity organized and existing under the laws of the United States, I 5 as Receiver for CHARTEF, SAVItIQSANK B ("Ail! n "). 6 WITNESETH : 7 FOR VALUE RECEIVED, Assignor does hereby sell, assign, transfer, set over and deliver unto 8 Assignee, its successors and assigns, all leases, written or oral, whether now existing or 9 hereafter executed, and all agreements for use or occupancy of any portion of the premises, 10 together with the buildings and improvements thereon, situate in the CiMof Huntington Beach County of 11 Orange. State of California and more particularly described in Exhibit A attached hereto and made a part 12 hereof, having the address of. 501 Main Street, Huntinglon Begch. CA_92648 ("Premises"). 13 TOGETHER WITH any and all extensions and renewals thereof and any and all further leases, 14 lettings or agreements (including subleases thereof and tenancies following attornment) upon 15 or covering use or occupancy of all or any part of the Premises (collectively, "eases"); 16 TOGETHER NVPTII any and all guarantees of lessee's performance under any of the Leases; and 17 TOGETHER UTTH the immediate and continuing right to collect and receive all of the rents, 18 income, receipts, revenues, issues and profits now due or which may become due or to which 19 Assignor may now or shall hereafter (including the period of redemption, if any) become 20 entitled or may demand or claim, arising or issuing from or out of the Leases or from or out 21 of the Premises or any part thereof. 22 SUBJECT,however, to a license hereby granted by Assignee to Assignor, as trustee for the 23 benefit of Assignee but limited as hereinafter provided, to collect and receive all of the rents, 24 income, receipts, revenues, issues and profits (collectively " n m ") so long as there shall exist 25 no default by Assignor under this Assignment or any of the Loan Documents (as defined 26 below). Assignment of Leases, Rents and Profits November 1992(Revised 12/22/93) Page I 27 TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns forever, or for 28 such shorter period as hereinafter may be indicated. 29 ABSOLUTELY AND FOR THE PURPOSE OF SECURING the payment of the indebtedness 30 in the total amount of, Sgven Hundred Seventy-Nine lbogaand gnd Noll00 Dollars 31 77 evidenced by that certain Note bearing even date herewith, 32 made by Assignor in favor of Assignee, including any extensions, modifications or amendments 33 thereof and any note or note supplemental thereto, as well as the performance of the 3.3 obligations of Assignor set out in this Assignment -and the ocher documents evidencing, 35 governing or securing the indebtedness of Assignor under the Note (collectively, " an 36 DQmments"). 37 ASSIGNOR IRREVOCABLY CONSTITUTES and appoints Assignee as its lawful attorney in 38 its name and stead to: 39 1. Collect any and all of the Income; 40 2. Use such measures, legal or equitable, as in its discretion may be deemed necessary or 41 appropriate to enforce the payment of the Income and/or any security given in 42 connection therewith; 43 3. Secure and maintain the use and/or possession of the Premises and/or any part thereof; 44 4. Fill any and all vacancies and to rent, lease and/or let the Premises and/or any part 45 thereof at its discretion; 46 5. Order, purchase, cancel, modify, amend and/or in any and all ways control and deal 47 with any and all policies of insuran.-e of any and all kinds now or hereafter on or in 48 connection with the whole or any part of the Premises at its discretion and to adjust any 49 loss or damage thereunder and/or to bring suit at law or in equity therefor and to 50 execute and/or render ,any and all instruments deemed by Assignee to be necessary or 51 appropriate in connection therewith; 52 6. Adjust, bring suit at law or in equity for, settle or otherwise deal with any taking of 53 any or all of the Premises for public purposes as aforesaid or any claim for real or 54 alleged harm or damage as aforesaid and to execute and/or render any and all 55 instruments deemed by Assignee to be necessary or appropriate in connection therewith; 56 and 57 7. Adjust, settle or otherwise deal with any abatements and to execute and/or render any 53 and all instruments deemed by Assignee to be necessary or appropriate in connection 59 therewith; hereby granting full power and authority to Assignee to use and apply the 60 Income to the payment of any taxes and assessments (general and/or special) and 61 charges of any nature whatsoever that may be levied or assessed in connection with the 62 Premises, to the payment of premiums on such policies of insurance on or in connection 0 with the whole or any part of the Premises as may be deemed advisable by Assignee, to E4 the payment of any all indebtedness, liability or interest of the undersigned and/or (5 those secured by the Loan Documents, whether now or hereafter existing, to the E6 payment of all expenses in the care and management of the Premises, including such 67 repairs, renovations, alterations, additions and/or improvements to the Premises, or any 68 part thereof, as may be deemed necessary or advisable by Assignee, to the payment of fig attorneys' fees, court costs, labor charges and/or expenses incurred in connection with Assignment of Leases, Rents and Profits November 1992(Revised 127.1193) Page 2 70 any and all thing which Assignee may do or cause to be done by virtue hereof, and to 71 the payment of such interest on the indebtedness or on any of the foregoing, if any, as 72 may be deemed necessary or advisable by Assignee; also hereby granting to Assignee full 73 power and authority to make contracts for the care and management of the whole or 74 any part of the Premises in such form and providing for such compensation as may be 75 deemed advisable by Assignee, and for the performance or execution of any or all of 76 these presents, to constitute, appoint, authorize in its place and stead, put and substitute 77 one attorney or attorneys, and/or the same at its pleasure again to revoke, and to do, 78 execute, perform and finish for Assignor and in Assignor's name all and singular those 79 things which shall be necessary or advisable or which Assignor's said attorney or its 80 substitute or substitutes shall deem necessary or advisable in and about, for, touching 81 or concerning these presents or the Premises as thoroughly, amply and fully as Assignor 82 could do concerning the same, being personally present, and whatsoever Assignor's said 83 attorney, or its substitute or substitutes shall do or cause to be done in, about or 84 concerning these presents or the Premises or furnishings therein or any part of any of 85 them, Assignor hereby ratifies and confirms; and also hereby granting to Assignee full 86 power and authority to exercise at any and all times each and every right, privilege and 87 power herein granted, without notice to Assignor. 88 TO PROTECT THE SECURITY OF THIS ASSIGN INIEW, Assignor covenants and %srrants 89 that: 90 1. Assignor is the owner in fee simple absolute of the Premises and has good right to 91 assign the Leases and Income hereby assigned, and that no other person, firm or 92 corporation has any right, title or interest therein except lessees. 93 2. Assignor has duly and punctually performed, and will continue duly and punctually to 94 perform, all and singular the terms, covenants and warranties of the existing Leases on 95 Assignor's part to be kept, observed and performed. 96 3. Assignor has not previously sold, assigned, transferred, mortgaged or pledged the 97 Income from the Premises, whether now due or hereafter to become due. 98 4. Any of the Income due and issuing from the Premises or from any part thereof for any 99 period subsequent to the date hereof has not been collected and that payment of any of 100 same has not otherwise been anticipated, waived, released, discounted, set off or 101 otherwise discharged or compromised; Assignor has not received any funds or deposits 102 from any Iessee in excess of two (2) months' rent for which credit has not already been 103 made on account of accrued rents; and the lessee under any existing Lease is not in 104 default of any of the terms thereof, except as previously disclosed in writing. 105 5. The terms of the Leases will not be altered, modified or changed, nor will the Leases be 106 surrendered or canceled prior to their expiration date, nor will any proceedings for the 107 dispossession or eviction of any lessee under the Leases be instituted, without the prior 108 written consent of Assignee in each instance, except in the ordinary course of business 109 of the Assignor. 110 6. Assignor will not grant any consent to assign or sublet any of the Leases by any lessee 1I1 thereunder without the prior written approval of Assignee in each instance. Assignment of Leases, Rents and Profits November 1992(Revised 12/22/93) Page 3 112 7. No request will be made of any lessee to pay rent, and no rent will be accepted in 113 advance of the dates upon which such rent becomes due and payable under the terms 114 of the Leases, it being agreed between Assignor and lessees that rent shall be paid as 115 provided in Leases and not otherwise. 116 8. Upon default beyond applicable cure periods, if any; under the terms of this 117 Assignment or the other Loan Documents, or at any time after such default, Assignee, 118 its successors or assigns, at its or their option and without further consent thereto by 119 Assignor or any subsequent owner of tht Premises, shall have the right, power and 120 privilege (but shall be under no duty) to enter in and upon the Premises and take 121 possession thereof, and collect the Income thereof, and apply same to the payment of 122 the cost of. all alterations, renovations, repairs, replacements and expenses incident to 123 the taking and retaining possession of the Premises and the management and operation 124 thereof (including, but not limited to, the maintenance of property insurance on the 12S Premises; all taxes, charges, claims, assessments, water rents and any other liens which 126 may be prior in lien to the Loan Documents; and the indebtedness evidenced and 127 secured by the Loan Documents together with all costs and attorneys fees, in such order 128 or priority as to any of such items as Assignee, in its sole discretion, may determine, and 129 notwithstanding any statute, law, custom or use to the contrary). Furthermore, Assignee 130 may do every act and thing that such Assignor or any subsequent owner of the Premises 131 might or could do. 132 9. Upon curing all defaults, Assignor, its successors or assigns, shall again be entitled 133 to collect and retain the Income under the Leases. 134 10. Upon full payment of all indebtedness evidenced and secured by the Loan Documents 135 and the performance by Assignor of all obligations under the Loan Documents, this 136 Assignment shall be rendered mull and void and the Leases shall be reassigned to the 137 then owner in fee of the Premises or to such person or persons as said owner may direct 138 by written notice to Assignee. 139 11. Assignee shall not be obligated to perform or discharge, nor does it hereby undertake 140 to perform or discharge, any obligation, duty or liability under the Leases, or under or 141 by reason of this Assignment, and Assigror shall and does hereby agreed to defend and 142 indemnify Assignee for, and to hold Assignee harmless of and from, any and all 143 liabilities, claims, demands, causes of action, judgments, losses, damages, costs and 144 expenses (ncluding attorneys' fees whether suit is instituted or not) - whether known 145 or unknown, liquidated or contingent - (collectively - 'Claims") which Assignee may 146 incur under the Leases or under or by reason of this Assignment, and of and from any 147 and all Claims whatsoever which may be asserted against Assignee by reason of any 148 alleged obligations or undertakings on Assignee's part to perform or discharge any of 149 the terms, covenants or agreements contained in the Leases. Should Assignee incur any 150 such liability, loss or damage under said Leases or under or by reason of this 151 Assignment or in the defense of any such claims or demands, the amount thereof, 152 including costs, expenses and reasonable attorneys' fees, shall be secured hereby. 153 Assignor shall reimburse Assignee therefor immediately upon demand, and upon the 154 failure of Assignor so to do, Assignee may, at its option, declare all sums secured hereby 155 or by any Loan Document to be immediately due and payable in full, subject to any 156 applicable grace periods contained in the Loan Documents, or Assignee may reimburse Assigament of Leases,Rents and Profits November 1992(Revised 12122/93) Page 4 157 itself therefor out of any Income collected by Assignee pursuant to this Agreement. 158 12. Assignee shall not be responsible for the control, care, management or repair of the 159 Premises, nor for carrying out any of the terms and conditions of the Leases, nor for 160 any waste committed or permitted on the Premises by any lessee nor shall Assignee be 161 liable by reason of any dangerous or def.-ctive condition on or about the Premises, nor 162 for any negligence in the management, upkeep, repair or control of the Premises 163 resulting in loss or injury or death to any tenant, licensee, employee, invitee or stranger. 164 13. Assignee shall not in any way be responsible for failure to do any or all of the things 165 for which rights, interests,powers and/or authority are herein granted to Assignee and 166 Assignee shall be liable only for such monies as it actually receives under the terms 167 hereof; provided, however, that failure of Assignee to do any of the things or exercise 168 any of the rights, interests, power and/or authorities hereunder shall not be construed 169 to be a waiver of any of the rights, interests, powers or authorities hereby assigned and 170 granted to Assignee. 171 14. Assignor will execute, upon the request of Assignee, any and all instruments requested 172 by Assignee reasonably required to carry these presents into effect or to accomplish any 173 other purpose deemed by Assignee to be necessary or appropriate in connection with 174 these presents or the Premises. 175 15. These presents shall in no way operate to prevent Assignee from pursing any remedy 176 that it now or hereafter may have becaus-. of any present or future breach of the terms 177 or conditions of the Loan Documents or any extension thereof. 178 M. Upon default beyond applicable cure periods, if any, by Assignor under the terms of 179 this Assignment or the other Loan Documents, Assignor does further specifically 180 authorize and instruct each and every present and future Iessee of the whole or any part 181 of the Premises to pay all unpaid Income agreed upon in each tenancy to Assignee upon 182 receipt of demand from Assignee to so pay the same. 183 17. Assignee (a) may take or release other security; (b) may release any party primarily or 184 secondarily liable for any indebtedness secured hereby; (c) may grant extensions, 185 renewals or indulgences with respect to such indebtedness; and (d) may apply any other 186 security therefor held by Assignee to the satisfaction of such indebtedness, all of the 187 foregoing to be without prejudice to any of Assignee's rights hereunder. 198 18. Nothing contained in this Assignment, and no act done or omitted by Lender_Assienee pursuant 189 to the powers and rights granted Assignee of this Assignment, shall be deemed to be a 190 waiver by Assignee by-of Assignee's rights and remedies under the Loan Documents, but 191 this Assignment is made and accepted without prejudice to any of the rights and 192 remedies possessed by Assignee under the terms of the Loan Documents. The right of 193 Assignee to collect the indebtedness and to enforce any other security therefor owned 194 by Assignee may be exercised by Assignee either prior to, simultaneously with, or 195 subsequent to any action taken by Assignee hereunder or under the Loan Documents. 196 19. In the event the Loan Documents are transferred by Assignee to any other person or 197 entity, Assignor covenants and agrees that all the provisions herein contained shall be Assignment of Leases,Rents and Prorits N November 1992(Revised 1212W3) Page 5 198 applied to and inure to the benefit of the holder of the Loan Documents in the same 199 manner and to the same extent as if the transferee was the original assignee of the 200 Leases herein named. 201 20. The terms, covenants, conditions and warranties 'contained herein and the powers 202 granted hereby shall run with the land, shall inure to the benefit of and bind all parties 203 hereto and their respective heirs, executors, administrators, personal representatives, 204 successors and assigns, and all lessees, subtenants and assigns of same, and all occupants 205 and subsequent owners of the Premises. 206 21. All notices, waivers, demands, requests and other communications required or permitted 207 by this Assignment (collectively, " ti ") shall be in writing and given by (a) personal 208 delivery, (b) established overnight commercial courier with delivery charges prepaid or 209 duly charged, or (c) registered or certified mail, return receipt requested, first class 210 postage prepaid: 211 If to Assignee, to: rb ralign- Lender 212 c/o MIDLAND LOAN SERVICES, Loan Servicer 213 _ Attn: Mr—Charles I. Sintale 214 [FOR: Resolution Trust Corporation] 215 210 West 1Oth Street 216 P.O. Box 419158 Kansas City_ Missouri 64141-6158 217 with a copy to: Mr. David L. Johnson.Eaq,.. StnioLAISomy 218 As.eLt Deposition]II 219 California ffice, Legal Division 220 Resolution Trust Corporation 221 4000 MacArthpr Bollevard 222 NenM Beach, alif i92660-251 223 If to Assignor, to: 501 MAI&INC, Cal if is CoWration 224 gIr Mr. Shaoul J. Lew 225 100 Wilshire Boulevard, Suite 1230 226 Santa Monica, CalifoMia-90401 227 Attn:-Nir Shaoul LM, Vice-President/Secre= 228 with a copy to: Leonard dFei man President 229 229 clu 230 231 232 Attn: Mr,.L_tQnard Fellman. i n Assignment of Leases,Rents and Profits November 1992(Revised 12rM3) Page 6 233 or to any other address or addressee as any party entitled to receive Notices under this 234 Assignment shall designate, from time to time, by Notice given to the others in the 235 manner provided in this Paragraph. 236 Notices thus given by personal delivery shall be deemed to have been received upon 237 tender to the applicable natural person named above. Notices thus given by overnight 238 courier shall be deemed to have been received the next business day after delivery to 239 such overnight commercial courier. Notices thus given by mail shall be deemed to have 240 been received the second (2nd) day after deposit into the United States Postal System. 241 All copies to the applicable person(s) or entity(ies)designated above to receive copies 242 shall be given in the same manner as the original Notice, and such giving shall be a 243 prerequisite to the effectiveness of any Notice. 244 22. All questions with respect to the construction of this Assignment and the rights and 245 liabilities of the parties under this Assignment shall be determined in accordance with the 246 laws of the jurisdiction in which the property is located, without regard to 247 the application of choice of law principles, except to the extent that such laws are 248 superseded by federal law. 21 Rider, This &Ulgnment-oflases, R n . ndFtefloji additiQnallyh h n ggndilions,_of the -attached Rider to, _Ssignment-Ridgr_1 of 2 pages,-which Rider Is hereby lncorp9ratgd r in " 249 IN WITNESS NNTMREOF, Assignor has executed this Assignment of Leases, Rents, and Profits 250 as of the day and year first above written. 251 NIV MESS/ATTEST: ASSIGNOR: 252 4Z- T f#' 501 MAIN, INC. l s1V—*%- W yGc2 zs' A California Corporation B : Y Name: LEONARD FELDMAN Title: President By. Name: SIM Title: Vice-President./Secretary 253 [See, Assignor's Acknowledgments, Following] Assignment of Leases, Rents and Profits November 1992(Revised 12122193) Page 7 253 ACKNOWLEDGMENTS STATE OF CALIFORNIA ) S5 COUNTY OP-GRANGE 4os &"4<.$) On this day of October, 1994,before me the undersigned, a Notary Public in and for said State, personally appeared LEONARD FELDMAN,p r proved to me on the basis of satisfactory evidence)to be the person(3)whose name(i) is/am subscribed to the within instrument and acknowledged to me that helsho4hey executed the same in his&wAheir authorized capacity(ia&), and that by hiss#signature(a) on the instrument the person(a), or the entity upon behalf of which the personjs) acted, executed the instrument. WITNESS MY HAND AND OFFICIAL SEAL. t iw�r J. MADDOX = COMM. i 960225 cc _ LOS ANGELES COUNTY !Ip I al My Ca mM.E*kw Mar.12,1995 Notary Publi n d for said County (SEAL) STATE OF CALIFORNIA ) )Ss COUNTY OF-ePukNGEZos Ao&ac-s ) On this AL day of October, 1994,before me the undersigned, a Notary Public in and for said State, personally appeared SHAOUL LEVY, proved to me on the basis of satisfactory evidence) to be the personf�) whose name(s) islar4 subscribed to the within instrument and acknowledged to me that helshehhey executed the same in his sir authorized capacity(Ws), and that by his&erftheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(S) acted, executed the instrument. WITNESS MY HAND AND OFFICIAL SEAL. Notary Public Wand for said County (SEAL) r MAW J. MADDOX = -o NOTARY FU8W-rAUK F M i LAB AtVGOM OW" My Oot=E WE 12.1996 i Assignment of Leases,Rents and Profits November 1992(Revised 12/22193) Page 8 254 EXHIBIT A 255 LEGAL DESCRIPTION OF THE PREMISES [See, Legal Description, Attached & Following] Assignment of Leases,Rents and Profits November 1992(Revised 12/22J93) Page 9 • J Legal escrintion PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as ' set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as Shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. RIDER TO ASSIGNMENT This RIDER TO ASSIGNMENT OF LEASES, RENTS AND PROFITS (this "Rider") is by this reference made a part of, and incorporated within, that certain RESOLUTION TRUST CORPORA- 77ON ASSIMIENT OF LEASES, RENTS AND PROFITS (the "Assignment") to which this Rider is attached. Unless otherwise defined herein, each term bearing initial capital letters herein shall have the respective definition ascribed to such term under the Assignment. In the event of any conflict ietween the provisions of this Rider, the Assignment, any Loan Document and any other document or instrument delivered in connection with the Assignment, the terms of this Rider shall prevail and control over any irreconcilable inconsistency or ambiguity therewith. IN CONSIDERATION OF the recitals set forth in the Assignment and the mutual covenants, conditions, zgreements, representations and warranties contained in the Assignment and this Rider, and for other good and valuable consideration, the receipt and legal sufficiency of which is acknowledged by Assignor, Assignor hereby agrees as follows: 1. Ingome. Without in any way limiting the generality of the Assignment, the term "Income" shall include, in addition to the items listed in lines 23 and 24 of the Assignment the following items of income: royalties,payments by lessees for property taxes, insurance, common area maintenance charges or other property expenses, security deposits and other deposits. 2. Loan Documents. Notwithstanding anything to the contrary contained in the Assignment, the term "Loan Documents" shall not include that certain Environmental Indemnity of even date herewith executed by Assignor in favor of Assignee or any RTC Guaranty of Payment and Performance, with Rider to Guaranty. 3. Conflic . In the event of any conflict between any provisions of the Assignment (including that certain paragraph numbered 5, lines 105 through 109 inclusive) and any provisions of the deed of trust, of even date herewith, made by Assignor for the benefit of Assignee (the "Deed of Trust"), the provisions of such Deed of Trust shall prevail and control. 4. Reimbutsemot Rights. The text beginning with the words "Should Assignee incur any" appearing in line 149 through to and including line 157 of the Assignment, is hereby deleted in its entirety from the Assignment; and the following text is inserted in its place to read in full as follows: Should Assignee Incur any such liability, loss or damage under said Leases or under or by reason of this Assignment or In the defense of any such claims or demands, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment and the Loan Documents. Assignor shall reimburse Assignee therefor immediately upon demand, and upon the failure of Assignor so to do, Assignee may, at its option, declare all sums secured hereby or by any Loan Document to be Immediately due and payable in full, subject to any applicable grace periods contained in the Loan Documents, or Assignee may reimburse itself out of any Income collected by Assignee pursuant to this Assignment. Any such amounts shall bear interest until reimbursed to RTC Cagoraia OfTies Riga Pue ath} Rider m Aasiea P ASSICNOR'S WMAL4�/ (Caiitornia Real Prapertiea) Prepared rely 7.1993 r. ` Assignee at the Default Rate, as that term Is defined in that certain Promissory Note of even date herewith, made by Assignor payable to the order of Assignee (the "Note"). S. Discretion of Assignee. The following text shall be inserted at the end of line 131 of the Assignment, to read in full as follows: Without limiting the generality of the foregoing, Assignee shall have the right to take over and assume the management, operation and maintenance of the Premises and to perform all acts Assignee in its sole discretion deems necessary and proper and to expend such sums of the Income received by Assignee as may be needed in connection therewith, including without limitation the right to enter into new Leases, to cancel, surrender, alter or amend the terms of, and/or renew then-existing Leases, and/or to make concessions to lessees. Assignee shall have the right, In its sole discretion, to determine the method of collection of Income and the extent to which enforcement of collection of Income shall be prosecuted and Assignee's ,judgment shall be deemed conclusive and reasonable. Assignor hereby releases all claims of any kind or nature against Assignee arising out of such management, operation and maintenance, excepting only the responsibility of Assignee to account for Income actually received by Assignee. 6. pcful. Wherever the Assignment refers to a "default" under the Loan Documents (including without limitation lines 116 and 117, lines 132 and 133, and lines 178 and 179), such reference shall be deemed to mean a "default," as defined in the Note. 7, Euty-In-Pgs5cssion. It is not the intention of Lie parties to the Assignment that an entry by Assignee upon the Premises under the terms of the Assignment shall make Assignee a party in possession in'contemplation of the law, except at the option of Assignee. 8. Attorneys' Fees. If any lawsuit, arbitration or other dispute resolution proceeding is commenced which arises out of or relates to the Assignment, the prevailing party shall be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees in the action, reference or arbitration, in addition to costs and expenses otherwise allowed by law. In all other situations, including any matter arising out of or relating to any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, Assignor agrees to pay all of Assignee's costs and expenses, including attorneys' fees, which may be incurred in enforcing or protecting Assignee's rights or interests. From the time(s) incurred until paid in full to Assignee, all such sums shall bear interest at the Default Rate. Whenever Assignor is obligated to pay or reimburse Assignee for any attorneys' fees, those fees shall include the allocated costs for services of in-house counsel. RTC CahfmLa Omen Rider r Ride to Auidnment (Cauwaia Real Prveetiea) ASSIGNOR'S M17AIS Pr"red July T.1993 / ECEIVED CITY CLER1 AS iGN1 IE-b T AM TRANSFER OF INTERESTS 'cITt a: PURSUANT TO HlJNTIHGTWi itAC'II,i.A 1.IF. REAL-ESTATE LOAN PARTICIPATION AGREEMENT JUL 19 q 25 Fib '9S THIS ASSIGNMENT AND TRANSFER OF INTERESTS ("this Assignment") is made this 2 8 th day of October, 1994, by and between CHARTER SERVICE CORPORA- TION, a California corporation ("Charter"), a wholly-owned subsidiary of THE RESOLUTION TRUST CORPORATION, a United States corporation, Receiver for CHARTER FEDERAL SAVINGS AND LOAN ASSOCIATION ("RTC" or "RTC/Charter"), as assignor/transferor and through its capacity as Participant-tender (collectively, "Assignor"); unto and in favor of THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ("RDA"), a municipal corporation and/or body politic, as assignee/transferee and to be held in its capacity as Agent-lender (collectively, "Assignee"); with respect to the following facts: Recitals, A. Assignor and Assignee have or shall have entered into that certain Real-Estate Loan Participation Agreement,dated October , 1994("LPA% under which the RDA and Charter will participate jointly in Charter's seller-financing loan ("Loan") to the buyerlborrower ("Buy- er/Borrower")of that certain real property commonly known as the "Town Square Retail Project", located at 501 Main Street, Huntington Beach, CA 92648 ("Property"). B. The terms and conditions of the LPA provide,Inter alia,that Assignor,as the participant- lender thereunder, shall transfer and assign its rights in the Loan Documents (as defined in the LPA) unto Assignee, as the agent-lender thereunder, pursuant and subject to the provisions of the LPA, including without limitation Sections 3.1.1, 5.1 and 8.1 thereof. C. In order to carry out the LPA provisions applicable to such transfer/assignment, the parties desire to set forth the precise instruments and other documents covered under the subject transaction and to specify the appropriate provisions governing the same. The capitalized terms which are utilized herein shall have the same meanings and definitions as stated in the LPA. Assignments. FOR VALUABLE CONSIDERATION, the adequacy and receipt of which are hereby acknowledged, including the extant and/or concurrent execution and delivery of the LPA between the parties, the undersigned Assignor hereby assigns and transfers its rights and interests in and to the following instruments, agreements and documents,unto Assignee,subject and pursuant to The provi3ions of tht LPA-including with-gut-limitation Paragraph I -d f the Recitals,, gnd Article 2. pago 5-6. thereoj: _ All "Loan Documents" (as defined in the LPA) arising out of RTC/Charter's Loan to the Buyer, being generated as a result of the Buyer's P&S Transaction in which the Property is being acquired, including without limitation the following: =-Chwwr&RDA—LPA_Aargnmtlrrnnfr Page 1 (Im a Don:om*ar 19,19941 1. Seller-Financing Addendum to Purchase and Sale Agreement; 2. RTC Note and Rider to Note; 3. RTC Deed of Trust, Assignment of Rents and Security Agreement, and Rider to Deed of Trust; 4. RTC Assignment of Leases, Rents and Profits, and Rider to Assignment; S. UCC-1 Financing Statement; 6. ALTA Loan Policy of Title Insurance, together with all indorsements, supplements and/or amendments thereto, and issued by Commonwealth Land Title Insurance Company; 7. Written opinion of Borrower's legal counsel [as applicable]; S. RTC Capital Improvement Escrow Agreement and Irrevocable Letter of Credit therefor; 9. Environmental Indemnity. Dated: October L, 1994 Assign!2rMrlici pant: CHARTER SERVICE CORPORATION A California Corporation By: /X,_,� Name: T M V V Title: vC.l'• Acknowledgment and Accgptance: This Assignment and Transfer of Interests Pursuant to Real Estate Loan Participation Agreement is hereby agreed to and accepted as of the date set forth above. Assig_n"Mgent: APPROVED AS TO FORM: THE REDEVELOPAIENT AGENCY OF TILE CITY OF 11UNTINGTON BEACH A Municipal Corporation and Body Politic ,,—Agency Attorney By. MICHAEL UBERUAGA Executive Director RTC-ChafferMA—tPAA„r=WTwx fr Page 2 trat ate:acwbw 19.M) CITY CLERK ENN9RO1 WEENTAL MENIlNM CITY 0 HUNTiNGTQti ZEP-�;,C�L1F. This E0L1[IJ2)1R* DEMNITY ("Indemnity") is entered into as of October Z th , 1994 by``5''01 xkm INC. , a California Corporation ("Borrower") , to and for the benefit of CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of the RESOLUTION TRUST CORPORATION, solely in its capacity as Eeceiver for CHARTER SAVINGS BANK. F,S.B. ("Lender") , and each of its successors, assigns and -participants, and their respective partners, parents, subsidiaries and affiliated corporations, and the respective directors, officers, agents, attorneys and employees of each of the foregoing (each of which shall be referred to hereinafter individually as an "Indemnitee" and collectively as the "Indemnitees") . Borrower is hereinafter referred to as "Indemnitor". B cISLLP_= A. Borrower has entered into that certain Promissory Note (the "Note") of even date herewith under the terms of which Lender has agreed to loan to Borrower the original principal amount of up to eve Thousand Seventy-Nine and Nol100 Dollars ($ 7 000 00) (the "Loan") . Capitalized terms not otherwise defined herein shall have the meaning given in the Note. The Note shall be secured by a deed of trust (the "Consolidated Deed of Trust") on the real property (the "Premises") described in Exhibit "A" to the Consolidated Deed of Trust, and the improvements constructed or to be constructed thereon (which improve- ments, together with the Premises, shall hereinafter be referred to as the "Project") . The Consolidated Deed of Trust shall be executed by Borrower, as trustor, and shall nave Lender as beneficiary. The Consolidated Deed of Trust will be recorded in the official Records of the Recorder's Office of Orange County, California. The Note, the Consolidated Deed of Trust and any other agreement between Borrower and Lender evidencing or relating to the Loan shall hereinafter be collec- tively referred to as the "Loan Documents." (No One] is a guarantor of the Loan. B. As a result of the future exercise of Lender's rights and remedies in connection with the Loan, an Indemnitee may hereafter become liable before or after foreclosure of the Loan. In such event, one or more of the Indemnitees may thereafter incur or suffer certain liabili- ties, costs and expenses in connection with the Project relating to Hazardous Substances (as hereinafter defined) . Lender has therefore made it a condition of Lender's making the Loan that this Indemnity be executed and delivered by the Indemnitor in order to protect the Indemnitees from any such liabilities, costs, and expenses and all other Environmental Losses (as hereinafter defined) . NOW, THEREFORE, in consideration of the foregoing and of Lender's making of the Loan, and other valuable consideration, the receipt of which is hereby acknowledged, the Indemnitor hereby agrees as follows: 61 JP C&V=6 Suadud Pam •�r7`,� '�`13.1 9�rllhAN Prepamd OV12M 1 M 113 ,6 J D3dr3�3?► 1. Definitions. As used in this Indemnity, the following terms shall have the following meanings: "Agreed Rate" means a rate per annum equal to the sum of four percent (4%) plus the prime interest rate announced from time to time by )lank of America. "CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. SS 9601 et -seq. ) , as heretofore or hereafter amended from time to time. "Environmental Laws" means any and all present and future federal, state and local laws (whether under common law, statute, rule, regulation or otherwise) , permits, and other requirements of governmen- tal authorities relating to the environment or to any Hazardous Substance or Hazardous Substance Activity (including, without limita- tion, CERCLA) . "Environmental Losses" means Losses suffered or .incurred, prior to or following a Foreclosure Transfer, by any Indemnitee, arising out of or a`s a result of: (i) the occurrence, at any time prior to or following a Foreclosure Transfer, of any Hazardous Substance Activity; (ii) any violation, at any time prior to or following such Foreclosure Transfer, of any applicable Environmental Laws relating to the Premises or the Project or to the ownership, use, occupancy or operation thereof; (iii) any investigation, inquiry, order, hearing, action, or other proceeding by or before any governmental agency in connection with any Hazardous Substance Activity occurring or allegedly occurring at any time prior to or following a Foreclosure Transfer; or (iv) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which directly or indirectly relates to, arises from or is based on any of the matters described in clauses M, M) . or JIM or any allegation of any such matters. As used in this definition, the phrase "at any time prior to or following a Foreclosure Transfer" includes (x) the period prior to the time of Indemnitor's acquisition of the Premises as well as (y) the period between the time of Indemnitor's disposition of the Premises or the Project and the time of a Foreclosure Transfer (in the event that Indemnitor disposes of the Premises or the Project prior to a Foreclosure Transfer) . "Foreclosure Transfer" means the transfer of title to all or any part of the Premises or all or any part of the Project at a foreclosure sale under the Consolidated Deed of Trust, either pursuant to judicial decree or the power of sale contained in the Consolidated Deed of Trust, or by deed in lieu of such foreclosure. "Hazardous Substance" means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified pursuant to, any Environmental Laws as a "hazardous substance", "hazardous material", "hazardous waste", "extremely hazardous waste",,""infectious waste", "toxic substance", "toxic pollutant or any other formulation intended to define, list or Cagon u Suod.rd Form FnvUmmwW k dwwky classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity or "EP toxicity" and (ii) petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas) , ash produced by a resource recovery facility utilizing a municipal solid waste stream and drilling fluids, produced waters -and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources. "Hazardous Substance Activity" means any actual, proposed or threatened storage, holding, existence, release, emission, discharge, generation, processing, abatement, removal, disposition, handling or transportation of any Hazardous Substance from, under, into or on the Premises or the Project or surrounding property. "Losses" neans any and all losses, liabilities, damages, demands, claims, actions, judgments, causes of action, assessments, penalties, costs and expenses (including, without limitation, the fees and disbursements of outside legal counsel and accountants and the charges of in-house legal counsel and accountants) incurred in connec- tion with inspection and testing, environmental cleanup, containment, property damage, fines, payments to third parties on account of tort or other liability, and with the enforcement of this Indemnity, whether incurred in litigation or not and all foreseeable and unforeseeable consequential damages. 2. Indemnification. Indemnitor, and each of them, hereby, jointly and severally, agrees to indemnify, defend and hold harmless Indemnitees, and each of them, from and against any and all Environmen- tal Losses. This joint and several liability shall exist no matter where on the Premises the Environmental Losses arose from. 3. Indemnification- Independent of other obligations. This Indemnity is given solely to protect Lender and the other Indemnitees against Environmental Losses. This Indemnity shall be independent of and shall survive the discharge of the principal obligation, the release of the lien created under the Consolidated Deed of Trust and the conveyance of title to the Premises to Borrower. The obligations of the Indemnitor under this Indemnity are independent of, and shall not be measured or affected by, (i) any amounts at any time owing under the Loan or the Note, or secured by the Consolidated Deed of Trust, (ii) the sufficiency or insufficiency of any collateral (including, without limitation, the Project) given to Lender to secure repayment of the Loan, (iii) the consideration given by Borrower or any other party in order to acquire the Premises or the Project, or any portion thereof, (iv) the modification, expiration or termination of the Note or any other document or instrument relating thereto or (v) the discharge or repayment in full of the Loan (including, without limitation, by amounts paid or credit bid at a foreclosure sale or by discharge in connection with a deed in lieu of foreclosure) . Notwithstanding the provisions of any document or instrument, none of the obligations of the Indemnitor hereunder shall be in any way secured by the liens of the Consolidated California suadw Pam FAVk=RMW ladeGWrY prepared M/12 93 3 Daed of Trust or any other document or instrument securing the Loan or the Note. 4. Survival of „Ind emnity. The Indemnitor's obligations hereunder shall survive the sale or other transfer of the Premises or the Project by Indemnitor prior to a Foreclosure Transfer. • The rights of each Indemnitee under this Indemnity shall be in addition to any other rights and remedies of such Indemnitee against Indemnitor under any other document or instrument now or hereafter executed by Indemnitor, or at law or in equity (including, without limitation, any right of reimburse- rent or contribution pursuant to CERCLA) , and shall not in any way be deemed a waiver of any of such rights. 5. payment of_Indemnity. All obligations of Indemnitor hereunder shall be payable on demand, and any amount due and payable hereunder to any Indemnitee by Indemnitor which is not paid within thirty (30) days after written demand therefor from an Indemnitee with an explanation of the amounts demanded shall bear interest from the date of such demand at the Agreed Rate. 5. Costs and Expenses. The Indemnitor shall pay to each Indemnitee all costs and expenses (including, without limitation, the fees and disbursements of any Indemnitee's legal counsel or accountants or other consultants) incurred by such Indemnitee in connection with this Indemnity or the enforcement hereof. 7. BJndincr Effect;- Construct-ion. This Indemnity shall be binding upon Indemnitor and his, her or its successors and assigns and shall inure to the -benefit of and shall be enforceable by each Indemnitee, its successors, endorsees and assigns (including, without limitation, any entity to which Lender assigns or sells all or any portion of its interest in the Loan) . As used herein, the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires. 8. Govern ing_ Law. ,Turisdic ion. This Indemnity and the transac- tion contemplated hereunder shall be governed by and construed in accordance with the laws of the state of California. Indemnitor hereby acknowledges, understands and agrees that a competent court in the County of Orange, State of California, shall have exclusive jurisdiction to hear and decide any dispute, controversy or litigation regarding the enforcement or validity of this Indemnity, and that Lender may, in its sole discretion, file or commence an action or proceeding regarding any such dispute or controversy in such court. In addition, Indemnitor hereby consents to the personal jurisdiction of a competent court in such County, State of California, and hereby agrees that service of process may be wade upon it by mailing a copy of the summons, by certified or registered mail, to Indemnitor at: 501_ Main. Inc. c/o Mr. Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, California 90401 Attention: Mr. Shaoul J. Levy, Vice-President/Secretary. CLUo,nia Sundud Form EffVkWMWU2 w mnity Prepared M112193 4 9. Severability. Every provision of this Indemnity is intended to be severable. If any provision of this Indemnity or the application of any provision hereof to any party or circumstance is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity shall not affect the balance of the terms and provisions hereof or the application of the provision in question to any other party or circumstance, all of which shall continue in full force and effect. 10. Waiver. No failure or delay on the part of any Indemnitee to exercise any power, right or privilege under this Indemnity shall impair any such power, right or privilege, or be construed to be a waiver of any default or an acquiescence therein, nor shall any single or partial exercise of such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No provision of this Indemnity may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. IN WITNESS WHEREOF, this Indemnity is executed as of the day and year first written above in orange County, California. "Indemnitor": 501 MAIN, INC. A California Corporation By: 24 Name: LEONARD FELDMAN Title: President By: Name: SHAOUL LEVY Title: Vice-President/Secretary 'IIndemnitee": CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, F.S.B. By: Name: �'�• Title: • California Stmdard Form tariroom w laeemairy Pmp wA M112M � EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The land referred to herein is situated in the State of California, County of Orane, and is described as follows: [See, Legal Description, Attached & Following] c.Lromia sub um POM FAvammma txkmn�y rye OL2"3 Legal Descrintioo PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and .pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. .ErCRDING REQUESTED BY AND ) ` MEN RECORDED MAIL TO: QUAN, COHEN, KURAHASHI, YANG, SCHOLTZ & HIRANO y DOC # 94-06>'91091 A Professional Law Corporation r, Attorneys At Law ) ' �. %j3 01—NOV-1994 08:QO AM 777 South Figueroa Street, 38th Floor ) Los Angeles, California 90017-2513 ) Recorded in Dfficial F.ecords of Crame Casty, California Attention: Ri_ghard P. Yanct. ESQ. } Ue R. E,aichy Cmn'y 8rcarder Fuse 1 of 40 Fees: S 127.f0 Tax: f 0.00 f:cCO'3,1d� F:=QIJESTED BY: } CO-r1,::0,',f ifEALTH LMID TITLE [Spam Above this Um for Recorder's Usel DEED OF TRUST ASSIGNMENT OF RENTS AND SECURITY AGREEMENT INSTRUCTIONS TO COUNTY RECORDER: THIS INSTRUMENT COVERS GOODS AND OTHER PERSONALTY THAT ARE, OR MILL BEC01fE, FIXTURES ON THE REAL PROPERTY DESCRIBED IiEREIN AND MUST BE FILED FOR RECORD IN THE RECORDS MIERE DEEDS OF TRUST ON REAL PROPERTY ARE RECORDED. ADDITIONALLY, TIIIS INSTRM, IEN7 SHOULD L� BE APPROPRIATELY INDEXED AS: (i) A DEED OF TRUST; (1i) AN ASSIGNMENT OF RENTS; AND (iii)A FIXTURE FILING. THE MAIMG ADDRESSES OF THE BORROWER (AS TRUSTOR AND DEBTOR) AND TIIE LENDER (AS BENEFICIARY AND SECURED PARTY) ARE SET FORTH IN THIS INSTRUMENT, 1 THIS DEED OF TRUST ("Instrument") is made this 28th day of October, 19941, 2 among the TrustorlGrantor, 501 MAIN INC. A California Corporation , 3 whose address is c/o Mr. Shaoul J. Levy, 100 Wilshire Boulevard, Suite 1230, Santa Monica. CA 94101 4 ("Borrower"), with Trustee, COMMONWEALTH•LAND TITLE COMPANY, a California Corporation. 5 whose address is: 801 North Brand Boulevard,•12th Floor,Glendale.California 91203 6 ("Trustee"), and the Beneficiary, *rIIARTER SERVICE CORPORATION, a_wholly-owned Subsidiary of 7 THE RESOLUTION TR!ISI CORPORATION, as Receiver for CHARTER SAVINGS BANK, F.S.B., a 8 Corporation . organized and existing under the laws of the United States of &merica 9 , whose address is e% California Office i e al Division 4000 MacArthur 10 Boulevard, MCMMort Beach, CA 92660-2516 _ _ _ _ _ _ _ ("Lender"). 11 Borrower, in consideration of the indebtedness herein recited and the trust herein created, 12 irrevocably grants, conveys and assigns to Trustee, in trust, with power of sale and with general 13 warranty of title, all of Borrower's present and future right, title and interest in and to the 14 following described real property("Real Property") located in the City of Hun_tin onBeach, County of 15 Or_Or_nee, State of California: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE. 16 *[Charter Service Corporation. a wholly-owned Subsidiary of the Resolution Trust Corporation, Receiver for Charter Savings Bankl RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 1 S 16 TOGETHER with all buildings, improvements and tenements now or hereafter erected on the 17 Real Property, and all heretofore or hereafter vacated alleys and streets abutting the Real 18 Property, and all easements, rights, appurtenances, rents (subject, however, to the assignment 19 of rents to Lender herein), royalties, mineral, oil and gas rights and profits, water, water rights, 20 and water stock now or hereafter appurtenant to the Real Property, and all fixtures, machinery, equipment, 21 engines, boilers, incinerators, building materials, appliances and goods of every nature 22 whatsoever now or hereafter located in or on, or used or intended to be used in connection with 23 the Real Property, including, but not limited to, those for the purposes of supplying or 24 distributing heating, cooling, electricity, gas, water, air and light; and all elevators and related 25 machinery and equipment, fire prevention and extinguishing apparatus, security and access 26 control apparatus, plumbing, bath tubs, water heaters, water closets, sinks, ranges, stoves, 27 refrigerators, dishwashers, disposals, washers, dryers, awnings, storm windows, storm doors 28 screens, blinds, shades, curtains and curtain rods, mirrors, cabinets, panelling, rugs, attached 29 floor coverings, furniture, pictures, antennas, trees and plants, and any and all other personal 30 property on the Real Property site, and all appurtenances. facilities and properties related thereto, 31 connected therewith and/or used thereby or therewith 32 all of which, including replacements and additions thereto, shall be deemed to be part of the 33 Real Property securing this Instrument; and all of the foregoing, together with said Real 34 Property, are herein referred to as the " o rt ". 35 TO SECURE TO LENDER (a) the repayment of the indebtedness evidenced by Borrower's Note 36 da! d�of even date herewith _("Note") in the principal sum of Seven Hundred Seventy-Nine 37 Thousand and No/100 Dollars (S _ 779,000.00 38 ), with interest thereon, with the balance of the indebtedness, if not sooner paid 39 due and payable on the "Maturity Date," as defined in the Note , and all renewals, extensions 40 and modifications thereof; (b) the payment of all other sums, with interest, advanced under this 41 Instrument; and (c) the performance of the obligations of Borrower set out in this Instrument 42 and other documents evidencing, governing or securing the indebtedness of Borrower under 43 the Note (collectively, "Loan_Documents"). 44 Borrower represents and warrants that Borrower has legal title to the Property and has the 45 right to- grant, convey and assign the Property, that the Property is unencumbered, and that 46 Borrower will warrant and defend generally the title to the Property against all claims and 47 demands, subject to any easements and restrictions Iisted in any title insurance policy insuring 48 Lender's interest in the Property. F.TC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 2 z „ 49 - Covenants and Agreements. Borrower and Lender covenant and agree as follows: r 50 1. Pa}znent of Principal and. Interest, Performance of Obligations. Borrower shall 51 promptly pay when due the principal of and interest on the indebtedness evidenced by 52 the Note, any prepayment and late charges and other sums provided in the Note at the 53 time and place and in the manner specified in the Note and all other sums secured by 54 this Instrument, without offset, counterclaim or defense, Borrower promptly and fully- 55 shall keep, perform and comply with all terms, provisions, covenants and conditions 56 imposed upon Borrower under the Note, this Instrument or any other Loan Documents. 57 2. Funds for Taxes, Insurance and Other Charges. Borrower shall pay to lender on the 58 day n l�y rei�lar installments of pr xc� est are payable under the Note until the 59 Note is paid in full, a sum ("Funds") equal to one-twelfth of yearly Impositions. As used 60 herein, "Impositions" shall mean: (a) the yearly water and sewer charges and taxes and 61 assessments that may be levied, assess:d or imposed on the Property, (b) the yearly 62 premiums for extended coverage hazard insurance, rent loss insurance and such other 63 insurance for the Property as Lender may require under Paragraph 5 and (c) such 64 other charges, assessments, levies and taxes, general and specific, or ordinary and 65 extraordinary, that may from time to time be assessed, levied or imposed with respect 66 to the Property, all as reasonably estimated initially and from time to time by Lender. 67 Any waiver by Lender of a requirement that Borrower pay these Funds may be revoked 68 by Lender at any time upon notice in writing to Borrower. Lender reserves the right 69 to require Funds for Impositions to be paid by Borrower in a lump sum or in periodic 70 installments. 71 The Funds shall be held in an institution the deposits or accounts of which are insured 72 or guaranteed by a Federal agency, Lender shall apply the Funds to pay Impositions 73 so long as Borrower is not in breach of any of Borrower's obligations under this 74 Instrument. Lender shall make no charge for holding and applying the Funds, for 73 analyzing accounts or for verifying and compiling assessments and bills. Unless 76 otherwise required by law, Lender shall not be required to invest the Funds in an 77 interest bearing account. If required by law, Lender shall give to Borrower an annual 78 accounting of the Funds. If interest is required by law to be paid by Lender to 79 Borrower on the Funds, Lender may impose a reasonable charge for administration and 8o accounting. The Funds are pledged as additional security for the sums secured by this 81 Instrument. Any interest earned on the Funds which is not required by law to be paid E2 to Borrower shall be added to and shall be deemed part of the Funds. 83 If at any time the amount of the Funds held by Lender is less than the amount 94 required by Lender to pay Impositions as they fall due, Borrower shall pay to Lender 85 any amount necessary to make up the deficiency within thirty (30) days after notice 86 from Lender to Borrower requesting payment. 87 Upon Borrower's breach of any obligation of Borrower in this Instrument, Lender may 88 apply, in any amount and in any order as Lender shall determine, in Lender's sole 69 discretion, any Funds held by Lender at the time of application (i) to pay Impositions 90 which are or will become due, or ('ii) as a credit against sums secured by this Instrument 91 If required by Lender, subject to the terms of an agreement between Borrower and RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 3 s i 92 Lender, Borrower shall pay to Lender eae-lr-rah-on the date Ky-- replar installments of 93 pFineipal and-iweFes!-are payable under the Note, the amount ef U.S. the amount set forth 94 such agMment to maintain a fund for replacements with respect to the Property. This fund 95 for replacements shall be held by Lender and, upon Borrower's breach of any 96 obligation of Borrower in this Instrument, may be applied by Lender in the manner 97 required or permitted for Funds in this Paragraph 2. 98 Lender shall promptly refund to . Borrower any sums held by Lender under this 99 Paragraph 2 upon Borrower's payment in full of all sums secured by this Instrument. 100 3. Application of Payments. Payments received by Lender from Borrower under the Note 101 or this Instrument shall be applied by Lender in the following order: (i) amounts 102 payable to Lender by Borrower under Paragraph 2 of this Instrument, first to 103 Impositions, then to any fund for replacements; (ii) late charges payable on the Note; 104 (M) prepayment premiums payable on the Note; (iv) interest payable on advances for 105 the protection of Lender's security made under Paragraph 8 of this Instrument; (v) 106 interest payable on the Note; (vi) principal of advances made under Paragraph 8 of this 107 Instrument; (vii) principal payable on the Note; and (viii) any other sums secured by 108 this Instrument in such order and manner as Lender may determine. 109 4. Ctiarges, Liens. Borrower shall pay all Impositions attributable to the Property at 110 Lender's option in the manner provided under Paragraph 2 of this Instrument or, if not ill paid 'in such manner, by Borrower making- payment, when due, directly to the payee. 112 Borrower shall promptly furnish to Lender all notices of amounts due under this 113 Paragraph 4, and in the event Borrower shall make payment directly, Borrower shall 114 promptly furnish to Lender receipts evidencing these payments. Borrower shall 115 promptly discharge any lien that may have priority over or equality with the lien of 116 this Instrument. Borrower shall pay, when due, the claims of all persons supplying labor 117 or materials in connection with the Property. Without Lender's prior written 118 permission, in each instance, Borrower shall not allow any lien inferior to this 119 Instrument to be perfected against the Property. Lender may withhold such permission 120 in its sole discretion. 121. 5. Hazard Insurance. Borrower shall keep the Property and the improvements now 12' existing or hereafter erected on the Property insured by carriers at all times satisfactory 123 to Lender against loss by fire, hazards included within the term "extended coverage" 12.1 (including flood damage, if the Property is located in a Special Flood Hazard Area), 125 rent loss, plate glass, business interruption and such other hazards, casualties, liabilities 123 and contingencies as Lender shall require. Coverages shall be in such amounts and for 127 such periods as Lender shall xequire. 129 All premiums shall be paid, at Lender's option, in the manner provided under 129 Paragraph 2 or Paragraph 4 of this Instrument. 12.0 All insurance policies and renewals of policies shall be in a form acceptable to Lender 131 and shall include a standard mortgagee clause in favor of and acceptable to Lender. 132 Lender shall have the right to hold the policies, and Borrower shall promptly furnish 133 to Lender all renewal notices and all receipts of paid premiums. At least thirty (30) 134 days prior to the expiration date of a policy,Borrower shall deliver to Lender a renewal RTC peed of Trust (California) June 1992 (Revised 12/21/93) Page 4 135 or replacement policy satisfactory to Lender. 136 " In the event of loss, Borrower shall give immediate written notice to the insurance 137 carrier and to Lender. Borrower empowers Lender as attorney-in-fact for Borrower to 138 make proof of loss, to adjust and compromise any claim under insurance policies, to 139 appear in and prosecute any action arising from insurance policies, to collect and 140 receive insurance proceeds, and to deduct from proceeds Lender's expenses of . 141 collection. However, nothing contained in this Paragraph 5 shall require Lender _ to 142 incur any expense or take any action. Borrower further authorizes Lender, at Lender's 143 option, (a) to hold the balance of insurance proceeds to reimburse Borrower for the 144 cost of reconstruction or repair of the Property or (b) to apply the balance of insurance 145 proceeds to the payment of the sums secured by this Instrument, in such order as 146 Lender may determine. 147 If the insurance proceeds are held by Lender to reimburse Borrower for the cost of 148 restoration and repair of the Property, the Property shall be restored to such condition 149 as Lender may approve in writing. Lender may, at Lender's option, condition 150 disbursement of insurance proceeds on Lender's approval of plans and specifications, 151 contractor's cost estimates, architect's certificates, waivers of liens, sworn statements 152 of mechanics and materialmen and such other evidence of costs, percentage completion 153 of construction, application of payments, and satisfaction of liens as Lender may 154 require. If the insurance proceeds are applied to the payment of the sums secured by 155 this Instrument, the application of proceeds to principal shall not extend or postpone 156 the due dates of the may-regular installments referred to in Paragraphs 1 and 2 or change 157 the amounts of such reg lar mentWy installments. If the Property is sold under Paragraph 29 or 158 if Lender acquires title to the Property, Lender shall have all of the right, title and 159 interest of Borrower to any insurance policies, unearned premiums and insurance 160 proceeds resulting from any prior damage to the Property. 161 Lender shall not exercise its option to apply insurance proceeds to the payment of the 162 sums secured by this Instrument if all the following conditions are met: (i) Borrower is 163 not in breach or default of any obligation under this Instrument or the Note; (ii) 164 Lender determines that there will be sufficient funds to restore and repair the Property 165 to a condition approved by Lender; (iii) Lender determines that the rental income of 166 the Property, after restoration and repair of the Property, will be sufficient to meet all 167 operating costs and other expense, payments for reserves and loan repayment obligations 168 relating to the Property; (iv) Lender determines that restoration and repair of the 169 Property will be completed within one (1) year of the date of the loss or casualty to the 170 Property; and (v) restoration and repair of the Property will be completed with more 171 than one (1)year remaining prior to the w2turity date of the Note. 172 6. Preservation and Maintenance of Property; Environmental Hazards, Borrower (a) shall 173 not commit waste or permit impairment or deterioration of the Property, (b) shall not 174 abandon the Property, (c) shall restore or repair promptly and in a good and 175 workmanlike manner all or any part of the Property to the equivalent of its original 176 condition, or such other condition as Lender may approve in writing, in the event of 177 any damage, injury or loss to the Property, whether or not insurance proceeds are 178 available to cover in whole or in part the costs of restoration or repair, (d) shall keep 179 the Property in good repair, shall not remove, demolish or materially after the Property RTC bead of Trust (California) June 1992 (Revised 12/21/93) Page 5 i • 180 without Lender's prior written consent in each instance, and shall repair or replace y 181 fixtures, equipment, machinery and appliances on the Property when necessary to keep 182 ` such items and the Property in good repair, (e) shall comply with all laws, ordinances, 183 regulations -and requirements of any governmental body applicable to the Property, (f) 184 shall provide for management of the Property by a property manager satisfactory to 185 Lender, (g) shall generally operate and maintain the Property in a manner to ensure a 186 maximization of the value of the Property, maximum rents and current and future - 187 economic viability, (h) shall not commence construction on the Property without 188 Lender's prior written consent in each instance. and (i) shall give notice: in writing to 189 Lender of and, unless otherwise directed in writing by Lender, appear in and defend 190 any action or proceeding affecting the Property, the security or priority of this 191 Instrument or the rights or powers of Lender. Neither Borrower nor any tenant or other 192 person shall remove, -demolish or alter any improvement now existing or to be erected 193 on the Property or any fixture, equipment, machinery or appliance in or on the Property 194 except when incident to the replacement of fixtures, equipment, machinery and 195 appliances with adequate substitutes of equal or greater value than the replaced items 196 when new. 197 Borrower agrees that Borrower shall not (a) cause or permit the presence, use, 198 generation, manufacture, production, processing, installation, release, discharge, storage 199 (including aboveground and underground storage tanks for petroleum or petroleum 200 products, but excluding small containers of gasoline stored and used in accordance with 201 applicable law for maintenance equipment or similar purposes), treatment, handling, or 202 disposal of any Hazardous Materials, as defined in this Paragraph 6, on, under, in or 203 about the Property, or in any way affecting the Property or which may form the basis t 204 for any present or future claim, demand or action seeking cleanup of the Property, or 205 the transportation of any Hazardous Materials to or from the Property, or (b) cause or 206 exacerbate any occurrence or condition on the Property that is or may be in violation 207 of Environmental Laws as defined in this Paragraph 6. Borrower shall take all 208 appropriate steps to secure compliance by all tenants and subtenants on the Property 209 with Borrower's obligations in this Paragraph 6. 210 Borrower further agrees at all times that it shall comply with, (a) all Environmental 211 Laws, and (b) all notices of violations of Environmental Laws prior to the issuance of 212 any regulatory or judicial order or assessment of any fines. Borrower shall not cause 213 or permit the use of the Property for the generation, presence, management, release, 214 escape, spillage, seepage, leakage. dumping, pouring, emptying, treatment, discharge, 215 emission, handling, storage, transportation, disposal or the like of Hazardous Materials. 216 Borrower shall not cause or permit the migration of Hazardous Materials from the 217 Property to any other property or the environmental or onto the Property from any 219 property or area adjacent to the Property. - No Hazardous Materials shall be transported 219 to or placed on, in, under or about the:Property, or removed from the Property, except 220 in strict compliance with Environmental Laws. For purposes of this Paragraph 6, 221 "Haiardow Materials" means all raterials, chemicals, compounds or substances 222 identified as hazardous or toxic under Environmental Laws. Borrower shall advise 223 Lender promptly, in writing, of any notice or other communication, written or oral, 224 from the United States Environmental Protection Agency or any other Federal, state or 225 local governmental authority having jurisdiction over the Property with respect to any 226 (a) alleged violation of any Environmental Laws, or (b) the generation. presence. RTC Deed of gust (California) June 1992 (Revised 12/21/93) Page 6 i 227 management, release, escape, spillage, seepage, leakage, dumping, pouring, emptying, 228 treatment, discharge, emission, handling, storage, transportation, disposal or the like of 229 Hazardous Materials or storage tanks. 230 Lender, at its sole option and at Borrower's expense, may, from time to time, obtain an 231 environmental audit prepared by an independent engineer or other qualified 232 environmental consultant in order to verify the absence. of Hazardous materials on, in, . 233 under or about the Property. All tests and samplings shall be conducted using generally 234 accepted and scientifically valid technology and methodologies. Borrower shall give the 235 engineer or environmental consultant reasonable access to the Property and to all 236 records in the possession of Borrower that may indicate the presence (whether current 237 or past) or release of Hazardous Materials on, in, under or about the Property. Borrower 238 shall also provide the engineer or environmental consultant an opportunity to interview 239 such persons employed in connection with the Property as the engineer or consultant 240 deems appropriate. 241 Borrower shall promptly notify Lender in writing of: (i) any enforcement, cleanup, 242 removal or other governmental or regulatory action, investigation, or any other 243 proceeding instituted, completed or threatened in connection with any Hazardous 244 Materials; (ii) any suit, cause of action, or any other claim made or threatened by any 245 third party against Borrower or the Property relating to damage, contribution, cost 246 recovery, compensation, loss or injury resulting from any Hazardous Materials; and (iii) 247 Borrower's discovery of any occurrence or condition on any real property adjoining or 248 in- the vicinity of the Property that could cause all of any portion of the Property to be 249 subject to any restriction on the ownership, occupancy, transferability or use of the 250 Property under Environmental Laws. .The provisions of the preceding sentence shall be 251 in addition to any and all other obligations and liabilities that Borrower may have to 252 Lender under applicable law. 253 Borrower agrees to indemnify, defend and hold harmless Lender from and against any 254 and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses 255 (including reasonable attorneys' fees, whether suit is instituted or not),judgments, fines 256 or amounts paid in settlement, whether known or unknown, liquidated or contingent 257 (collectively, " sses"), asserted against or incurred by Lender arising out of (1) any 258 release of threat of release of Hazardous Materials at, on or from the Property, or costs 259 of responding to such a release or threat of release, which occurs at, on or from the 260 Property, (2) any investigation or monitoring of conditions at or on the Property, (3) any 261 clean up, containment, remediation, removal or restoration work required or performed 262 by any Federal, state or local governmental entity or performed by any other entity or 263 person because of the presence, release, threatened release or any contamination on, in 264 under or about the Property, (4) any action under any Environmental Laws for 265 contamination on, in, under or about the Property; (5) any claims by third parties for 266 property damage or personal injury, including but not limited to actions alleging health 267 effects from exposure to Hazardous Materials or any other material contained on or 263 released from the Property; (6) the presence of asbestos-containing materials or 269 underground storage tanks located on, in, under or about the Property; and (7) any other 270 defect or environmental contamination or concern now known or later discovered on 271 or at the Property or resulting from conditions on or at property adjacent to the 272 Property. RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 7 r 273 Borrower agrees to and shall indemnify, defend and hold harmless Lender from and ' 274 against all Losses arising from or as a result of the death of a person or any accident, 275 injury, loss or damage whatsoever caused by any person or to the property of any person 276 that shall occur on or adjacent to the Property to the extent directly or indirectly caused 277 by any acts done thereon or any errors or omissions of Borrower or its agents. servants, 278 employees, invitees or contractors. 279 If any . claim, action or proceeding is made or brought against Lender by reason of any 280 event that is the subject of the indemnity described in this Paragraph 6, Lender may 281 engage its own attorneys to defend the action or to assist in Lender's defense and 282 Borrower shall pay the reasonable fees and disbursements of such attorneys. 283 Without limiting the foregoing provisions, Borrower, for itself, its heirs, grantees, 284 successors and assigns, if any, does hereby release, acquit and forever discharge Lender 285 in its capacity as conservator or receiver, or in any of its corporate capacities, any of 286 its affiliates, parent corporations, and predecessors, its present and former officers, 287 employees, agents, brokers, contractors and attorneys from any and all Losses (whether 288 known or unknown, contingent or liquidated, in contract or in tort or pursuant to any 289 other theory) arising from or related to (a) any construction defects, errors or omissions 290 in the design or construction of the Property, (b) any contamination or concern now 291 known or later discovered on or about the Property or resulting from conditions on or 292 at property adjacent to the Property, or (c) any other conditions on or affecting the 293 Property. This release includes but is not limited to all claims, fines, penalties, demands 294 and causes of action for personal injuries, breach of contract, failure of representations 295 and warranties, loss of consortium and services, damage to real property, damage to 296 personal property, damage to improvements or fixtures, illness, death, medical expenses, 297 expenses of monitoring and testing, prejudgment interest, punitive damages, violations 298 of Environmental laws, attorneys' fees and any and all other losses and damages of 2" every kind or character that have accrued or may in the future accrue to the Borrower, 300 its heirs, grantees, successors and assigns. The release set -forth in this Paragraph 6 301 specifically includes any Losses under any Environmental Laws. 302 For purposes of this Paragraph 6, "Fnvironmental Laws" includes Solid Waste Disposal 303 Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. 6901, et 304 ems.), the Comprehensive Environmental Response, Compensation and Liability Act of 305 1980, (42 U.S.C. 7401, rt M.), the Emergency planning and Community Right-to-Know 306 Act (42 U.S.C. 1101, St deg.), the Clean Water Act (33 U.S.C. 1251 et nq.), the Hazardous 307 Materials Transportation Act of 1974 (49 U.S.C. 1801, It M.), the Occupational Safety 308 and Health Act (29 U.S.C. 651 it Mg.), the Federal Water Pollution Control Act (33 U.S.C. 309 1251. St M.), the Federal Insecticide, Fungicide and Rodent icide Act (7 U.S.C. 136,It 310 deg.), the Safe Drinking Water Act (42 U.S.C. 3001, et M.), the Toxic Substances Control 311 Act (15 U.S.C. 260I, .cL eeg.), and the Clean Air Act (42 U.S.C. 4701, et M.), as any of the 312 same may be amended from time to time, and any comparable or successor provisions 313 of Federal, state or local law, and any regulations, orders, rules, procedures, guidelines 314 and the like promulgated in connection therewith regardless of whether such laws 315 and/or regulations are in existence at the time this Instrument is executed. 316 7. Use of the Property. Unless required by applicable law or unless Lender has otherwise 317 agreed in writing, Borrower shall not allow changes in the use for which all or any part RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 8 ' . 318 of the Property was intended at the time this Instrument was executed. Borrower shall 319 not initiate or acquiesce in a change in the zoning classification of the Property without 320 Lender's prior written consent. 321 8. Protection of Lender's Security. If Borrower faits to fully and faithfully perform its 322 obligations under this Instrument, or if any action or proceeding is commenced that 323 affects the Property, title to the Property or the interest of Lender in the Property, . 324 including, but not limited to, eminent domain, insolvency, code enforcement, .or 325 arrangements or proceedings involving a bankrupt or decedent, then Lender may make 326 such appearances, disburse such sums and take such action as Lender deems necessary 327 to protect Lender's interests, including, but not limited to, (i) disbursements of attorneys' 328 fees, (ii) entry upon the Property to make repairs, and (iii) procurement of satisfactory 329 insurance as provided in Paragraph 5 of this Instrument. 330 Any amounts disbursed by Lender under this Paragraph 8, shall become additional 331 indebtedness of Borrower secured by this Instrument. Unless Borrower and Lender 332 agree to other terms of payment, amounts disbursed under this Paragraph 8 shall be 333 immediately due and payable, and shall bear interest from the date of disbursement at 334 the Default Rate fate stated in the Note. 335 Borrower agrees that Lender shall be subrogated to the lien of any mortgage or other 336 lien discharged, in whole or in part, by the indebtedness secured by this Instrument. 337 Nothing contained in this Paragraph 8 shall require Lender to incur any expense or take 338 any action. 339 9. Inspection, Lender is authorized and empowered to enter and to authorize others to 34) - enter upon any or all of the Property, at any time and from time to time, to inspect the 341 same, to perform or observe any covenants, conditions or terms that Borrower shall fail 342 to perform, meet or comply with, or- for any purpose in connection with the protection 3-13 or preservation of Lender's security, without thereby becoming liable to Borrower or 3-44 any person in possession holding under Borrower. 345 10. Books and Records. Borrower shall keep and maintain at all times at Borrower's address 346 stated in Paragraph 21, or such other place as Lender may approve in writing, complete 347 and accurate books of accounts and records adequate to reflect correctly the financial 348 condition of Borrower, the results of the operation of the Property and copies of all 349 written contracts, leases and other instruments which affect the Property. These books, 350 records, contracts, leases and other -instruments shall be subject to examination and 351 inspection at any reasonable time by Lender. Upon Lender's request, Borrower shall 352 furnish to Lender, within one hundred and twenty (120) days after the end of each 353 fiscal year of Borrower, a balance sheet for Borrower as of the end of such fiscal year, 354 a statement of income and expenses of the Property and Borrower for such fiscal year 355 and a statement of changes in financial position of the Property and Borrower for such 356 fiscal year, each in reasonable detail and prepared in accordance with generally 357 accepted accounting principles, consistently applied, and certified by the chief 358 financial officer of Borrower and, if Lender shall require, by an independent certified 359 public accountant satisfactory to Lender. Borrower shall furnish, together with the 360 financial statements and at any other time upon Lender's request, a rent schedule for RTC Dead of Trust (California) June 1992 (Revised 12/21./93) Page 9 t 361 the Property, certified by Borrower, showing the name of each tenant, and for each 362 tenant, the space occupied, the lease expiration date, the rent payable and the rent paid 363 and any renewal options and the rent payable under same. 364 11. Condemnation. Borrower shall promptly notify Lender of any action or proceeding 365 relating to any condemnation or other taking, whether direct or indirect, of all or part 366 of the Property, and Borrower shall appear in and prosecute any such action or . 367 proceeding unless otherwise directed by Lender in writing. Borrower authorizes Lender, 368 as attorney-in-fact for Borrower, to commence, appear in and prosecute, in Lender's or 369 Borrower's name, any action or proceeding relating to any condemnation or other taking 370 of the Property, and to settle or compromise any claim. The proceeds of any award or 371 payment for damages, or for conveyances in lieu of condemnation, shall be paid to 372 Lender. 373 Borrower authorizes Lender to apply condemnation awards or payments, after the 374 deduction of Lender's expenses incurred in collection of these amounts, at the option 375 of Lender, to restoration or repair of the Property or to payment of the sums secured 376 by this Instrument, in such order as Lender may determine. Any balance shall be 377 promptly paid by Lender to Borrower. Unless Borrower and Lender otherwise agree in 378 writing, any application of proceeds to principal shall not extend or postpone the due 379 dale of the menihly-jrelWar installments referred to in Paragraphs I and 2 of this Instrument 380 or change amount of the-went 4y--reavlar- installments. Borrower agrees to execute such 381 further evidence of assignment of any awards, payments, proceeds, damages or claims 382 arising in connection with such condemnation or taking as Lender may require. 383 12. Borrower and Lien Not Released. Lender may, without giving notice to or obtaining 38-1 the consent of Borrower, or of any junior lienholder or guarantor, extend the time for 385 payment of all or part of the indebtedness secured by this Instrument, reduce the 38 S payments on the indebtedness, release anyone liable on any of the indebtedness, accept 387 a renewal note or • notes- for the indebtedness, modify the terms of payment of the 388 indebtedness, release from the lien of this Instrument any part of the Property, waive 389 compliance with or any default under the note, this Instrument or any other Loan 390 Document, exercise or waive the exercise of any rights, power, privilege or remedy 391 under or with respect to the Note, this Instrument or any other Loan Document, take or 392 release other or additional security, reconvey any part of the Property, consent to the 393 granting of any easement,joint in any extension or subordination agreement, and agree 394 in writing with Borrower to modify the rate of interest, the period of amortization, or 395 the amount of the--F aen N)-r ar installments payable under the Note. Actions taken by 396 Lender under this Paragraph 12 shall not affect the obligation of Borrower to pay the 3.71 sums secured by this Instrument and to fulfill the obligations of Borrower contained 378 in this Instrument. Furthermore, actions taken by Lender shall not affect any guaranty 3" for payment of 'the indebtedness secured by this Instrument or Lender's lien on. the 400 Property. Borrower shall pay Lender a reasonable service charge, together with any 401 title insurance premiums and attorneys' fees as may be incurred by Lender for any such 402 action. 403 13. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any 404 right or remedy under this Instrument or permitted by law, shall not be a waiver of or 40S preclude the exercise of any right or remedy. The acceptance by Lender of payment of RTC Dead of Trust (California) June 1992 (Revised 12/21193) Page 10 S s 406 any sum secured by this Instrument after the due date shall not be a waiver of Lender's 407 right either to require prompt payment when due of all other sums so secured or to 408 declare a default for failure to make prompt payment. The procurement of insurance 409 or the payment of taxes or other liens or charges by Lender shall not be a waiver of 410 Lender's right to accelerate the maturity of the indebtedness secured by this Instrument. 411 Furthermore, Lender's receipt of any awards, proceeds or damages under Paragraphs 412 5 and 11 shall not operate to cure or waive Borrower's .default in its obligations to pay 413 sums secured by this instrument. 414 . 14. Loan Documents. Borrower agrees that any default or breach by Borrower or its 415 principals and guarantors, or any misrepresentation of fact by Borrower or its 416 principals and guarantors under any of the Loan Documents, shall be a breach of 417 Borrower's obligations under this Instrument. The term "Loan Documents", as used in 418 this Instrument, includes, but is not limited to, the Note, this Instrument, any other 419 mortgages, deeds of trust or deeds to secure debt securing the Note, any environmental 420 remediation agreement, any escrow agreement, the loan application, including all 421 supporting exhibits, and all other documents executed and delivered in connection with 422 and evidencing, governing or securing the financing transaction secured by this 423 Instrument, as provided by Borrower or its principals and guarantors to Lender. Upon 424 breach of Borrower's obligations under this Paragraph 14, Lender may declare all sums 425 secured by this Instrument due and payable and invoke any remedies permitted by this 426 Instrument or any other Loan Document. 427 15. Estoppel Certificate. Borrower shall, within ten (10) days of a written request therefor 428 by Lender, furnish Lender with a written statement, duly acknowledged, setting forth 429 the sums secured by this Instrument and any right of set-off, counterclaim or other 430 defense which exists against such sums and the obligations of this Instrument. 431 16. Urdform Commercial Code Security Agreement. This Instrument is intended to be a 432 security agreement under the Uniform Commercial Code of the jurisdiction in which 433 the Property is located ("Uniform Commercial Code") for any of the items specified 434 above as part of the Property that, as a matter of law, may be subject to a security 435 interest under the Uniform Commercial Code. Borrower grants Lender a security 436 interest in these items. Borrower agrees that Lender may file this Instrument in the 437 real estate records or other appropriate index as a financing statement for any of the 438 items specified above as a part of the Property. Any copy of this Instrument or of any 439 other security agreement or financing statement shall be sufficient as a financing 440 statement. in addition, Borrower agrees to execute and deliver to Lender, upon Lender's 441 request, any financing statements, as well as extensions, renewals and amendment to 442 financing statements and copies of this Instrument, and such other documents as Lender 443 may deem necessary or desirable, in such form as Lender may require to perfect a 444 security interest or to effectuate, complete, enlarge or perfect, or to continue and 445 preserve (a) the obligations of Borrower under the Note and the other Loan Documents, 44E and (b) the lien of this Instrument as a first and prior lien upon all of the Property, 447 whether now owned or hereafter acquired by Borrower. Borrower shall pay all costs of 446 filing financing statements and any extensions, renewals, amendments and releases. 449 Borrower shall further pay all reasonable costs and expenses of any record searches for 450 financing statements Lender may require. Without the prior written consent of Lender, 451 Borrower shall not create under the Uniform Commercial Code any other security RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 11 ` 452 interests in these items, including replacements and additions. Upon Borrower's 453 breach of any obligation of Borrower contained in this Instrument, including the 454 obligation to pay when due all sums secured by this Instrument, Lender shall have the 455 remedies of a secured party under the Uniform Commercial Code and also may invoke 456 the remedies provided in this Instrument, the Note or any other Loan Document, or 457 available by law or 'equity. In exercising its remedies, Lender may proceed against the 458 items of real property and any items of personal property specified above as part of the . 459 Property separately or .together and in any order whatsoever, without in any way 460 affecting the availability of Lender's remedies under the Uniform Commercial Code 461 and the remedies provided in this Instrument, the Note or any other Loan Document, 462 or available by law or equity. 463 17. Leases of the Property. Borrower shall comply with Borrower's obligations as landlord 464 under all leases, subleases, licenses and other forms of occupancy agreements, however 465 denominated, affecting the use or occupancy of all or any portion of the Property which 466 may heretofore have been or may hereafter be entered into, and all renewals 467 extensions, amendments and modifications thereof (hereinafter collectively referred to 468 as the "leases"). At Lender's request, Borrower shall furnish Lender with executed 469 copies of all current and future leases. Borrower shall promptly deliver to Lender a copy 470 of each notice from Borrower or from a tenant under a lease regarding a default under 471 such lease or any action taken in connection with such default. All leases shall be 472 subject to the approval of Lender. All leases shall be specifically subordinate to this 473 Instrument (unless Lender shall otherwise consent in writing) and shall obligate each 474 tenant to furnish Lender, within ten (10) days of written request by Lender, a written 475 statement setting forth the date of the lease and any amendment or modifications 476 thereto, the rent payable thereunder and the date to which such rent has been paid, any 477 renewal or extension options provided for thereunder, any defaults by the lessor 478 thereunder, any security deposit thereunder, and any right of set-off, counterclaim or 479 other defense which tenant may have under its lease. All leases also shall reflect that 480 the tenant recognizes Lender, or any person succeeding to the interest of Borrower in 481 the Property, as landlord (attorns to Lender or such other person), effective upon 482 Lender's or such other person's acquisition of title to the Property; that the tenant 483 agrees to execute further evidences of attornment as Lender or such other person may 494 from time to time request; that the attoinment of the tenant shall not be terminated by 485 foreclosure; , 486 sueh anomments eF My ef 4heMi provided, however, that Lender or such other person 487 shall not be bound by any payment of rent for more than two (2) months in advance or 488 any amendment or modification of any lease made without the prior written consent 489 of Lender or such other person. Borrower shall not, without Lender's prior written 49C. consent, in each instance, execute, modify, accept the surrender of or terminate, either 491 orally or in writing, any lease providing for a term of tree-f3}-slx years or more, permit 492 an assignment or sublease of such a lease without Lender's written consent, request or 493 consent to the subordination of any lease to any lien subordinate to this Instrument, or 494 waive any of Borrower's material rights or any of the tenant's material obligations 495 under any lease. If Borrower becomes aware that any tenant proposes to do, or is doing 496 any act or thing which may give rise to any right of set-off against rent, Borrower shall 497 (i) take such steps as shall be reasonably calculated to prevent the accrual of any right 493 to a set-off against rent, (ii) notify Lender of this circumstance and of the amount of 499 said set-offs, and (iii) within ten(10) days 0% after such accrual, reimburse the tenant who RTC Dead of Trust (California) June 1992 (Revised 12/21/93) Page 12 500 shall have acquired such right to set-off or take such other steps as shall effectively 501 discharge the set-off and as shall assure that rents thereafter due shall continue to be 502 payable without set-off or deduction. 503 Leases on the Property for commercial use, (i) shall provide for a minimum twelve (I2) 504 months terra, (H)shall not provide for a terra greater than rive (5) lears 505 years and, (iii) shall approximately reflect current market rents, wJthout the Landlord's prior written consent. 506 Upon Lender's request, Borrower shall assign to bender, by written instrument 507 satisfactory to Lender, all current and future leases and all security deposits made by 508 tenants and all guaranties of leases. Upon this assignment of leases, Lender shall have 509 all of the rights and powers possessed by Borrower with respect to the leases prior .to 510 the assignment, including, without limitation, the right to modify, extend or terminate 511 existing leases and to execute new leases, in Lender's sole discretion. 512 18. Remedies Cumulative. Each remedy provided in this Instrument, in the Note or in any 513 other Loan Document is distinct and cumulative to all other rights or remedies under 514 this Instrument, the Note or any other Loan Document or afforded by law or equity, 515 and may be exercised concurrently. independently, or successively, in any order 516 whatsoever. 517 19. Acceleration in Case of Borrower's Insolvency. If Borrower shall voluntarily file a 518 petition under any Federal or state statute relating to bankruptcy, insolvency, 519 arrangements or reorganizations, or file an answer in an involuntary proceeding 520 admitting insolvency or inability to pay debts, or if Borrower shall fail to obtain a 521 vacation or stay of involuntary proceedings brought for the reorganization,- dissolution 522 or liquidation of Borrower, or if Borrower shall be adjudged a bankrupt, or if a trustee 523 or receiver shall be appointed for Borrower or Borrower's property, or if the Property 524 shall become subject to the jurisdiction-of a bankruptcy court, or if Borrower shall 525 make an assignment for the benefit of Borrower's creditors, or if there is an attachment, 526 execution or other judicial seizure of any portion of Borrower's assets and such seizure 527 is not discharged within ten (10) days after the occurrence of same, then Lender may 528 declare all of the sums secured by this Instrument to be immediately due and payable. 529 Lender also may invoke any remedies permitted by this Instrument, the Note or any 530 other Loan Document. Any attorneys' fees and other expenses incurred by Lender in 531 connection with the events described in this Paragraph 19 shall be additional 532 indebtedness of Borrower secured by this Instrument pursuant to Paragraph 8. 533 20. Transfers of the Property or Beneficial Interests in Borrower. 534 535 535 , 537 , 538 , 539 , 540 the 1-6ftltcor- any athP1FLemz/VeuFaek 3t. iif.'iiv 1; 11 . ♦ L b fi 'n ►h case f G7�--�vrsv�risvi�'mcc .f'v'c�RGT`i\7��T'`LiTi['i�G'�-7c�r: 541 542 iemnt Of PaFtHeF; RTC Dead of Trust (California) June 1992 (Revised 12/21/93) Page 23 S 543 b. The_ anlsf 4leaseheld iniefesi4a a paFT-0t the PEepeft'y-of years of 544 545 K4h 546 aFIOM-01!4`e€1e a1-ime�e " owes--where Mefe ^Fe 547 , 549 e less ef!h is -#tave—been—se! . 549 m and after- !be dale hereef. i 550 21. Notices. Except for any notice required by law to be given in another manner, all 551 notices, waivers, demands, requests or other communications required or permitted by 552 this Instrument (collectively, "Notices"), to be effective, shall be in writing, properly 553 addressed, and shall be given (i) by personal delivery, (ii) by .established overnight 554 commercial courier with delivery charges prepaid or. duly charged, or (iii) by registered $55 or certified mail, return receipt requested, first class postage prepaid as follows: 556 If to Lender: Charter Se ice Corporation 557 Title: 558 Resolution Trust Corporation 559 c/o MIDLAND LOAN SERVICES $60 210 West 10th Street, P.O. Box 49158 Kansas City. ]'Missouri 64141-6158 561 With a copy to: Mr. David Iohnson, Esg., Senior Attorney 562 California Office, Legal Division 563 Resolution Trust Corporation 564 4000 Newoort Boulevard Fifth Fl or 565 Newport Beach. California 92660-2516 566 If to Borrower: 501.Main, Mnc. /o Mr. Shaoul J. Levy 567 100 Wilshire Boulevard, Suite 1230, Santa Monica, CA 90401 568 Attn: Mr. Shaoul J. Levy, Vice-President/Secretary 569 With a copy to: Nir Leonar Yeldman—Eresidgnt 570 YS/ el •�/ G .9 __ c.+ 90 a V 7 — 571 Attn: 501 Main, Inc. 572 or to any other address or addressee as any party entitled to receive Notices 573 under this Instrument shall designate, from time to time by Notice given, to the 574 others in the manner provided in this Paragraph 21 for the service of Notices. 575 Notices thus given by personal delivery shall be deemed to have been received 576 upon tender to the applicable natural person above shown. Notices thus given 577 by overnight courier shall be deemed to have been received the neat business day 578 after delivery to such overnight commercial courier. Notices thus given by mail 579 shall be deemed to have been received on the second (2nd) day after deposit into i f RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 14 A s 580 the United States Postal System. All copies of Notices sent to the parties listed 581 above as receiving copies shall be given in the same manner as the original 582 ' Notice, and such giving shall be a Frerequisite to the effectiveness of any Notice. 583 22. Successors and Assigns Bound; Joint and Several Liability; Agents; Captions. The 584 covenants and agreements contained in this Instrument shall bind, and the rights in 585 this Instrument shall inure to, the respective successors and assigns of Lender and . $86 Borrower, subject. to the provisions of Paragraph 20. All obligations of Borrower shall 587 be joint and several. In exercising any rights or taking any actions under this 588 Instrument, Lender may act through its employees, agents or independent contractors. 589 The captions and headings of. the Paragraphs of this Instrument are for reference and 590 convenience only and are not to be used to interpret or define its provisions, 591 23. Governing ..Law and Severabilit3. All questions with respect to the construction of this 592 Instrument and the rights and liabilities of the parties under this Instrument shall be 593 determined in accordance with the laws of the jurisdiction in which the Property is 594 located, without regard to the application of choice of law principles, except to the 595 extent that such laws are superseded by Federal law. In the event that any provision 596 of this Instrument or the Note conflicts with law, such conflict shall not affect other 597 provisions of this Instrument or the Note which can be given effect without the 598 conflicting provisions. To this end, the provisions of this Instrument and the Note are 599 declared to be severable. 600 In the event that any law limiting the amount of interest or other charges permitted to 601 be collected from Borrower is interpreted so that any charge provided for in this 602 Instrument or in the Note, whether considered separately or together with other charges 603 levied in connection with this Instrument and the Note, violates such law, and Borrower 60-4 is entitled to the benefit of such law, such charge is reduced to the extent necessary to 605 eliminate the violation. The amounts, if any, previously paid to Lender in excess of 606 the amounts payable to Lender pursuant to such charges as reduced shall be applied by 607 Lender to reduce the principal of the indebtedness evidenced by the Note. For the 608 purpose of determining whether any law limiting the amount of interest or other 609 charges permitted to be collected from Borrower has been violated, all indebtedness 610 which is secured by this Instrument or evidenced by the Note and which constitutes 611 interest, as well as all other charges levied in connection with such indebtedness which 612 constitute interest, shall be deemed to be allocated and spread over the stated term 613 (including any renewal or extension) of the Note. Unless otherwise required by 614 applicable law, such allocation and spreading shall be effected in such a manner that 615 the rate of interest computed thereby is uniform throughout the stated term (including 616 any renewal or extension) of the Note. 617 24. Walver of Statute of LWtatioasfWalver of Right to Jury Trial. To the extent permitted 618 by law, Borrower hereby waives the right to assert any statute of limitations as a bar 619 to the enforcement of the lien of this Instrument or to any action brought to enforce the 620 Note or any other obligation secured by this Instrument. 621 Borrower hereby (i) agrees not to elect a trial by jury of any issue triable of right by a 621 jury and (ii) waives any right to trial by jury fully to the extent that any such right 623 shall now or hereafter exist. This waiver of right to trial by jury is separately given RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 15 ' 624 knowingly and voluntarily, by Borrower, and this waiver is intended to encompass ` 625 individually each instance and each issue as to which the right to a trial by jury would 626 otherwise accrue. Lender is hereby authorized and requested to submit this Instrument 627 to any court having jurisdiction over the subject matter and the parties hereof, so as to 628 serve as conclusive evidence of Borrower's herein contained waiver of the right to trial 629 by jury. Further, Borrower hereby certifies that no representative or agent of the 630 Lender (including Lender's counsel) has represented, expressly or otherwise, to Borrower 631 that Lender will not seek to enforce this waiver of right to trial by jury provision. 632 25. Waiver of Marshalling. Notwithstanding the existence of any other security interest in 633 the Property held by Lender or by any other party, Lender shall have the right to 634 determine the order in which any or all of the Property shall be subjected to the 635 remedies provided in this Instrument. Lender shalt have the right to determine the 636 order in which any or all portions of the indebtedness secured hereby are satisfied from 637 the proceeds realized upon the exercise of the remedies provided in this Instrument. 638 Borrower, any party who consents to this Instrument and any party who now or in the 639 future acquires a security interest in the Property and who has actual or constructive 640 notice of this Instrument waives all right to require the marshalling of assets in 641 connection with the exercise of any of the remedies permitted by law or provided in 642 this Instrument. 643 26. Relationship of Parties. No right or benefit conferred on Lender under this Instrument 644 shall• constitute or be deemed to constitute Lender a partner or a joint venturer with 645 Borrower. Borrower and Lender specifically acknowledge that the relationship between 646 Borrower and Lender is solely that of borrower and lender and that all payments 647 required to be made by Borrower to Lender under this Instrument and other Loan 648 Documents are required solely by reason of that relationship. 649 27. Mandatory Recourse. Notwithstanding anything to the contrary contained in this 650 Instrument or applicable law, it is the •intent of Borrower and Lender that Borrower and 651 any general partner of Borrower shall be personally liable for. 652 a. . Loss or damage to the Property caused by physical waste or the gross negligence 653 or willful misconduct of the Borrower, its agents, employees, contractors, 65.1 licensees, or invitees; 653 b. Loss or damage suffered by Lender which is subject to indemnification under 656 the provisions of Paragraph 6 relating to Hazardous Materials, and/or loss or 657 damage to the Property caused by a breach of said Paragraph; 658 C. Loss or damage suffered by Lender caused by the removal or disposal of any 659 portion of the Property, or of any of the personal property located thereon, -after 660 notice of default under this Instrument. 661 d. Loss or damage suffered by Lender as a result of or attributable to any fraud or 662 misrepresentation by Borrower contained in this Instrument, the Note, or any 663 other Loan Document delivered in connection with the acquisition of the 664 Property or financing, including, without limitation, the loan application 655 relating to the financing secured by this Instrument; RTC Dead of Trust (California) June 1992 (Revised 12/21/93) Page 16 � r - 646 C. Loss or damage suffered by Lender as a result of the misapplication of. (1) any ' 667 rents, issues, profits or other receipts generated by or from the Property 668 following any notice of default to Borrower; (2) any insurance proceeds on 669 account of loss or damage to the Property; or (3) any amounts payable in 670 connection with condemnation of all or any portion of the Property; 671 f. Any and all costs (including, but not limited to, attorneys' fees whether or not 672 suit is. instituted) incurred by Lender in the enforcement of any of the 673 provisions of this Instrument, -the Note or any other Loan Document following 674 a default by Borrower. 675 For purposes of this Paragraph 27, "misapplication" means Borrower's failure to apply 676 funds to the reasonable and proper costs of ownership, operation, maintenance. repairs 677 and (when . applicable) restoration of the Property, and to the payment of principal, 678 interest and other amounts due under this Instrument, the Note and the other Loan 679 Documents. 680 Nothing in this Instrument shall limit Lender's recourse to the Property or any other 681 property or guarantee given or pledged as additional security for the obligations 682 evidenced by the Note and secured by this Instrument. Further, nothing contained in 683 this Instrument shall prejudice the rights of Lender as to any of the other conditions of 684 the Note or other Loan Documents or to secure a deficiency against any other entity or 685 persons) who hereafter - agree to be liable for Borrower's obligations under the Loan 686 Documents. 687 28. Assignment of Rents; Appointment of Receiver; Lender its Possession. Borrower assigns 6M and transfers to Lender all the rents and revenues of the Property, including without 699 limitation, the rents payable under the leases. Borrower authorizes Lender to collect 690 all rents and revenues arid, by this Paragraph, directs each tenant of the Property to pay 691 rents directly to Lender, provided, however, that prior to written notice given by 692 Lender to Borrower of the breach by Borrower of any obligation of Borrower in this 693 Instrument, Borrower shall collect and receive all rents and revenues of the Property as 694 trustee for the benefit of Lender. It is the intent of Borrower and Lender that this 695 assignment of rents constitutes an absolute assignment and not an assignment for 696 additional security only. Upon delivery of written notice by Lender to Borrower of a 697 breach by Borrower of its obligations under this Instrument, and without the necessity 698 of Lender entering upon and taking full control of the Property, Lender shall 699 immediately be entitled to possession of all rents and revenues of the Property both 700 past due and unpaid and as they become due and payable. - All such rents shall 701 immediately be held by Borrower as trustee for the benefit of Lender only;provided, 702 however, that the written notice by Lender to Borrower of the breach by Borrower shall 703 contain a statement that Lender exercises its right to rents. Borrower agrees • that 704 commencing upon delivery of written notice of Borrower's breach by Lender, each 705 tenant of the Property shall pay rents directly to Lender on Lender's written demand 706 to each tenant delivered to each tenant personally, by mail or by delivering such 707 demand to each rental space, without any obligation on the part of any tenant to 708 inquire as to the existence of a default by Borrower. 709 Borrower states that Borrower has not executed any prior assignment of rents and RTC Dead of Trust (California) June 1992 (Revised 12/21/93) Page 17 710 revenue of the Property, that Borrower has not performed, and will not perform, any 711 acts and has not executed, and will not execute, any instrument which would prevent 712 Lender from exercising its rights under this Paragraph 28, and that at the time of 713 execution of this Instrument there has been no anticipation or prepayment of any of the 714 rents of the Property for more than two (2) months prior to the due dates of such rents. 715 Borrower agrees that Borrower will not after the date of this Instrument collect or 716 accept payment of any rents of the Property more than two (2) months prior to the due 717 dates of such rents. Borrower further agrees that Borrower will deliver to Lender 718 additional assignments of rents -and revenues of the Property as Lender may from time 719 to time request. 720 Upon Borrower's breach of any obligation under this Instrument, Lender may enter 721 upon and take full operational control of the Property. Operational control includes, 722 but is not limited to, the execution, cancellation or modification of leases, the collection 723 of all rents and revenues, the making of repairs to the Property and the execution or 724 •termination of management and maintenance contracts. In the event Lender elects to 725 seek the appointment of a receiver for the Property, Borrower hereby expressly 726 consents to the appointment of such receiver. Lender or the receiver shall be entitled 727 to receive a reasonable fee for managing the Property. 728 Airrents and revenues collected subsequent to delivery of written notice by Lender to 729 Borrower of the breach by Borrower of its obligations under this Instrument shall be 730 applied first to the costs, if any, of taking control of and managing the Property and 731 collecting the rents and then, in such order of priority as Lender may determine, to the 732 sums secured by this Instrument. Costs include, but are not limited to, attorneys' fees 733 (whether suit is instituted or not), receiver's fees, premiums on receiver's bonds, repairs 734 to the Property, premiums on insurance policies, taxes, assessments and other charges 735 on the Property, and discharging any 'obligation or liability of Borrower as landlord of 736 the Property. Lender or the receiver shall have access to the books and records used in 737 the operation and maintenance of the Property and shall be liable to account only for 738 those rents actually received. Lender shall not be liable to Borrower, anyone claiming 739 under or through Borrower or anyone having an interest in the Property by reason of 740 anything done or left undone by Lender under this Paragraph 28. 741 If the rents of the Property are not sufficient to meet the costs of taking control of the 742 Property and collecting the rents, any funds expended by Lender for such purposes shall 743 become indebtedness of Borrower to Lender secured by this Instrument under 744 Paragraph 8. 745 Any taking control of the Property by Lender or the receiver and any application of 746 rents as provided in this Paragraph shall not cure or waive any default under this 747 Instrument or invalidate any other right or remedy of Lender under law or as provided 748 in this Instrument, the Note or the other Loan Documents. This assignment of rents of 749 the Property shall terminate at such time as this Instrument ceases to secure 750 indebtedness held by Lender. 751 29. Acceleration; Remedies. Upon Borrower's breach of any covenant or agreement of 752 Borrower in this Instrument, including, but not limited to, the covenants to pay when 753 due any sums secured by this Instrument, Lender at Lender's option may declare all of RTC Deed of Trust (california) June 1992 (Revised 12/21/93) Page 18 755 the sums secured by this Instrument to be immediately due and payable without further 756 demand and may invoke the power of sale and any other remedies permitted by 757 ' applicable law or provided herein. Borrower acknowledges that the power of sale 758 herein granted may be exercised by Lender without prior judicial hearing. Borrower 759 has the right to bring an action to assert the non-existence of a breach or any other 760 defense of Borrower to acceleration and sale. Lender shall be entitled to collect all costs 761 and expenses incurred in pursuing such remedies, including, but not limited to, . 762 attorney's fees and costs of_documentary evidence, abstracts and tide reports. 763 If Lender invokes the power of sale, Lender shall execute a written notice of the 764 occurrence of an event of default and of Lender's election to cause the Property to be 765 sold and shall cause such notice to be recorded in each county in which the Property or 766 some part thereof .is located. Trustee shall give notice of default and notice of sale and 767 shall sell the Property according to tl:e laws of California. Trustee may sell the 768 Property at the time and place under the terms designated in the notice of sate in one 769 or more parcels and in such order as Trustee may determine. Trustee may postpone sate 77C of all or any parcel of the Property by public announcement at the time and place of 771 any previously scheduled sale. Lender or Lender's designee may purchase the Property 772 at any sale. 773 Trustee shall deliver to the purchaser Trustee's deed conveying the Property so sold 771 without any covenant or warranty, expressed or implied. The recitals in the Trustee's 775 deed shall be prima facie evidence of the truth of the statements made herein. Trustee 776 shall apply the proceeds of the sale in the following order: (a) to all costs and expenses 777 of the sale, including, but not limited to, Trustee's and attorney's fees and costs of title 773 evidence; (b) to all sums secured by this Instrument in such order as Lender, in Lender's 779 sole discretion, directs; and (c) the excess, if any, to the person or persons legally 780 entitled thereto. 781 30. Reconveyance. Upon payment - of all sums secured by• this Instrument, Lender shall 782 request Trustee to reconvey the Property and shall surrender this Instrument and all 7S3 notes evidencing indebtedness secured by this Instrument to Trustee. Trustee shall 7£4 reconvey the Property without warranty to the person or persons legally entitled thereto. 7£5 Such person or persons shall pay Trustee's reasonable costs incurred in so reconveying 786 the Property. 787 31. Substitute Trustee. Lender, at Lender's option may from time to time, by an instrument 788 in writing, appoint a successor trustee to any Trustee appointed hereunder, which 739 instrument, when executed and acknowledged by Lender and recorded in the office of 790 the recorder of the county or counties where the Property is situated, shall be conclusive 791 proof of proper substitution of such successor trustee. The successor trustee shall, 792 without conveyance of the Property, succeed to all the title, powers and duties 793 conferred upon the Trustee herein and by applicable law. Said instrument .shall contain 794 the name of the original Lender, Trustee and Borrower hereunder, the book and page 795 where this Instrument is recorded, and the name and address of the successor trustee. 796 If notice of default has been recorded, this power of substitution cannot be exercised fi97 until after the costs, fees and expenses of the then acting Trustee have been paid to such 798 Trustee who shall endorse receipt thereof upon such instrument of substitution. The 799 procedure herein provided for substitution of trustee shall govern to the exclusion of RTC Deed of Trust (California) June 2992 (Revised 12/21/93) Page 29 i . &l0 all other provisions for substitution,statutory or otherwise. 801 32. Request for Notices. Borrower requests that copies of the notice of default and notice 802 of sale be sent to Borrower at Borrower's address stated below. 803 33. Statement of Obligation. Lender may collect a fee not to exceed the maximum allowed 804 by applicable law for furnishing the statement of obligation as provided in Section 2943 805 of the Civil Code of California. 806 34. Spouse's Separate Property. Any Borrower who is a married person expressly agrees 807 that recourse may be had against his or her separate property. 35. Rider. This Deed of Trust is also subject to the,proyisioms of the attached Rider to Deed of Trust (the "Rider") or 18 nagesiincluding exhibits). The terms and conditions of the-Rider ar herein incorporated into this Deed of Trust. 808 IN WITNESS NNTIREOF, Borrower has executed this Instrument or has caused the same to be 809 executed by its representatives thereunto duly authorized. 810 5011%LU 1, INC., a California Corporation 811 By; LEONARD FELDMAN By: SHAOUL LEVY 812 President Vice-President/Secretary de 813 814 Borrower's Address: 815 clo Mr. ShaouI J. Levy. 100 Wilshire Blvd., Ste. 1230 816 Santa Monica, California 90401 817 [Notarize Acknowledgement, Following] RTC Deed of Trust: (California) June 1992 (Revised 12/21/93) Page 20 AC1ENOR'LEDG111EN`TS STATE OF CALIFORNIA ) ) ss COUNTY OF• XLkNGEL.os040ue•itoy) On this 2:7_ day of October, 1994, before me the undersigned, a Notary Public in and for said State, personally appeared LEONARD FELDMAN, r proved to me on the basis of satisfactory evidence)to be the persono whose name(p) is/are subscribed to the within instrument and acknowledged to me that he/&heAhff executed the same in his/heOthek authorized capacity(ies), and that by his/herkhe c signatur*) on the instrument the person((), or the entity upon behalf of which the person(r) acted, executed the instrument. WITNESS MY HAND AND OFFICIAL SEAL. . MARY I MADDOX I N OOLN. i960225 PU(( ° NOTARY REM-CAUFOFL41A N �^y) I t.06 ANtI[1ES COUtti7Y NW'tary Publi d for said Coun (SEAL) �� � 1Z 1�3v i STATE OF CALIFORNIA } COUNTY OF�RANG osAr,G&G��)ss ,- On this ,17 day of October, 1994, before me the undersigned,'a Notary Public in and for said State, personally appeared SHAOUL LEVY, r proved to me on the basis of satisfactory evidence) to be the person() whose name(g) is/afe subscribed to the within instrument and acknowledged to me that he/shekhey executed the same in his/her4heir authorized capacity(k—,), and that by his/her:tk k signature(r)on the instrument the person(a), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS MY HAND AND OFFICIAL SEAL. Notary Public d for said County (SEAL) MARY J. MADDOX = _ . US ANGELES COMP My WrLEVft Wr. 12,199fi RTC Deed of Trust (California) June 2992 (Revised 12/21/93) Page 21 EXHIBIT "A" LEGAL DESCRIPTION OF THE REAL PROPERTY [See Legal Description, Attached & Following] RTC Deed of Trust (California) June 1992 (Revised 12/21/93) Page 22 Legal-Description PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a map recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as 'set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, Official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. RIDER. TO DEED OF TRUST This RIDER TO DEED OF TRUST (this "Rider") is by this reference made a part of, and incorporated within, that certain DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Deed of Trust*) to which this Rider is attached. Unless otherwise defined herein, each term bearing initial capital letters herein shall have the respective definition ascribed to such term tinder the Deed of Trust. In the event of any conflict between the provisions of this Rider, the Deed of Trust and any other Loan Document, the terms of this Rider shall prevail and control. IN CONSIDERATION OF the recitals set forth in the Deed of Trust and the mutual covenants, conditions, agreements, representations and warranties contained in the Deed of Trust, this Rider and the other Loan Documents, and for other good and valuable consideration, the receipt and Iegal sufficiency of which are acknowledged by Borrower, Borrower hereby agrees as follows: 1. ADDITIONAL COLLATERAL. Without in any m'ay limiting the generality of the Deed of Trust, in addition to the Property and other collateral described in the Deed of Trust, Borrower hereby irrevocably grants, conveys and assigns to Trustee, in trust, with power of sale and with general warranty of title, for the benefit of Lender, and (to the extent any such items constitute personal property) grants to Lender a security interest in and to the following items of property: a. those items of tangible personal property described on Exhibit "B" attached hereto and incorporated herein by this reference; b. all those leases, - subleases, franchises, licenses, occupancy agreements and other agreements affecting the use, enjoyment or occupancy of all or any portion of the Real Property and/or the improvements located thereon, now or hereafter existing (the "L.ea="); all rents, royalties, income, profits, issues, revenues, tenant payments for property taxes, insurance and common area maintenance, and other revenues from the Leases (the "Rents*); all security deposits and any other deposits made by any tenant with respect to any Lease (the "Lease Deposits"); all Borrower's rights under any guaranties of any tenant's obligations under any Lease (the "Guaranties"); including without limitation, those Tenant Leases, Lease Deposits and Guaranties identified on Exhibit "C" attached hereto and incorporated herein by this reference; and C. those items of intangible personal property described on Exhibit "D"attached Hereto and incorporated herein by this reference. Notwithstanding any provision of the Deed of Trust or this Rider to the contrary, the term 'Property* shall include all the foregoing items for all purposes, but shall= include items of personal property, and readily removable fixtures, which are owned or leased by tenants of the Property. 2. ALIENATIONQR FURTHER ENCUMBRANCE OF THE PROPERTY. Paragraph 20 of the Deed of Trust, "Transfers of the Property or Beneficial Interests in Borrower,' is hereby deleted in its entirety and the following provision is substituted in lieu thereof to read in full, as follows: RTC CiWmis D1" a 1 Rids 1D Deed or rnat (cal-)« A Aa]PrVCK-) BORROWER'S LNTnALS P"szed July 3,1993 r "a. If the Property, or any part of or any Interest in the Property, is sold, conveyed, transferred, alienated, leased (except for the demise of space within the Improve- ments located on the Property under leases to tenants In the ordinary coarse of Borrower's operation of the Property), or further encumbered, whether voluntarily or involuntarily, without Lender's prior written consent (which consent may be withheld In Lender's sole discretion), Lender shall have the right, at Lender's sole option, to declare the Note and any other obligations secured by the Deed of Trust Immediately due and payable regardless of the 'Maturity Date'specified in the Note. In any event in which Lender, in Lender's sole discretion, consents to any further encumbrance of the Property, such consent may be conditioned upon delivery to, and for the benefit of Lender, a subordination agreement duly executed by Borrower and the grantee, mortgagee or beneficiary of such further encumbrance, such subordination agreement being in form and substance acceptable to Lender, in Lender's sole discretion. "b. If(i)Borrower is a corporation,partnership, trust or other legal entity and (ui)there Is a transfer,assignment or hypothecation, whether voluntary or involuntary,of any stock, partnership or other ownership interest (as the case may be), which changes the direct or Indirect beneficial ownership of such entity, existing as of the date of the Deed of Trust, by more than twenty-five percent (2517o) in the aggregate, then Lender shall have the right, at Lender's sole option, to declare the Note and any other obligations secured by the Deed of Trust immediately due and payable, regardless of the 'Maturity Date' specified In the Note, unless Lender has granted Lender's prior written consent to such transfer, assignment or hypothecation." 3. ATTORh T� AGREEMENTS. The following Shall be added to the end of Section 17 of the Deed of Trust, entitled 'leases of the Property": Borrower shall deliver to Lender, from all tenants executing new leases or renewing existing leases, attornment agreements directly In favor of Lender, all In form and substance satisfactory to Lender. Each such attornment agreement shall provide instructions to each tenant,and obtain each tenant's agreement,to pay rents and other amounts due under such tenant's Lease to Lender or Trustee upon Lender's or Trustee's demand and without the need for consent by Borrower and shall provide for the acknowledgement by each such tenant that landlord's interest under such tenant's Lease has been assigned to Lender, as beneficiary (and Pacific Title Guaranty, as trustee), under and by a deed of trust, assignment of rents and security agreement, of even date herewith. 4. FMMQ TNMMAL_INUPMh=. Notwithstanding any provision to the contrary in the Deed of Trust or any other Loan Document, that certain Environmental Indemnity of even date herewith executed by Borrower in favor of Lender shall not be secured by the Deed of Trust and that such Environmental Indemnity may be enforced against Borrower pursuant to Sections 726.5 and 735 of the Qffirnia, RTC C&Ucmiz Office rKe Rider W Deed of Taut Y (Ca wkia Red Propeeia) BORRO Si'WX LYrJ LAW Al PMu%4 July 3,M S. BORROWER'S, tEPRESENTAT'IONS AIM WARRAN�'IF� a. Borrower, for itself and its successors and assigns, represents and warrants that: i. Borrower has the lawful right and authority to grant, assign, transfer and/or mortgage its interest in the Property and each portion thereof as contemplated by the Deed of Trust. I Neither Borrower's execution and delivery of the Note, the Deed of Trust or any other Loan Documents, or any of them, nor the taking of any action in compliance with the Note, the Deed of Trust or any other Loan Documents, or any of them, will (1) contravene, cause a breach of, or constitute a default under any contract or agreement to which Borrower is a party; (2) violate or contravene any law, order, decree, rule or regulation to which Borrower or the Property is subject or (3) result in the creation of a lien against the Property or any portion thereof except as created or otherwise expressly permitted by the Deed of Trust. iii. Borrower holds fee title, marketable title and good title to the Property and each portion thereof, and is now in possession of, or is presently entitled to possession of, the Property and each portion thereof (provided, howeve , with respect to after-acquired collateral, Borrower will be the owner of, have good title to, and will be in possession of, or will be entitled to possession of, such after-acquired collateral at the time Borrower acquires rights therein). iv. The Property and each portion thereof is free from liens, encumbrances, possessory interests and adverse claims of title other than the security interest granted by the Deed of Trust, except as otherwise disclosed in the policy of title insurance issued to Lender at the time this instrument is recorded. v. The Deed of Trust creates a perfected, first priority security interest enforceable against the Property and each portion thereof(vrovided, w v , with respect to after- acquired collateral, the Deed of Trust will create a perfected, first priority security interest in such after-acquired collateral at the time Borrower later acquires rights therein, with the exception of any purchase money security interests in any of such after-acquired collateral). vi. The Property and each portion thereof is attached to or located in or about the Real Property and/or Improvements for use in conjunction with the operation of the Real Property and/or Improvements (Provided, w v , with respect to after-acquired collateral, such after-acquired collateral will be attached to or located in or about the Real Property and/or Improvements for use in conjunction with the operation of the Real Property and/or Improvements at the time Borrower acquires rights therein). RrC Ca:ifornir Me Rider Page 3 Rider io deed of Trust p;�0 (Gall MIk Rest Properties) nomov�• vs LYnIAL4 P-epu July 3,1993 • vu Neither Borrower nor any guarantor of Borrower's obligations under the Note is "insolvent" (as that term is defined in 11 U S C § 101(32))or the subject of an insolven- cy proceeding (including, without limitation, an assignment for the benefit of creditors, a voluntary or involuntary bankruptcy proceeding or the appointment of a receiver, trustee or other custodian for Borrower's assets) vui All reports, certificates, affidavits, applications, statements and other data which Borrower provided or caused to be provided to Lender in connection with the loan evidenced by the Note are true and correct in all material respects and do not omit any material information ix To Borrower's knowledge, the Property and each portion thereof, and Borrower's actual and intended use of the Property and each portion thereof, comply with all applicable covenants, conditions and restrictions, common interest development by-laws and rules, zoning ordinances, subdivided lands laws, building codes, flood disaster laws, applicable public health and safety and environmental laws and regulations, and all other ordinances, orders or requirements issued by any local, state, or Federal authorities which have or claim regulatory jurisdiction over the Property x To Borrower's knowledge, no pending or threatened judicial or administrative actions, suits or proceedings affecting Borrower or the Property or any portion thereof would, if determined adversely either to Borrower or the Property, materially impair either the Property or Borrower's ability to perform the covenants or obligations required to be performed under the Note, the Deed of Trust or any other Loan Documents, or any of them xi To Borrower's knowledge, the Property is not subject to any delinquent and unpaid water charges, sewer rents, property taxes or assessments, except as otherwise disclosed in the policy of title insurance issued to Lender at the time this instrument is recorded xu To Borrower's knowledge, the Property is free from damage caused by fire or other casualty xiu To Borrower's knowledge, no part of the Property has been taken in condemnation, eminent domain or similar proceeding and no such proceeding is pending xnv To Borrower's knowledge, the leases have not been modified and Borrower has not released, waived or discharged the rental or any other obligation of any tenant xv No event of default under the Deed of Trust or any other Loan Document, or other event which would, with the passage of time or the giving of notice or both, become such an event of default, exists RTC Califomu Office Rider Page 4 Rider to Deed of Treat (California Real Properuea) BORROWER S INITIALS Prepared July 3 1993 G. FST9ML. Without in any way limiting the generality of the Deed of Trust, and with reference to Paragraph 15 thereof, any such written statement shall be in a form acceptable to Lender and shall be suitable for recordation, and shall also include the following statements: (a) that the Note and the Deed of Trust and any other Loan Document have= been modified following their execution, other than as specified; and (2) that Borrower agrees that a prospective purchaser or assignee of Lender's interest under the Note, the Deed of Trust and any Loan Document may reasonably rely on such written statement. If Borrower should fail to so provide this written statement, Borrower shall be deemed to have irrevocably appointed Lender as Borrower's attorney-in-fact to execute and deliver such written statement. 7. INSURANCE REQUIREMENTS. At all times that the Note is outstanding, Borrower, at Borrower's expense, shall maintain the following types of insurance from insurers, upon such terms and conditions, and with policy forms, expiration dates and minimum coverage amounts acceptable to Lender in Lender's sole discretion (the "Insurance Policies*): a. Hazard lnsumnce_Coverage: If there are insurable improvements located on the Property, Borrower shall maintain hazard/casualty insurance coverage meeting the following requirements: (i)the amount of insurance shall be one hundred percent (100%) of the replacement value of the Improvements on the Property; (ii) the insurer shall pay all applicable claims on a replacement cost basis; (iii)the relevant policy shall not contain or be issued subject to any coinsurance clauses; and (iv) the insurer shall issue, and Borrower shall maintain an Agreed Amount Endorsement. b. Deductible: Any and all Insurance Policies shall contain a maximum deductible equal to the lesser of(i) Ten Thousand Dollars ($10,000.00) or (ii) one percent (1%) of the policy face value; provided that such Insurance Policies may contain such higher maximum deductible amount as may be required by applicable law. C. Steam Boiler: If a steam boiler or other pressure vessel is in operation on the Property, then Borrower shall maintain steam boiler coverage, providing a minimum liability per accident at least equal to the lesser of(i)Two Million Dollars ($2,000,000.00)or(ii) the insured value of the building(s) housing the boiler or machinery. d. RcnJLoss and Business Interruption: To the extent that income producing operations occur upon the Property, Borrower sI211 maintain rental loss and business interruption coverage meeting the following requirements: (i) Borrower shall maintain a minimum of twelve (12) months' coverage for all multifamily residential properties and commercial real estate; (H) relevant Insurance Policies shall be adjusted annually to reflect current rent levels; and (iii) Borrower shall maintain coverage of ninety-five percent (95%) of gross potential rent. e. general Liability: Borrower shall maintain a comprehensive general liability insurance policy: (i) for buildings served by elevators, in a minimum amount of Three Million Dollars ($3,000,000.00)) for bodily injury and property damage for any single RTC CaMMis Offimm Rider Pace 3 Rider to Deed of Tm4 4 (Catifmk Rut Fr ert a) BORROWER'S DMALS Prepared 7uly 3.M occurrence; and (ii) for unimproved land and for all other buildings, in a minimum amount of One Million Dollars ($1,000,000.00) for bodily injury and property damage for any single occurrence. f. Ccfl actual Liability and Plate Glass Qgveragg: Borrower shall maintain Contractual Liability coverage. To the extent that insurable improvements containing plate glass windows and doors are located on the Property, Borrower shall also maintain Plate Glass coverage, either as an endorsement to the hazard/casualty Policy or as a separate insurance policy. g. Frthquake: If the Property is located in a Federal Geological Hazard Zone or in any area prone to earthquakes and insurable improvements are located on the Property, then Borrower shall maintain earthquake coverage. h. Flood Insurance if the Property is located in a Special Flood Hazard Area or in a One Hundred year Flood Plain and insurable improvements are located on the Property, Borrower shall maintain Flood Insurance. i. Insurance Carrier Each insurer shall have and maintain an A.M. Best Co.policyholder's rating of "A" or better and financial size category of "V" or better; provided that an insurer with a lesser rating shall be permitted if such insurer presents a reinsurance agreement, containing a direct access clause, with one or more insurers which do meet the foregoing rating requirements. In no event shall coverage amounts exceed five percent'(5%) of carrier surplus and capital, unless approved in writing by Lender or unless reinsurance is provided. Each insurer shall be fully licensed and admitted in the state in which the Property is located. j. Single Car{iers Unless Lender otherwise approves, the same insurer shall issue each and every coverage required by this Rider. k. Mongago Clau The mortgagee clause shall read as follows: CHARTER SERVICE CORPORATION, a wholly-owned Subsidiary of the RESOLUTION TRUST CORPORATION, as Receiver for CHARTER SAVINGS BANK, F.S.B., c/o Midlandry 21 West loth P.Q. Box 419158.JQnsas !City,,�o ' 64141-61H (Loan-Servicer), and its successors and assigns as their interests may appear. Such clause must provide that the insurer shall notify Lender in writing at least thirty (30) days in advance of any policy reduction, non-renewal or cancellation. 1, OthCr !C&v_ergses Lender may require such further and other coverages, in addition to those set forth above, from time to time, as are commercially reasonable. RTC califania OPr" Rids Page 6 Rider a DoM of Trust (Cafi[ornia ge+1 Properties) BORROWER'S LrI IiAI S�� Prepared lubj 3,1993 M. LlandatQry Policy Provision i. All Insurance Policies must have a "lender's loss payable" endorsement acceptable to Lender; ii. All Insurance Policies must provide for at least thirty (30) days' prior written notice to Lender of any cancellation, termination or modification; iii, All liability Insurance Policies shall name Lender as an "Additional Insured"; and iv, All casualty Insurance Policies shall provide that proceeds of the payment of a claim shall be payable to Lender as its interest may appear pursuant and subject to a mortgagee clause (without contribution) of standard form attached to, or otherwise made a part of, the applicable policy: n. Proof of In5gmnc . On the date of recordation of the Deed of Trust, Borrower shall provide to Lender written evidence of the existence of such coverage in the form of(i) original Insurance Policies evidencing such coverage and showing all such coverage in fuf1 force and effect as of the date of recordation of the Deed of Trust, or (ii) a binder outlining all such coverages, together with the forms of all applicable Insurance Policies and endorsements and evidence that the annual premiums have been paid in full. Following recordation of the Deed of Trust, Borrower shall provide Lender with: (iii) the original Insurance Policies, or, if Lender agrees, copies of such Insurance Policies, and receipts evidencing the payment of all premiums for these policies, no later than ten (10) days following demand therefor by Lender; and (iv) the binders and/or certificates which evidence the renewals of all of these policies at least thirty (30) days before their expiration date. o. Fo=losurc of P=d of1rust. In the event of foreclosure of the Deed of Trust, or other transfer of title to the Property in satisfaction of the indebtedness secured by the Deed of Trust, all right, title and interest of Borrower in and to these policies, and all proceeds payable under these policies, shall vest in the transferee of the Property. P. 1!2MQw,t's F�luM to Procure or Maintain Insurance. If Borrower fails to procure or maintain any policy or policies of insurance required by Lender or by the Deed of Trust, Lender may, but shall not be obligated to, procure any such policy or policies of insurance and, in such event, Borrower shall promptly reimburse Lender for the cost of any such policy or policies, plus interest at a rate per annum equal to the lesser of (i) four percentage (4%)points over the Annual Rate, as set forth in the Note, per annum, or (ii) the maximum rate per year allowed by applicable law. Borrower's obligation to reimburse Lender shall be secured by the Deed of Trust. . q. No SM=tt In5M=e. Borrower shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder RTC CaliromiA office Rider Pate 7 Rider 10 Deed of?tort (Caliromia Rut Propertiu) SORROVPFA'S L�tRIAIs Prcyarod July 3,1993 * ' unless Lender is included thereon under a standard non-contributory mortgagee clause acceptable to Lender. Borrower shall immediately notify Lender whenever any such separate insurance is taken out and shall promptly deliver to Lender the original policy or policies of such insurance. In the event of a foreclosure sale, all interest in all such separate Insurance Policies in force shall pass to Lender, transferee or purchaser, as the cause may be, and Borrower agrees to cooperate with-Lender to effect a prompt and orderly transfer of all such policies. 8. CONTESTING.PROPERTY TAXES. Borrower may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any all general, special, supplemental and any other taxes and assessments against the Property, and all other bonds, liens, fees or charges which are collected in the same manner as real property taxes against the Property (the "Taxes"), so long as the contest is diligently pursued. Pending the contest, Borrower shall not be deemed in default under the Deed of Trust by reason of nonpayment of the contested Taxes, if: a. Borrower promptly notifies Lender of Borrower's intention to contest such Taxes and Lender determines, in its reasonable opinion, that the non-payment of such Taxes, pending the resolution of Borrower's contest, will not result in the loss, forfeiture or diminution in value of the Property or any interest of Lender in the Property; b. Before the asserted Taxes becomes delinquent, Borrower establishes an irrevocable escrow account with an escrow agent satisfactory to Lender, with escrow instructions satisfactory to Lender, and deposits in said escrow an amount sufficient to satisfy the tax, in the amount originally assessed, and any interest, costs and penalties; C. Borrower promptly pays any amount adjudged by a court or administrative body of competent jurisdiction to be due, including all interest, costs and penalties, after the judgment becomes final; and d. Any such contest shall be concluded and such Taxes, interest, costs and penalties shall be paid prior to the date on which, under applicable law, the Property may be sold. 9. FD . Without in any way limiting the generality of the Deed of Trust, but with reference to Paragraphs 5 and 11 thereof, Borrower hereby assigns, transfers and sets over to Lender all proceeds from any insurance award related to the Property, any condemnation award related to the Property and any claim for damages to the Property based upon the exercise of the powers of eminent domain or condemnation or based upon a casualty or hazard Ioss to the Property. In addition to Lender's right to hold the insurance proceeds pursuant to Paragraph 5, Lender shall have the right (exercisable in Lender's sole and absolute discretion) to hold and disburse any such condemnation proceeds in the same manner and under the same conditions as set forth in Paragraph 5 (lines 147 through 171 inclusive)in connection with any restoration or repair following the condemnation or taldng; and Lender shall have the right to deposit any such insurance or condemnation proceeds held with a third party escrow or trust company (the"Disbursing Party") for disbursement and to pay a reasonable charge for such Disbursing Parry's services. Any surplus insurance or RTC C4UOFnia 011ica Rid"rase i Rider u flood of Tout -14 (GUmiia Real Properties) BORRO%UVS LNTMM Prepamd July 3,1993 condemnation proceeds (remaining after payment of all costs of repair and restoration and all charges payable to any Disbursing Party) shall, at the sole option of Lender, be applied to the amounts owing under the Note and the Deed of Trust. No interest shall be allowed to Borrower on account of any such insurance or condemnation proceeds held by Lender or the Disbursing Party. Such proceeds held by the Disbursing Parry or Lender need not be kept separate and apart from any other funds of the Disbursing Party or Lender, as the case may be. Lender shall not be held responsible for any failure to collect any condemnation or insurance proceeds regardless of the cause of such failure or for any use by Borrower of such proceeds as Lender may pay over to Borrower. 10. MAL PAYLTNT OF FUNDS FOR IMPOSITIONS. Without limiting the generality of the Deed of Trust, and with reference to Paragraph 2 of the Deed of Trust, in addition to the Funds deposit made with each regular installment, Borrower shall also make the following initial deposit of Funds, no later than the date of recordation of the Deed of Trust, to Lender, equal to an amount which, when added to Borrower's regular payment of Funds pursuant to the Deed of Trust will ensure an account balance sufficient to satisfy the = due payment of the Impositions at least thirty (30) days before payment of each such amount is due. 11. MECHANICS'LIENS. With reference to Paragraph Q (lines 116 and 117) of the Deed of Trust, Borrower shall have the right to contest in good faith any such claim or demand, for labor and materials supplied, so long as.Borrower does so diligently and without prejudice to Lender. If Borrower contests any such claim or demand, then Borrower shall, upon Lender's request, promptly provide a bond, cash deposit or other security reasonably satisfactory to Lender. 12. EIDLIM DQCJa NTATION. Borrower shall, on the request of Lender promptly; a. Correct any defect, error or omission that may be discovered in the Deed of Trust or in the form or contents of any of the other documents connected with the Deed of Trust; and b. Execute, acknowledge, deliver, and record or file such further instruments (including, without limitation, further deeds of trust, security agreements, financing statements, continuation statements and assignments of rents or leases) and do such further acts as may be necessary, desirable or proper to implement the provisions of the immediately preceding subparagraph or to carry out more effectively the purposes of the Promissory Note, the Deed of Trust and any other Loan Documents. 13. W . Borrower, and any person who presently has or subsequently acquires an interest in the Property with actual or constructive notice of the Deed of Trust, waive any and all rights under Sections 2899 and 3433 of the Cali fomia;Civil_Qode or other applicable statute or common law rule to require a marshaling of assets upon Lender's exercise of its remedies provided by the Deed of Trust; Lender, in its sole discretion, shall be entitled to determine the order in which the Property shall be subjected to the remedies provided by the Deed of Trust. RTC C"oroia OIT" r J'age 4 kid"io Deed of?nut (California RW Prop"ties) BORROWER'S LSMAL.S Pmued July 3.M �14. FIXTiJRE The Deed of Trust constitutes, and shall be deemed, a fixture filing under Section 9313 and Section 9402(5)of the California Commercial Code and for all purposes of California law. 15. DEFAULTS. Without limiting the generality of the terms and provisions of the Deed of Trust, at bender's option (but without obligation to exercise such right), and regardless of any prior forbearance by Lender, the terms "default" and "breach` for all purposes of the Deed of Trust (including without limitation, Paragraph 29 of the Deed of Trust) and for all purposes of this Rider, shall mean and include all of the following events: a. Payments Under this Ngtg. Borrower's failure to pay any regular monthly installment payment or any other payment due under this Note or any other Loan Document, on or before such payment's due date. b: nn-monej= Obligalignsh . Borrower's failure to duly observe or perform any covenant or obligation imposed on Borrower pursuant to the terms of the Note, other than the payment of money; pervaded, w v , that if any such default is reasonably susceptible to cure, Borrower shall be entitled to a grace period of thirty (30) days following Lender's delivery of written notice of such default in which Borrower shall cure such default;further provided, howCve , that if such curable default reasonably requires more than thirty(30)days to cure, and Borrower has promptly commenced cure of-such default within the thirty (30)day grace period and thereafter uses reasonable and continuous diligence to cure such default, then the thirty (30) day period shall be reasonably extended, but not to exceed sixty (60) days, unless otherwise agreed in writing by Lender. C. 12 auit Undo;Deed of Trust or Loan 12mumuts. The occurrence of a default or breach under the Deed of Trust or any Loan Document; provided, how eve , that if any such default is reasonably susceptible to cure, Borrower shall be entitled to a grad period of thirty (30) days following Lender's delivery of written notice of such default in which Borrower shall cure such default; fijrthe provided, hgweve , that if such curable default reasonably requires more than thirty (30) days to cure, and Borrower has promptly commenced cure of such default within the thirty (30) day grace period and thereafter uses reasonable and continuous diligence to cure such default, then the thirty (30) day period shall be reasonably extended, but not to exceed sixty (60) days, unless otherwise agreed in writing by Lender. d. Mis=resentation. The discovery by Lender that (i) any representation or warranty given in the Note or in any Loan Document; and/or (ii) any information or documents (including without limitation, the loan application and financial statements) given to Lender by Borrower (and/or any guarantor, endorser, or surety (each, a"Surety") of the Note) as an inducement for Lender to extend the credit represented by the Note; and/or (iii) any representation or warranty given in the Purchase and Sale Agreement for the Property (or the Seller Financing Addendum attached thereto) is false or misleading or RTC California Otr= Prse l0 Rider b DcW of?rust (California 9-1 rrwatiea) BORROWER'S LNMAL9 P"ard July 3.1993 inaccurate in any material respect, as of the date such representation, warranty, information or documents (as the case may be) were made or given. e. lnwlv_tnc.Y. The occurrence of any of the following events: i. If Borrower or any Surety shall make an assignment for the benefit of creditors, of any or all of Borrower's or such Surety's assets; including without limitation, all or any part of the Property; ii. If a custodian, trustee, receiver, or agent is appointed for, or takes possession of any or all of the property of, Borrower or any Surety; including without limitation, all or any part of the Property; iii. If Borrower or any Surety becomes "insolvent" as that term is defined in Section 101(32) of Title 11 of the United States Code (the "Bankruptcy Code"); iv. If Borrower or any Surety is unable to meet its respective debts as such debts mature, or does or fails to do anything that allows Borrower's or such Surety's various obligations (as the case may be) to become due before their stated maturity; v. If Borrower or any Surety shall (1) file a petition with the Bankruptcy Court under the Bankruptcy Code or (2) otherwise file any petition, or apply to any tribunal, for appointment of a custodian, trustee,receiver, or agent of Borrower or of such Surety, or (3) commence any proceeding related to Borrower or such Surety under any bankruptcy, reorganization, arrangement, insolvency, debt readjustment, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; vi. If any petition is filed against Borrower or any Surety under the Bankruptcy Code and either (1) the Bankruptcy Court orders relief against Borrower or such Surety under any chapter of Bankruptcy Code or (2) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; vii. If any petition or application of the type described in Section IO.d.vi is Bled against Borrower or any Surety, and either (1) Borrower or such Surety, by any act, indicates Borrower's or such Surety's approval thereof, consent thereto or acquiescence therein (as the case may be), or (2) an order is entered appointing any such custodian, trustee, receiver or agent, adjudicating Borrower or such Surety bankrupt or insolvent, or approving such petition or application in any such proceeding, and any such order remains in effect for more than thirty (30) days; vm. If a notice of lien, levy or assessment (other than those expressly permitted under the Note or the Loan Documents) is filed of record with respect to any or all of Borrower's assets or any Surety's assets, including without limitation, the Property, by the United States Government, or any department, agency or instrumentality thereof, or RTC California Of" Rider?Me 1 l Ride to Deed of Tm4 (California Rcal prop"6") EORROWER'8 rTnAL3 Pm" 3.1993 by any state, county, municipal or other governmental agency, or if any taxes or debts owing at any time hereafter to any one or more of such entities become a lien (except as expressly permitted by the Note or the Loan Documents), whether inchoate or otherwise, upon any or all of Borrower's assets or arty Surety's assets, including without limitation, all or any part of the Property, and the same is not paid on or before the date due. ix. If any or all of Borrower's assets or any Surety's assets (including without Imitation, all or any part of the Property), is attached, seized, executed upon, or subjected to a writ of possession or distress warrant, or are otherwise levied upon, and the same is not released, discharged or bonded against within fifteen (30) days of the seizure, execution, attachment or levy. Notwithstanding any other provision of the Deed of Trust to the contrary, the terms "Loan Document" or "Loan Documents" do not include any RTC Guaranty of Payment and Performance or any rider thereto, any RTC Assignment of Leases, Rents, and Profits or any rider thereto, or any Environmental Indemnity. 16. REMED Without in any way limiting the generality of the Deed of Trust or this Rider, upon default under, or breach of, the Deed of Trust, Lender shall have the following rights: a. the right to obtain a court order to enforce Lender's right to enter and inspect the Property pursuant to Section 2929.5 of the California Civil Code; b. the right to have a receiver appointed pursuant to Section 564 of the California Code of Civil Procedure to enforce Lender's right to enter and to inspect the Property; C. the right to commence and maintain an action or actions in any court of competent jurisdiction for breach of contract pursuant to Section 726.5 and/or Section 736 of the California Code of_Civil Prod. d. the right to seek an attachment order pursuant to Section 483.010 of the California Code gf Civil Procedure. e. to the extent permitted by Division 9 of the California,Commercial Code, the right to retain any item of personal property in satisfaction of Borrower's obligations under the Note. f. the right to foreclose on any personal property in the manner provided by Division 9 of the Uibmia Cgmmercial e. and apply the proceeds of any such foreclosure sale and exercise any of the other rights and remedies pursuant to such provisions. RTC C&Uoea;a Ofr" Ridev Page 12 Rader 10 Deed of TMK (Caumlia Real hapet ) BORROWER'S MM S Pmp"July].1999 g. the rights under Section 9501(4) of the_Qlifornia Commercial Code to conduct separate foreclosures, or a "unified" foreclosure, of some or all of its "mixed" real and personal property security. 17. POWER OF ATTQRNEY. To the extent that Lender is appointed the Attorney-in-Fact of and for Borrower or is granted a Power of Attorney to act on behalf of Borrower for any purpose, under the Deed of Trust, the Note or any other Loan Document, such appointment as Attorney-in-Fact and such. Power of Attorney shall be, and.shall be deemed to be, coupled with an interest and irrevocable. Borrower agrees to provide such other and further documentation, and-to perform such other acts, as may be appropriate or necessary to effect or perfect such appointment as Attorney-in-Fact or such Power of Attorney. 18. . Time is of the essence with respect to the performance of all obligations created by the Deed of Trust. 19. CHARGE EQR STATEMENT. Borrower agrees to pay Lender a reasonable charge for providing any statement of the unpaid balance or the status of the obligations secured by the Deed of Trust. 20. L1MIT ON MAB . Neither Lender nor any Disbursing Party shall be liable for any act or omission taken in good faith but only for its gross negligence or wilful misconduct. 21. AMMANCE BY IMUSTE . Trustee accepts this Trust when the Deed of Trust, duly executed a_ad acknowledged, is made a public record as provided by law. RTC O it"M"Office Rids Tajo 13 Rider to Deed of Tria (Cali Wo A Rcd Pt Mp M) BORROWER'S L1MAU P"wed J*3.IM EKWIT "B" IANGTBLE PEREMALYROPER11 Borrower hereby grants to Secured Party a security interest in all equipment, machinery, futures, goods, furnishings, accounts, general intangibles, documents, instruments and chattel paper, and all other personal property of every kind and description, whether now existing or hereafter acquired, now or at any time hereafter attached to, erected upon, situated in or upon, forming a part of, appurtenant to, used or useful in the construction or operation of or in connection with, or arising from the use or enjoyment of all or any portion of, or from any lease or agreement pertaining to, the real property or interests therein located in the County of Orange, State of California, as more particularly described in Exhibit "A" and made a part hereof(the "Land% including without limitation: All fixtures now or hereafter affixed to the Real Property, including all building, structures and improvements of every kind and description now or hereafter erected or placed thereon and any and all machinery, motors, elevators, escalators, boilers, equipment ('including, without limitation, all equipment for the generation or distribution of air, water, heat, electricity, light, fuel or refrigeration or for ventilating or air conditioning purposes or for sanitary or drainage purposes or for the removal of dust, refuse or garbage), partitions, appliances, furniture, furnishings, building service equipment, building materials, supplies, ranges, refrigerators, cabinets,laundry equipment,hotel,kitchen and restaurant equipment,lighting fixtures,plumbing fixtures, computers and software, radios, televisions, awnings, window shades, venetian blinds, drapes and drapery rods and brackets, screens,' carpeting and outer floor coverings, lobby furnishings, games and recreational and swimming pool equipment, incinerators and other property of every kind and description now or hereafter placed, attached, affixed or installed in such buildings, structures, or improvements. RTC California office Rider Pqa 14 Rider io Dad of T" (Cdifo mia Red Pmpertiea) DORROWFR'8 V=AIs — PM%red July 3.IM EXHIBIT "C" LEASES. LEASE-DEPOSITS ANDSUARANTIES Apt No., Suite Tenant's Name Approx. Current Lease Lease Current Lease Security No. or Address Size Gross Com- Expiration Option Period Deposit (Square Monthly mencement Date Amount ($) Feet) Rent ($) Date #F Annie's Nail 875 $1,268.75 12-16-1991 1996 $1,229.60 G Montgomery Jewelers 865 $1,254.25 06-06-1992 2002 $1,254.25 #H Huntington National 1981 $3,169.60 12-13-1991 1996 $3,369.20 RTC C+J gm"Ofr" Pia is R"a to D=d of Tr" (Cali mia R-W prw"0) BORROWXWS INrrLUA Px awd July 3, 1"1 EXIMIT ND" Borrower hereby grants to Secured Party a security interest in and to all items of intangible personal property used in connection with the ownership, operation, management and leasing of the Property, including the following items: 1. All fees, income,rents,royalties, revenue,issues, profits, receipts, earnings,proceeds and other benefits from any and all of the Property including,without limitation,rights to all deposits from purchasers or tenants of single or multi-family residences, commercial or office buildings now or hereafter constructed upon the premises, sale of club memberships relating to the use or enjoyment of all or a portion of the Property,accounts receivable, accounts receivable generated by the use and occupancy of the Property and the operation of all business located on the Property, including any accounts receivable, credit card receipts, room revenues and user fees regardless of source or the manner paid, and including all other and additional amounts paid or to be paid by any hotel, restaurant or bar patrons of the Property for any goods, services or benefits which are provided at the Property, deposit accounts, chattel paper, notes, drafts, contract rights, instruments, general intangibles and principal, interest and payments due on account of goods sold, single or multi-family residence, commercial or office buildings sold or leased, services rendered, loans made or credit extended, together with title or interest in all documents evidencing or securing the same; 2. All deposits made with or other security given to utility companies by Borrower with respect to the Property and the Improvements thereon, and all advance payments of insurance premiums made by Borrower with respect thereto and all claims or demands relating to such deposits, other security and/or such insurance; 3. All damages, royalties and revenue of every kind, nature and description whatsoever that Borrower may be entitled to receive, either before or after any default hereunder, from any person or entity owning or having or hereafter acquiring a right to the oil, gas or mineral rights and reservations of the Real Property; 4. All proceeds and claims arising on account of any damage to or taking of the Real Property or the Improvements thereon or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of the Real Property or the Improvements; S., All licenses (including,but not limited to, any operating licenses or similar licenses), contracts, management contracts or agreements, franchise agreements, permits, authorities or certificates required or used in connection with the ownership of, or the operation or maintenance of, the Property and/or Improvements; 6. All governmental permits relating to construction, all names under or by which the Property or the Improvements may at any time be operated or known, and all rights to carry on business RTC California Office RftPags 16 hider to D*W of Tit (cat_%ii Rees P'rMU-C s) BORROWER'S L*1I7IArS Prepared July].M under any such names or any variant thereof, and all trademarks, trade names, patents, patents pending and goodwill; 7. All water stock relating to the Real Property, shares of stock or other evidence of ownership of any part of the Real Property that is owned by Borrower in common with others, and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Real Property; 8. All plans and specifications prepared for construction of the Improvements and all. studies, data and drawings related thereto; and also all contracts and agreements of Borrower relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of the Improvements; 9. All sales agreements, deposit receipts, escrow agreements and other ancillary documents and agreements entered into with respect to the sale to any purchasers of any part of the Real Property or any buildings or structures on the Real Property, together with all deposits and other proceeds of the sale thereof; 10. All replacements, repairs and substitutions of, and accessions and additions to, any of the foregoing; 11. All proceeds of any of the foregoing, including, without limitation, proceeds of any voluntary or involuntary disposition or claim respecting any thereof(pursuant to judgment, condemnation award or otherwise) and all goods, documents, general intangibles, chattel paper and accounts, wherever located, acquired with cash proceeds of any of the foregoing or proceeds thereof; 12. Borrower's rights under all insurance policies covering the Property or any of the aforesaid collateral, and all proceeds, loss payments and premium refunds payable regarding the same; 13. All reserves, deferred payments, deposits, refunds, cost savings and payments of any kind relating to the construction of any Improvements on the Property; 14. All causes of action, claims, compensation and recoveries for any damage to or condemnation or taldng of the Property or the aforesaid collateral, or for any loss or diminution in value of the Property or the aforesaid collateral; and 15. All architectural, structural, mechanical, and engineering plans and specifications prepared for construction of improvements or extraction of minerals or gravel from the Property and all studies, data and drawings related thereto; and also all contracts and agreements of Borrower relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings or to the construction of improvements on or extraction of minerals or gravel from the Property. RTC CWomia Ofr" Rivet a 17 Rich to Deed d?n+u (Cali mia Red Piopa6cs) BORROWER'S LNnIAIS Prepared July 3,IM r •! r RECORDING REQUESTED BY AND ) WHEN RECORDED_MAIL T0: RECE►)Ep c i r r Cep ze, QUAN, COHEN, KURAHAS111t YANG,HURrrNGrctt a ���t.CAI-IF. SCHOLTZ & HIItANO ►.ErY D OC # 94 0639110 f3910 JULA Professional Law Corporation 19 � �5 f� '�� 01-�-NOV--199 . 08.04 fib. Attorneys At Law ) Recorded in 0`,ficiil Record. 777 South Figueroa Street, 38th Floor ) of Branse County, California Los Angeles, California 90417-2513 ) lee 4, B-rand•, CGurity R_card_. Fig? 1 of 5 FEeS: 3 «.Ov Attention. Richard 1.nng, Esq. } Tax: i G,O PECO.-.7-t!; PEQt1ESTED BY; ) CO;ri:%;C:;V1E:lLTH LAND TITLE fSpom Above"Line rot Reooidcesu%el rc ASSIGnIENT OF DEED OF TRUST AND ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND RIDER TO DEED OF TRUST (Pursuant to Real Estate Loan Participation Agreement] L J Jnstnlctions to f4untr Recorder's Officl: This is an instrument assigning and transferring the Deed of Trust referenced herein,which has been or is concurrent- ly being recorded,from the named Beneridary to the designated Assignee named herein. Therefore, this instrument should be Index as a security instrument affecting the particular real property and personalty described therein and as an assignment and transfer or such security instrument, and be recorded amongst those instruments constituting liens against such property. FOR VALUABLE CONSIDERATION, the adequacy and receipt of which are hereby acknowledged, the undersigned,the named Beneficiary under that certain Deed of Trust and AssignmCnt gr Runts end Security Agreemcnt and Ridcr to Deed or ast(collectively, "Deed of Trust'), dated October 29 , 1994, and executed by 501 Main. Inc., as Trustor, in favor of Cpmmonwealth Land Title Company, as Trustee, for the bmefit of Charter Service Corporation. a Wholly-O mt=d Subsidiary of the—Resolution Trust_ Corporation aS Fcceiver-for-ChanqSavings-Bank, as Beneficiary, and which Deed of Trust has already been or is concurrently being recorded as Instrument No. (on October , 1994), as ASSIGNOR and TRANSFEROR ("Assignor*) hereby assigns and transfers its rights and interests in the Deed of Trust—the latter securing a Loan from Beneficiary to Trustor being held pursuant to that certain Real-Estate Loan Participation Agreement ("LPA"), dated October , 1994, bemven Beneficiary as the participant-lender ("Participant") thereunder, and the Redevelppment AgCna of Cily of Huntington Reach, as the agency-tender thereunder ("Agent") — unto the undersigned Redevelopment Agency of the City or Huntington Beach as ASSIGNEE and TRANSFEREE ("Assignee"), in and to be held through its capacity as Agent and the agent-lender under and by virtue of the LPA. !1 !1 ASSIGNNIEI`"r of RTC Deed or Trust Page 1 [Print Date: October 19,19941 • TOGETIIER WITH: the promissory note or notes and rider(s),addendum(s)and/or modifieation(s) thereto, the monies and other sums due or to become due thereon with interest and other charges specified therein, and all rights and interests accrued or to become accrued thereunder, all as described and referenced in the Deed of Trust and related Loan documents. The foregoing assignment/transfer is made in accordance with and subject to the terms and conditions of the LPA and is further governed by the provisions of that certain Agreement for Assignment and Transfer of Interests, of even date herewith, entered into between Beneficiary/Assignor (as Participant) and Agent/Assignee. By its signature below, Assignee has acknowledged its agreement to and acceptance of this Assignment and the terms and conditions applicable hereto. This Assignment, the Deed of Trust and the LPA pertain to the real property more particularly described in the Deed of Trust and set forth in Exhibit "A", attached hereto and incorporated herein by reference. Da-ed: October 28 , 1994 AssignorMeneficiary: - CHARTER SERVICE CORPORATION A California Corporation By: Name: r•-ya•, Title: Arknowledemtnt-ar:a Acceptance: 'This Assignment of Deed of Trust is hereby agreed to and accepted as of the date set forth above. AssignttJAgc t: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACII A Municipal Corporation and Body Politic By: MICHAEL UBERUAGA 6141 Executive Director ASSIGNIMNT of RTC Deed or Trust Page Z tmt Mir- ock&"0.19941 y Acknowledement AlSignor[Beng iciarl: State of California ) ) ss. County of Orange ) On October 2.S't;`I994, before me, the undersigned notary public, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be �personose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in hismer authorized capacity, and that by his/her signature on the instrument the person,or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. �. ELWEIH fl•Rf� Notary blic .'�► t1a1Cry PongC cort7do A, 4Lby Comm.Expkei FE3 21.1C98 ASSIGNMENT of RTC Deed or Trust Page 3 (Fria Dreea October 19.IMI kn wl logment Assienee/Ment: State of California ) ss. County of Orange ) On October , 2994, before me, the undersigned notary public, personally appeared MICHAEL UBERUAGA, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. OFFICIAL NOTARY SEALOtary�13�11C r { •S`° LAURA A_NC LSCN I _car Z `•' "7 ORANGE CCUN'11! ~:... M,Comm.Exp"JUL 03-IMS ASSIGNM4T or RTC Deed of Trust Page 4 [Phut Dun: Oc""19.19941 EXHIBIT "A" LEGAL DESCRIPTION OF THE REAL PROPERTY Legal DescrIption PARCEL A: Lot 2 of Tract No. 14122, in the City of Huntington Beach, as shown on a reap recorded in book 656, page(s) 11 and 12, of Miscellaneous Maps, in the office of the Orange County Recorder. EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth shown below, but with no right of surface entry, as provided in deeds of record Depth: 500 feet PARCEL B: Non-exclusive appurtenant easements for vehicular and pedestrian traffic over all private streets and walkways within Tract No. 14122, as set forth in the Master Declaration of Covenants, Conditions and Restrictions and Reservation of Easements for Town Square recorded July 26, 1989, as Instrument No. 89-395282, official Records. PARCEL C: Non-exclusive easements for vehicular and pedestrian access, ingress, egress, use and enjoyment in, to and over the "Access Area" as shown on Exhibit "B" attached to the Agreement ]recorded June 14, 1990, as Instrument No. 90-316351, Official Records. PARCEL D: An exclusive easement(s) for vehicular and pedestrian access, ingress, egress, use and enjoyment 'in,, to and over the "Parking Area" as shown on Exhibit "B" attached to the Agreement recorded June 14, 1990, as Instrument No. 90-316351, Official Records. RECEP4CITY U O- RAIMARK / MIGJOINT VENTURE CITY Jr AIL 1� � ' ' r AT �Jr3 2 �(� 9� , � A UPS 2-DAY DELIVER December 28, 1994 LAI* F, rN, 003 g VI Air. Lyle Shapland oh�ro - ` �- Midland Loan Servicesr' 210 W. 10th Street 1 h t y%� � �Q� `• Kansas City, MO 64105 r~J RE: Mortgage Loan Secured by Town Square Retail --�-- 501 Main Street, Hungtington Beach, CA (the "Property") REOMS # 703256505 LURF # CMA-94-0030 Dear Lyle: In connection with the above-referenced new loan,enclosed are the remaining original document for the referenced property. You will recall that copies of the initial closing documents were sent to you with my letter dated November 8, 1994. The original Closing Binder was forwarded to you on November 22, 1994. To acknowledge receipt of the above-referenced documents, please complete the enclosed acknowledgement and mail or fax it to me. PIease do not hesitate to call me if you have any question concerning this matter. Sincerely, Tamara nandez Underwriting Dept. Enclosures cc: Steven H. Smith, RTC (w/o encs.) Melinda Magee, RTC Negotiator (w/o encs.) Charles J. Sipple, Midland (w/o encs.) 1 v of' ONE CLE:IRLAKE C>F xTER 300 RIVER PLACE 250 AuSrR.WA\AVENUE Sot-ni SUITE 2050 SME 400 DETROIT, I111cmc,,vN 48207 IVESr PAL.it BE,crr, MDruD,%33101 TELf:r'w)NE: (313)259-0479 TELEPIIoNE: (407)820-1336 Ei x: (313)250-60-19 F,tx: (40,")8204337 11FLEIvEL (Tr - OUAN COHEN KURAHASHI YANG SCHOLTZ 6 HIRANO A PROFESSIONAL CORPORATION NUhT(Ir f ATTORNEYS AT LAW �- RICHAtk�o K AN` j� 777 SOUTH FIGUEROA STREET FACSIMILE (213� 892 7567 K EN MHR P�FCHOIb�24 f ty� THIRTY EIGHTH FLOOR ARTHUR D COHEN LOS ANGELES CALIFORNIA 90017 2513 1 EILEEN KURAHASHI RICHARD P YANG TELEPHONE (213) 892 7SSO RONALD M HIRANO ELAINE J FONG -r - w-r w ►w s-w--^w-0.0.�`y N REPLY REFER TO December 21, 1994 #12177 Ms Mercedes C Morelia GRAIMARK/MIG Joint Venture One Clearlake Centre, Suite 400 250 Australian Avenue Soutl- West Palm Beach Florida 33401 Re 501 Main, Inc Property Address 501 Main Street, Huntington Beach CA 92648 Dear Ms Morelia We have enclosed the Updated Closing Report with Items 20 (at page 3) and 37 (at page 4) duly completed Also enclosed are the UCC-1 Financing Statement, showing a filing date of November 21, 1994, with File No 94-34160606 and the original of the Unanimous Written Consent of the Directors of Charter Service Corporation Please insert these two documents into the binder we provided previously, under Tab Nos 20 and 37 respective]} If you have any questions, please do not hesitate to let us know Very truly yours QUAN, COHEN KURAHASHI, YANG SCHOLTZ & HIRANO A Professional Corporation ,17 U HAR, D P YA G / Encl ` Ids For filing with the Califcrnia Secretary of Statcc This FINANCING STATEMENT is presented for filing and will remain effective,with certain exceptions. ' To- five years from the date of filing, pursuant to Section 9403 of the California Uniform Commercial Code. t. DZdjCW- ILAST NAME PIMSTI--IF All 16401VIouALf IA. pC1AL{[CY111Yr 01!/[D[IIAL►At MO. ' 301 •:'LAIN, INC. 95-4469440, Is. MAIL140ADDRESS C/o shacul J. Levy 1C. CITT.SLAT[ IO. YIICOD[ 100 t:ilshire Blvd., Suite 1230 Santa Monica, CA 90401 2. ADDITIONAL DEBTOR Clip Asir) (LAST NAME F9ft0V—IF An IMOIvIWAL) 2A. [Oe IAL 1WCUAITT oR FtW■.L TAX MO. 2e. MAILING AODRESS RC- CITT.STATE 20. zoo-coot S. ORSTOVO TMAOE MAMCS ON S"LES tlr A"TI 2A. rEO["AL TAX NUMs[N 4- SWUIR1<DI'ARTY /4A. NKPAL 59C9:11 TT nD.011111CsAL sat ra I IIArE 4Cl011t'i'= SSRVIC$ CORPCD1tt,TIOM ON Mr[rr.wT,T Ars A•A NO. c/o Midland Loan Services 210 W. 10th Street, P o. Box 419158 OTT Kansas C ty STATE H ssouri sfrcoo[ 64141 S. ASS(G##ZZ CW S]ECOREDPAW" NF AUTI - � _ SA- soerAa uerrerr.ro.ieerAaa ru w Do BEEN T\."11T Ally A a A.r" ftwME YAILIN AOORRfA STATE - � � &Be COD[ - e. TFIis FINANGNG STATEMENT covers the following types or items of property (include description of real property on which located and owner of record when required by Instruction 41. lee Bxhibita "A" and "B" attached hereto. c w I T e) rn rtUm� N s� en 111 7 v r CO C.J"1 7R. DEBTOR IS) SIGNATURE NOT RROUIRED IN ACCORDANCE WITH 7. cuccit © 1 INSTRUCTION S ") ITEM: IrAFItICasLE 1 7A. x Aff At$* OCOriRfr.OATTMAI 1 �(t) (21 �(3) �(4) I 1 a. CRtCE = X IF AF/IICAEIA 1 DEBTOR IS A'TRANSMITTING UTILITY- IN ACC-MOANCR WITH UCC t BIOS (1)(r) 1 0. I GAT[. *0. THi �� E ppI1�� S �ppFF rl ING OFFICER 10. SO3. HAIV, INC. Ifl/23/S14 r ADND LINGOFFF[ f1t) sISIIA7URI(s) even, 9434160606 �� , ice-President . :ORFR�RMMKI,IOFIiEO7ORIsl .- 2 CM;JtTM 8MVI CE CORPORATION a I %"MATum Cal,Opp swulm 1PAINTY1Iasi 4 jpl�olTitle: M RINI 11.R~11 Copy to: 7 �•- FILED t 1t QMW COSSN, XURAMASHr, YANG, SCBQ��i•� e i SACRAMENTO, CA a Nf RAp© ��`�(�^^� �KL�� NOV 21 , 1994 AT I S29 777 S. Figueroa Street ��?'Z ��� s 1 61TY Los Angolss, CA 901 �A60 95�16 GA p TONY MILLER, ACTING �A� Attest Richard P. Yu999 v itEti���' SECRETARY OF STATE ZIP CODE I- ��. _� � I F.4ng of Kr-i "W%,.d so..we f.lo, y bw dwe o..d how of l mOv Md nwwn fp,he app.MM• . III F UNO OMM COPY•ACxNOwL9XWW FORM UCC.{ AppFelyd by the s."Ota y of Smre 30 RECEIVED RESOLUTIONS OF THE BOARD OF DIRECTORS CITY CLERr. c�tY 4F of $fU%TfKCT,.h 2E4CH.C4 1F. r Ja Is q 51 Fib 195 501 Main, Inc. PATE OF MEETING: 1 o a G , 1994 Pursuant to the authority set forth in Section 307 of the California Corporations Code and the Bylaws of 01 U' MAIN, NC., a California corporation (the "Corporation"), the undersigned,being a quorum of the Board of Directors of the Corporation,held a meeting on the date set forth above, after due and proper notice, and did there adopt the following preamble and resolutions: R F , AGREENW-NT WHEREAS, it is deemed to be in the best interests of the Corporation to enter into that certain Purchase and Sale Agreement and Joint Escrow Instructions (the "Purchase Agreement") between the Corporation, as buyer, and CHARTER SERVICE CORPORATION, a California Corporation, a Wholly-O-*med Subsidiary of the Resolution Trust Corporation,as Receiver for Charter Savings Bank, as seller ("Seller"), a copy of which has been presented to and reviewed by the Board of Directors of the Corporation; NOW,THEREFORE, BE IT RESOLVED,that the Purchase Agreement, in substantially the form presented to and reviewed by the Board of Directors of the Corporation, and the documents and u,r transactions contemplated thereby and related thereto, and the performance of the obligations of the Corporation contemplated thereunder be, and each of them hereby is, confirmed and approved; RESOLVED, FURTHER, that the President, any Vice President, the Secretary or the Treasurer of the Corporation (the "Authorized Officers") be, and each of them hereby is, authorized and directed to execute and deliver on behalf of the Corporation the Purchase Agreement and such other documents contemplated by or related thereto, and to make such changes therein or amendments thereto as said officer or officers deem necessary or appropriate, the making of any such change or amendment constituting conclusive evidence of the authority of such officer to do so; and RESOLVED, FURTHER, that the Authorized Officers be, and each one of them hereby is, authorized and directed to execute, deliver, record and/or file all documents and instruments and to do all other acts that may be required or may be appropriate to carry out and perform the Purchase Agreement and the transactions contemplated thereby. w AUTHORIZATION OF BORROWING WHEREAS, it is deemed to be in the best interests of the Corporation to accept seller financing of the purchase of the certain real property described in the Purchase Agreement, in an amount not to exceed E! hg t Hundred lbousand and No/100 Dollars (SSW , from Seller, that the Corporation should accept such seller financing on the terms and conditions set forth in that certain Seller 40 Financing Addendum to the Purchase Agreement,the note, the deed of trust, and certain other seller Cauloroia seaadard form Board Rcwha w Prep"July 7.IM 1 Mr► r financing and closing documents, the form of each of which has been presented to and reviewed by all of the general partners of the Corporation; NOW$ THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the note, the r deed of trust,and certain other seller financing and closing documents,and transactions contemplated thereby and related thereto, and the performance of the obligations of the Corporation contemplated thereunder be, and each of them hereby is, confirmed, ratified and approved. RESOLVED, FURTHER, that the Authorized Officers be, and each of them hereby is, authorized and directed to execute and deliver on behalf of the Corporation the Seller Financing Addendum to "o the Purchase Agreement and the note,the deed of trust, and certain other seller financing and closing documents contemplated by or related thereto, and to make such changes therein or amendments thereto as said officer or officers deem necessary or appropriate, the making of any such change or amendment constituting conclusive evidence of the authority of such officer to do so; and 40 RESOLVED, FURTHER, that the Authorized Officers be, and each one of them hereby is, authorized and directed to execute, deliver, record and/or file all documents and instruments and to do all other acts that may be required or may be appropriate to carry out the terms of, and perform under,the Seller Financing Addendum,the note,the deed of trust, and the other seller financing and closing documents and the transactions contemplated thereby. W F.ATIFICATION RESOLVED, that all actions heretofore taken by the Authorized Officers in connection with the transactions contemplated by these resolutions be, and they hereby are, approved, ratified, and �r affirmed in all respects. (-E{S_'ERAL ASUHORIZATION RESOLVED, that the Authorized Officers be, and each one of them hereby is, authorized and directed to execute all documents and to take such action as any of them may deem necessary or advisable in order to carry out fully the intents and purposes of these resolutions. `ERTiFIGA rl OF. An SELLERS RELIANCE ON. THESE RESOLLTI'IONS RESOLVED, that the Secretary of the Corporation be, and he hereby is, authorized to certify and deliver a copy of these resolutions to Setter in connection with the closing of the purchase and sale contemplated by the Purchase Agreement, and that Seller shall be entitled to rely upon these resolutions as full and complete authorization of the Corporation entering into the Purchase Agreement and completing the purchase and safe transaction, and all transactions related thereto, %0 r contemplated pursuant to the terms of the Purchase Agreement. VAO B06A Rewh 6ai+ Pm" 7.1993 2 �r tO CHANCE TO TUSE RF.SOI.UTIONS RESOLVED, that, except upon the giving of at least thirty (30) days advance notice to Seller, the Board of Directors shall neither pass any resolution nor undertake,or permit the undertaking of, any action that shall in any respect amend, modify or alter any of the resolutions set forth in this Consent;and in the event that any action or event beyond the control of the Board of Directors shall occur that shall have the effect of amending, modifying or altering the resolutions set forth in this Consent in any respect,the Board of Directors shall notify Seller of such action or event immediately upon the Board having obtained knowledge thereof, and the Board undertakes to do whatever is within its power to ensure that the resolutions set forth in this Consent are and shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent to Action Taken in Lieu of Meeting, as of the effective date of October 25 , 1994. THE BOARD OF DIRECTORS OF THE CORPORATION �r Chairman of the Board [Name] 4L _- INIarnel [Name] [Name] w� [Name] [Name] W a C&Ucrak Sbadard Form Bond Raoheio" z J*7.tM 3 4w CERTIFICATE OF CORPORATE SECRETARY OF 5011 MINJEC, I, s�a o�.L �f� L being the duly elected and acting Secretary of 501 Main, Inc., a California Corporation (the " orporation"), do hereby state and certify as follows: Attached hereto as Exhibit A is a true and correct copy of the Resolution(s)of the Board of Directors of the Corporation dated as of , 1994. 7be meeting of the Board of Directors was held on such date and the Resolutions set forth in the attached Exhibit A were duly adopted and constitute all resolutions of the Board of Directors with respect to the subject matter .r thereof. Such resolutions and actions have not been amended, annulled or revoked,and they are and continue to be in full force and effect as of the data. of this Certificate. IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation as of 1994. (SEAL] [Signed] Secretary of the Corporation 60 •r� CaMet 6 SmaUM Fwm sue's caar m m Bowd wm . Preyarad July 7,1491 'IYY 3q f RECEIVE] ■rrC�.«� � �� `r .. i' ��9 CITY CLEEMRTC [�G CITY Or RESOLUTION TRUST CORPORATION HUNTINCTC4 34"!!.CRLIF. eejs Rye ring's a Ccmr&d JUL 19 4 51 F11 '95 November 1, 1994 W VIA CERTIFIED AiAIL Annie's Nails 501 Main Street, Suite F 60 Huntington Beach, CA 92648 RE: 501 Main Street-Town Square Retail Suite F Dear Tenant: wr Please be advised that the Property, of which your Premises is a part, has been sold and conveyed to a new owner, effective as of the Closing Date of the transaction, namely November 1, 1994. Please be further advised that the Property records indicate that the landlord is holding One thousand, two hundred twenty-nine and 601100 ($1,229.60)as a security deposit on your lease. This security deposit has been turned over to the new owner who has assumed and is responsible for the performance of all obligations in connection therewith. Please be advised that the October rent, still due, and the Common Area Charges for the months +ri of September 1994(recentiy billed) and October 1994(to be billed in late November) should be made payable'to Charter Servke Corporation and sent to: Subsidiary Accounting - Resolution Trust Corporation 4000 MacArthur Boulevard Newport Beach, California 92660 Attention: Nancy Nassehi- Redstone Plaza Beginning with rental payments due November 1, 1994, please make checks payable to 501 Alain, Inc., the new owners of your premises, and should be sent to: 501 Main, Inc. c/o Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, California 90401 W Attention: Shaoul J. Levy, Vice-President/Secretary Of xe of suhak ary Program rHi"ganart 4000 M+c"w 8o a""d Nswpwt 8wrrh,C&W*f r# $2660-2516 %0 T&%Aone. (7141862-7700 FAX.(714)862-776917770 November 1, 1994 No Page 2 The new owner's telephone number is: 3101458-2002 and the facsimile number is: 310/458-2010, Any further questions or problems with your Lease or the Premises should be directed now to the new owners at the above address and telephone. Sincerely, Randy Herman W/ cc: Melinda Magee KendalI Flagg-Kunert, Esq. wv Richard Yang, Esq. w wr yr rr Ofike of SubsJdary Pwgr+m Manog•mmew 4000 AlocA,dAw Bot4ev&a Nowpon 8nach,CmEAm fs 92660-2516 Telephone: 1714)SS2-7700 FAX 1714)852-776917770 r ti:1��+ R� A.7c RFsacU?roM ?RUST CORPORATION ResoivingThe Crisis Restoring The Confidence November 1, 1994 N'IA CERTIFIED MAIL Montgomery Jewelers 501 Main Street, Suite G Huntington Beach, CA 92648 Attention: Charles Montgomery RE: 501 Atain Street-Town Square Retail Suite G �+ Dear Tenant: Please be advised that the Property, of which your Premises is a part, has been sold and conveyed to a new owner, effective as of the Closing Date of the transaction, namely November 1, 1994. Please be further advised that the Property records indicate that the Iandlord is holding One thousand, two hundred fifty-four and 251100($1,254.25)as a security deposit on your lease. This security deposit has been turned over to the new owner who has assumed and is responsible for the performance of all obligations in connection therewith. Please be advised that the October rent, still due, and the Common Area Charges for the months of September 1994(recently billed) and October 1994(to be billed in late November) should be made payable to Charter Service Corporation and sent to: Subsidiary Accounting ,r Resolution Trust Corporation 4000 MacArthur Boulevard Newport Beach, California 92660 Attention: Nancy Nassehi- Redstone Plaza Beginning with rental payments due November 1, 1994, please make checks payable to 501 Main, Inc., the new owners of your premises, and should be sent to: 501 Main, Inc. clo Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, California 90401 Attention: Shaoul J. Levy, Vice-President/Secretary oft*of subsfai&ry P F&M&FAI y«n«rt ,d040 Af&cAMw Bo&*v&a N+wp"r 8"M C*&W r a 92660-2516 ,� Tskphotw 17741862-7700 FAX.•1714)852-776917770 ' November 1, 1994 rr Page 2 'The new owner's telephone number is: 31Q145 2W, and the facsimile number is: 310/458 2010- Any further questions or problems with your Lease or the Premises should be directed now to the new owners at the above address and telephone. Sincerely, Randy Herman cc: Melinda Magee Kendall Flagg-Kunert, Esq. Richard Yang, Esq. rw w Ohsoe ofSubal myftgram INenagem*7t 4"Aromnhrsr 8aa*var,d Nswporf Beach,CaWortgo 92660-2516 W 7akphone: (714)862-7700 Fax:(714)852-776917770 REC /?7C VN RESOL MON TRUST CORPORATION Resoivtng 71he Crisis 1Zestor1ng 1Me Conrs&nm November 1, 1994 VIA CERTIFIED AiAIL Huntington National Bank 16531 Bolsa Chica Street Huntington Beach, CA 92649 Att;ntion: Mazioa Ong RE: 501 Main Street-Town Square Retail Suite if wr Dear Tenant: Please be advised that the Property, of which your Premises is a part, has been sold and conveyed to a new owner, effective as of the Closing Date of the transaction, namely November I, 1994. ,w Please be further advised that the Property records indicate that the landlord is holding Three thousand, three hundred sixty-nine and 20/100 ($3,369.20) as a security deposit on your lease. This security deposit has been turned over to the new owner who has assumed and is responsible for the performance of all obligations in connection therewith. Please be advised that the Common Area Charges for the months of September 1994(recently billed) and October 1994(to be billed in late November) should be made payable to Charter Service Corporation and sent to: Subsidiary Accounting Resolution Trust Corporation -- 4000 MacArthur Boulevard Newport Beach, California 92660 Attention: Nancy Nassehi- Redstone Plaza Beginning with rental payments due November 1, 1994, please make checks payable to $01 �"� Main, Inc., the new owners of your premises, and should be sent to: 50I Main, Inc. c/o Shaoul J. Levy 100 Wilshire Boulevard, Suite 1230 Santa Monica, California 90401 Attention: Shaoul J. Levy, Vice-President/Secretary oflFoa of Subs"iry Program hlsnrgenrent 4o00 N*cArthur 8o&&v+id Newport goo4,"fomM 02660-2516 Terophaf (7141862-7700 FAX:17141852-7769/7770 November 1, 1994 rr Page 2 The new owner's telephone number is: 3101458-2002 and the facsimile number is: 2 1 Q1458-2010. Any further questions or problems with your Lease or the Premises should be directed now to the new owners at the above address and telephone. W SincereIy, edyHerman cc: Melinda Magee Kendall Flagg-Kunert, Fsq. Richard Yang, Esq. wI Of roe of SM&AWiry Progrorrr Manager e"t 4o00 MacArthur Boulev*rd Newport Beach, Cagfon4a 92660.2616 DWI Telephone: (714)852-7700 PAX;(774)852-776917770