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HomeMy WebLinkAboutCC Resolution 8399 (Purchase Agreement)RESOLUTION NO. 8399 CITY COUNCIL OF THE CITY OF SAN RAFAEL A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING AMENDMENT OF THE PURCHASE AGREEMENT WITH LEE NOBMANN WHEREAS, the Redevelopment Agency staff has presented a proposal for an amendment to the Purchase Agreement between the Agency and Lee Nobmann ("Developer") for property on Anderson Drive in San Rafael. WHEREAS, the amendment would provide for Developer's purchase of the property for $2,435,000, paying $900,000 in cash and the balance in a note due on or before May 31, 1993 with interest payable monthly at the rate of 10% per year. WHEREAS, the Agency and the City Council have held a joint public hearing on the proposed amendment. NOW, THEREFORE, BE IT RESOLVED as follows: Section 1. Based on the Section 33433 Report and the Agency's staff report, the City Council hereby finds that the consideration Developer will pay for the property is not less than the fair market value of the property for its highest and best use under the Redevelopment Plan, and the City Council hereby approves the amendment. I, JEANNE M. LEONCINI, City Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a special joint meeting of the City Council on the 20th day of May, 1991, by the following vote, to wit: AYES: Councilmembers: Boro, Shippey, Thayer & Vice -Mayor Breiner NOES: Councilmembers: None ABSENT: Councilmembers: Mayor Mulryan J M. LEONCIAI City Clerk GRiGii'�k l PROMISSORY NOTE SECURED BY DEED OF TRUST $ 1,535,000 San Rafael, California May 2n , 1991 FOR VALUE RECEIVED, at the times and in the manner hereinafter stated, the undersigned, Lee Nobmann, ("Maker"), promises to pay to the order of San Rafael Redevelopment Agency ("Holder"), at such place as Holder may from time to time designate in writing, in legal tender of the United States of America, the principal sum of One Million Five Hundred Thirty -Five Dollars ($ 1,535,000.00) with interest on the unpaid principal from time to time outstanding at the rates and times specified below (the "Loan"). 1. Payment of Principal and Interest. Principal and interest under this Promissory Note (the "Note") shall be payable as follows: Interest: Interest shall accrue on the outstanding principal balance at the rate of ten percent (10%) per annum. Payments: A payment of accrued interest only shall be due and payable on the first day of each calendar month following the day Maker acquires the Andersen Property (as more fully described in Exhibit 1 hereto) (the "Loan Date"). Outstanding principal together with accrued but unpaid interest shall be due in full on May 31, 1993 (the "Maturity Date"). Each payment shall, when made, be credited first to accrued interest and the remainder to principal, and interest shall thereupon cease upon the principal so credited. Prepayment Privilege: Maker shall have the right to prepay the indebtedness in part or full at any time and from time to time. 2. Deed of Trust as Securitv. This Note is secured by, among other things, that certain Deed of Trust of even date herewith (the "Deed of Trust"), executed by Maker as Trustor, to Trustee (as defined in the Deed of Trust) in favor of Holder, as Benefici- ary, which encumbers, among other things, the interest of Maker in the Property (as defined in the Deed of Trust). Reference is hereby made to the Deed of Trust with respect to the right of acceleration of the indebtedness evidenced by this Note. This Note, the Deed of Trust, and any other instruments given by Maker to Holder to secure the indebtedness evidenced by this Note are hereinafter sometimes referred to collectively as the "Loan Documents". 3. Acceleration Upon Default. If any of the following events shall occur and be continuing: (a) breach or default in payment of any indebtedness by this Note and/or any other indebtedness or payments of money secured by the Deed of Trust or any of the other Loan Documents and not cured within five days of notice from Holder of such default; or (b) breach or default in performance of any other term, covenant, condition or agreement under this Dote, the Deed of Trust or any of the other Loan Documents, 2. other than relating to the payment of indebtedness or money which is not cured within thirty (30) days after notice of such breach or default; or (c) Maker applies for or consents to the appointment of a receiver or trustee for it or any portion of its prop- erty, or if such receiver or trustee is appointed for Maker or its property and is not discharged within thirty (30) days after the date of such appointment, or Maker makes an assignment for the benefit of credi- tors, or Maker admits in writing its inability to pay its debts as they become due, or Maker becomes insol- vent, or a petition is filed by Maker pursuant to any of the provisions of the Bankruptcy Code, 11 U.S.C. Sections 101 et seq., as amended, or any similar or successor statue, or such a petition is filed against Maker and is not dismissed or vacated within thirty (30) days after the date of such filing; or (d) there is an attachment or sequestration of any of the property of Maker and the same is not discharged or bonded within sixty (60) days; or (e) Maker shall cause or institute or there shall be instituted against Maker any proceeding for the dissolution or termination of Maker; or (f) any representation, warranty or disclosure made to Holder by Maker proves to be materially false or misleading on the date as of which made, whether or not that representation or disclosure appears in the Loan Documents; or then and in any such event, Holder may without notice declare the entire principal balance evidenced hereby, plus all accrued Z and unpaid interest and any other amounts due under the other Loan Documents immediately due and payable. 9. Governing Law. This Note shall be governed and construed in accordance with the laws of the State of California. 10. Exercise of Rights. No single or partial exercise of any power granted to Holder under this Note, the Deed of Trust or any other agreement securing this Note shall preclude any other or further exercise thereof or the exercise of any other power. Holder shall at all times have the right to proceed against any portion of the security which secures payment of the indebtedness evidenced hereby in such order and manner as Holder may deem fit, without waiving any rights with respect to any other security. No delay or omission on the part of Holder in exercising any right under this Note, the Deed of Trust or any other agreement securing this Note shall operate as a waiver of such right or of any other right. The release of any party liable under this Note shall not operate to release any other party liable hereunder. 11. Successors and Assigns. The terms of this Note apply to, inure to the benefit of, and bind all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. 12. Attorneys' Fees. Should an action be filed regarding the enforcement of this Note, the prevailing party therein shall be entitled to court costs and attorneys' fees in addition to any other damages or relief gained therein. 4. IN WITNESS WHEREOF, Maker has executed this Promissory Note as of the date first written above. MAKER: Lee Nobmann 5. L, . � 91-056105 R! "D AT RERIJEST Of ;.CCORDED AT REQUEST OF CAL LAND TITLE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: SHARTSIS, FRIESE & GINSBURG i�QR���'� One Maritime Plaza, 18th Floor j_=;t; San Francisco, California 94111 Emu Att'n: Gary L. Conner, Esq. THIS RECC�R�,I'�^ �1GIA iwi V y. , - - - - - - - - - - - - - - - - - - - - ?0 e above this line for Recorder's use) 16ra D-- DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made as of the20th day of May, 1991, by LEE NOBMANN and MELODEE NOBMANN , a married couple, as trustor and debtor ("Trustor"), to CALIFORNIA LAND TITLE COMPANY OF CALIFORNIA, as trustee ("Trustee"), for the benefit of the CITY OF SAN RAFAEL, as beneficiary and secured party ("Beneficiary"). TRUSTOR HEREBY IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS: (A) To Trustee, in trust, with power of sale and right of entry and possession, all of its present and future estate, right, title and interest in and to that certain real property located in the City of San Rafael, State of California, as more particularly described in Exhibit A attached hereto and made a part hereof, including all easements and rights used in connection therewith or as a means of access thereto, together with all right, title and interest that Trustor now has or may hereafter acquire in: (1) all income, rents, royalties, revenue, issues, profits and proceeds from any and all of such real property, subject, however, to' the right, power and authority hereinafter conferred upon Beneficiary or reserved to Trustor to collect and apply such income, rents, royalties, revenue, issues, profits and proceeds; (2) all deposits made with or other security given to utility companies by Trustor and all advance payments of insurance premiums made by Trustor with respect to such real property and the improvements thereon and claims or demands relating to such deposits, other security and/or such insurance; (3) all fixtures now or hereafter affixed to such real property, including all buildings, structures and improvements of every kind and description now or hereafter erected or placed thereon and any and all machinery, boilers, equipment (including, without limitation, all equipment for the generation or distribu- tion of air, water, heat, electricity, light, fuel or refrigera- tion 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, ranges, refrigerators, cabinets, laundry equipment, 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 recrea- tional 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 and all replacements, repairs, additions, accessions or substitutions or proceeds thereto or therefor; all of such fixtures whether now or hereafter placed t',.ereon being hereby declared to be real property and referred to hereinafter as the "Improvements"; (4) all damages, royalties and revenue of every kind, nature and description whatsoever that Trustor 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 such real property, with the right in Beneficiary to receive and receipt therefor and apply the same to the indebtedness secured hereby, and Beneficiary may demand, sue for and recover any such payments but shall not be required so to do; (5) all proceeds and claims arising on account of any damage to or taking of such real property or the Improvements or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of such real property or the Improvements; (6) all licenses (including, but not limited to, any liquor licenses, operating licenses or similar matters), contracts, management contracts or agreements, franchise agree- ments, permits, authorities or certificates required or used in connection with the ownership of, or the operation or maintenance of the Improvements; and (7) all governmental permits relating to construction, all names under or by which such real property 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 pending and goodwill. All of the property conveyed or intended to be conveyed to Trustee in Paragraph (A) above is hereinafter referred to as the "Real Property". (B) To Beneficiary, as secured party, a security interest in any portion of the Real Property which may be construed to be 2. personal property and in all of Trustor's present and future right, title and interest in and to 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, including: (1) 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 Trustor 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; (2) 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 Trustor relating to the aforesaid plans and specifications or to the aforesaid studies, data and drawings, or to the construction of the Improvements; (3) all equipment, machinery, fixtures, fittings, appli- ances, apparatus, computers and software, furnishings, furniture, goods, accounts, general intangibles, documents, instruments and chattel paper, and all other personal property of every kind and description; (4) all substitutions and replacements of, and accessions and additions to, any of the foregoing; (5) all sales agreements, deposit receipts, escrow agree- ments 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; and (6) all proceeds of any of the foregoing, including, with- out limitation, proceeds of any voluntary or involuntary disposi- tion or claim respecting any part 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. All of the property assigned or transferred or intended to be assigned or transferred to Beneficiary in Paragraph (B) above is hereinafter referred to as the "Personal Property". All of the Real Property and the Personal Property is referred to herein collectively as the "Property". 3. FOR THE PURPOSE OF SECURING: ONE: Payment of the indebtedness evidenced by an Installment Note of even date herewith and any renewals, exten- sions or modifications thereof, in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) executed by Trustor and delivered to Beneficiary (the "Note"), together with the interest thereon, fees and late charges as provided by the Note, which is made a part hereof by reference. TWO: Payment of such further sums as Trustor or any successor in ownership hereafter may borrow from Beneficiary when evidenced by another note or notes, reciting it is so secured by this Deed of Trust, payable to Beneficiary or order and made by Trustor in favor of Beneficiary or any successor in ownership. THREE: Payment of all other moneys herein or in the Note agreed or provided to be paid by Trustor, except to the extent the other provisions of this Deed of Trust exclude such obligations from the lien hereof. FOUR: Performance of each agreement of Trustor herein contained or contained in any other agreement given by Trustor to Beneficiary for the purpose of further securing any indebtedness hereby secured, specifically excluding, however, that certain Unsecured Indemnity Agreement of even date herewith executed by Trustor in favor of Beneficiary (the "Indemnity Agreement"). TRUSTOR COVENANTS AND AGREES THAT: ARTICLE I TRUSTOR'S COVENANTS 1.01. Performance of Note and Deed of Trust. Trustor will pay the principal and interest, and other charges payable under the Note according to its terms, and will perform and comply with each and every term, covenant and condi- tion hereof, and of the Note. 1.02. Taxes, Liens and Other Charges Trustor will pay when due: (a) all taxes, assessments and other governmental or public charges affecting the Property, including assessments on appurtenant water stock, and any accrued interest, cost and/or penalty thereon and will submit receipts therefor to Beneficiary at least ten (10) days before delinquency except such taxes, assessments and other governmental or public charges as Trustor may contest (the "Contested Taxes"), provided that (i) Trustor 4. diligently contests the Contested Taxes in good faith by appropri- ate proceedings, (ii) Trustor keeps Beneficiary regularly advised in writing as to the status of such proceeding, and (iii) Trustor deposits with Beneficiary, cash, a letter of credit or other security reasonably acceptable to Beneficiary, in an amount or with value, as the case may be, equal to the Contested Taxes, together with any interest, cost and/or penalty accruing thereon, which Beneficiary shall hold until a final determination thereof is made, at which time, unless otherwise paid by Trustor directly to the appropriate authorities, Beneficiary may elect to use such security to pay such amount or any portion thereof as may be owing to any governmental authority on account of the Contested Taxes, and refund any excess to Trustor, or in the event that Trustor prevails in such contest and no further sums are owing by Trustor on account of Contested Taxes, Beneficiary shall, upon Trustor's written request, return such security to Trustor within a reason- able period of time; (b) all encumbrances (including any debt secured by deed of trust), ground rents, liens and/or charges, with interest, on the Property or any part thereof which appear to be prior, superi- or or on a parity hereto, and all costs and fees related thereto; (c) all charges for utilities or services, including, but not limited to, electricity, gas, sewer and water; and 1.03. Insurance. Trustor will at all times provide, maintain and keep in force (a) policies of insurance insuring the Property against loss or damage by fire and lightning; against loss or damage by other risks embraced by coverage of the type now known as All Risk Replacement Cost Insurance with agreed amount endorsement, includ- ing, but not limited to, riot and civil commotion, vandalism and malicious mischief; and against such other risks or hazards as Beneficiary from time to time reasonably may designate in an amount sufficient to prevent Beneficiary or Trustor from becoming a co-insurer under the terms of the applicable policies, but in any event in an amount not less than the greater of (i) lo0% of the then full replacement cost of the Improvements (exclusive of the cost of excavations, foundations and footings below the lowest basement floor) without deduction for physical depreciation, or (ii) the full principal amount of the Note; and (b) boiler and pressure vessel insurance, including air tanks, pressure piping and major air conditioning equipment, provided any building which constitutes a part of the Property contains equipment of the nature ordinarily coverE!d by such insurance, in such an amount as Beneficiary may require; All policies for such insurance shall contain a Non - Contributory Standard Mortgagee Clause and the Lender's Loss 5. Payable Endorsement (Form 438 BFU NS), or their equivalents, in favor of Beneficiary, and shall provide that the proceeds thereof shall be payable to Beneficiary (to the extent of its interest). Trustor hereby assigns to Beneficiary all insurance proceeds which it may be entitled to receive, and such proceeds shall be delivered to and held by Beneficiary to be applied first toward reimbursement of all reasonable costs and expenses of Beneficiary in connection with recovery of the same, including attorneys' fees, and then (i) so long as Trustor is not in default hereunder, to the restoration of the Property or any portion of the Property that has been damaged or destroyed to the same condition, character and value as nearly as possible to that existing prior to such damage or destruction, or (ii) if Trustor is or becomes in default to the reduction of the unpaid principal of the indebtedness secured by this Deed of Trust in the inverse order of maturity of the required monthly payments of principal under the Note. If the proceeds are to be used for restoration, Beneficiary or its designee shall disburse such proceeds as construction progresses pursuant to an agreement in form and substance satisfactory to Beneficiary. Nothing contained herein shall prevent accrual of interest as provided in the Note on any portion of the proceeds to be applied to the principal balance due under the Note until such proceeds are actually received and applied. After the happening of any casualty, whether or not required to be insured against under the policies to be provided by Trustor hereunder, Trustor shall give prompt written notice thereof to Beneficiary. Beneficiary shall be furnished with a true and correct copy of the original of each policy required to be provided by Trustor hereunder, which policy shall provide that it shall not be modified or cancelled without thirty (30) days' written notice to Beneficiary. At least thirty (30) days prior to expiration of any policy required to be provided by Trustor hereunder, Trustor shall furnish Beneficiary with appropriate proof of issuance of a policy continuing in force the insurance covered by the policy so expiring. Trustor shall furnish Beneficiary with receipts for the payment of premiums on such insurance policies or other evidence of such payment reasonably satisfactory to Beneficiary. In the event that Trustor does not deposit with Beneficiary a new policy of insurance with evidence of payment of premium thereon at least thirty (30) days prior to the expiration of any expiring policy, then Beneficiary may, but shall not be obligated to, procure such insurance and pay the premiums therefor, and Trustor agrees to repay to Beneficiary the premiums thereon promptly on demand, together with interest thereon at the rate of twelve percent (12%) per annum. 6. 1.04. Condemnation. Should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceedings, or in any other manner, Beneficiary shall be entitled to all compensation, awards and other payments or relief therefor, and shall be entitled at its option to commence, appear in and prosecute in its own name any action or proceeding or to make any compromise or settlement in connection with such taking or damage. All such compensation, awards, damages, rights of action and proceeds (the "Proceeds") are hereby assigned to Beneficiary, who shall, after deducting therefrom all its reasonable expenses, including attorneys' fees, apply or release the Proceeds under the same conditions and with the same effect and as provided in Paragraph 1.03 above with respect to disposition of insurance proceeds. Nothing contained herein shall prevent the accrual of interest as provided in the Note on any portion of the Proceeds are to be applied to the principal balance due under the Note until such Proceeds are actually received and applied. 1.05. Care of the Property. Trustor will: (a) keep the Property in good condition and repair, and not commit or permit any waste or deterioration of the Property; (b) not remove, demolish or substantially alter any por- tion of the Property or permit or suffer such to be done (except such alterations as may be required by laws, ordinances or regu- lations of governmental authorities); (c) perform all of its obligations under any covenant, condition, restriction or agreement of record affecting the Property and comply with all laws, ordinances, rules, regulations and orders of governmental authorities now or hereafter affecting the Property or requiring any alterations or improvements to be made thereon except such laws, ordinances, rules, regulations and orders (collectively "Requirements") as Trustor may contest, provided that (i) Trustor contests such Requirements in good faith by appropriate proceedings, (ii) the adequacy of the security granted Beneficiary hereby is not, in the reasonable judgment of Beneficiary, impaired, (iii) Trustor shall obtain Beneficiary's prior written consent to such contest, which consent shall not be unreasonably withheld, and (iv) Trustor keeps Beneficiary regu- larly advised in writing as to the status of any such proceeding; (d) complete promptly and in good and workmanlike manner any portion of the Property which may be constructed hereafter, and promptly restore in like manner any portion of the Property which may be damaged or destroyed, and pay when due all costs T. incurred and all claims for labor performed and materials furnish- ed therefor; (e) arrange for the discharge of any mechanics' or materi- almen's liens within ten (10) days after any such liens are filed against the Property by posting bonds, payment or otherwise; and (f) not take or permit to be taken any actions that might invalidate any insurance carried on the Property. 1.06. Security Agreement and Fixture Filinq. This Deed of Trust is intended to be a security agreement pursuant to the California Uniform Commercial Code for any items of Personal Property of Trustor which may at any time be furnish- ed, placed on or annexed or made appurtenant to the Property and used, useful or held for use, in the operation of the Improvements thereon, and which, under applicable law, may be subject to a security interest pursuant to the California Uniform Commercial Code, and Trustor hereby grants Beneficiary a security interest in said Personal Property, and in all additions thereto, substitu- tions therefor and proceeds thereof, for the purpose of securing all indebtedness and other obligations of Trustor now or hereafter secured by this Deed of Trust. Trustor agrees to execute and deliver financing and continuation statements covering said Property from time to time and in such form as Beneficiary may require to perfect and continue the perfection of Beneficiary's lien or security interest with respect to said Property. In addition, Trustor hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Trustor, to execute, deliver and file with the appropriate filing officer or office such secur- ity agreements, financing statements and/or other instruments as Beneficiary may request or require in order to impose and perfect the lien and security interest hereof more specifically on the Personal Property or any fixtures. Trustor shall pay all costs of filing such agreements, statements and/or other instruments and renewals and releases thereof and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Without the prior written consent of Beneficiary, Trustor shall not create or suffer to be created any other security interest in said Personal Property, including replacements and additions thereto. Upon the occurrence of any default of Trustor hereunder, Beneficiary shall have the rights and remedies of a secured party under the California Uniform Commercial Code as well as all other rights and remedies available at law or in equity, and, at Beneficiary's option, Beneficiary may also invoke the remedies provided in Article II of this Deed of Trust as to such Personal Property. Trustor warrants and agrees that there is no financing statement covering the Personal Property, or any part thereof, on file in any public office, except the First UCC -1, and agrees that all or such portion of the Personal Property now or hereafter subject to this Deed of Trust is, and shall be kept (except with the prior written 8. consent of Beneficiary) free from any other lien, security interest or encumbrance. This Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of the county in which the Property is located with respect to any and all fixtures included within the term "Property" as used here- in and with respect to any goods or other personal property that may now be or hereafter become such fixtures. 1.07. Expenses. (a) Upon election of either Beneficiary or Trustee so to do, employment of an attorney is hereby authorized, and Trustor shall pay all reasonable attorneys' fees, costs and expenses, including expenses of retaking, holding, preparing for sale, or selling (including cost of evidence or search of title) in connec- tion with any action or actions which may be brought for the fore- closure of this Deed of Trust, and/or for possession of the Property, and/or for the protection of or the defense of the priority of the lien provided for by this Deed of Trust, and/or for the appointment of a receiver and/or for the enforcement of any covenant or right contained in this Deed of Trust. (b) Trustor will pay immediately without demand after expenditure, all sums expended or expense incurred by Trustee and/or Beneficiary, including, without limitation, reasonable attorneys' fees, under any of the terms of this Deed of Trust, with interest from date of expenditure at the rate of twelve percent (12%) per annum. (c) Trustor will pay the amount demanded by Beneficiary or its authorized loan servicing agent for any statement regarding the obligations secured hereby; provided, however, that such amount may not exceed the maximum amount allowed by law at the time request for the statement is made. 1.08. Servicing. At any time, or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorse- ment, and without affecting the effect of this Deed of Trust upon the remainder of the Property, Trustee may: reconvey any part of the Property; consent in writing to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. 1.09. Subrogation. Beneficiary shall be subrogated for further security to the lien, although released of record, of any and all encumbrances 9. paid out of the proceeds of the loan secured by this Deed of Trust. 1.10. Prepayment. Trustor may at any time and from time to time pay any or all of the principal and interest owing under the NQte without penalty or fee of any kind. 1.11. Inspection of Property Beneficiary is authorized by itself, its agents, employees or workmen, to enter at any reasonable time upon any part of the Property for the purpose of inspecting the same, and for the purpose of performing any of the acts it is authorized to perform under the terms of this Deed of Trust. Trustor agrees to cooperate with Beneficiary to facilitate such inspections. 1.12. Performance by Trustor. Trustor will faithfully perform each and every covenant to be performed by Trustor under any lien or encumbrance. 1.13. Late Charge. If Trustor defaults in payment of any sum when due and payable hereunder and such default continues for a period of fif- teen (15) days, a late charge of two cents ($.02) for each dollar ($1.00) so overdue may be charged by Beneficiary for the purpose of defraying the expense incident to handling such delinquent payment. Such late charge represents the reasonable estimate of Beneficiary and Trustor of a fair average compensation for the loss that may be sustained by the holder of the Note due to the failure of Trustor to make timely payments. Such late charge shall be paid without prejudice to the right of the holder of the Note to collect any other amounts provided to be paid or to declare a default under the Note or this Deed of Trust. 1.14. Assignment of Rents. Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all of the income, rents, royalties, revenue, issues, profits and proceeds of the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary the right, power and authority to collect such income, rents, royalties, revenues, issues, profits and proceeds and apply the same to the indebtedness secured hereby. Trustor irrevocably appoints Beneficiary its true and lawful attorney at the option of Beneficiary at any time to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, either in the name of Trustor or in the name of Beneficiary, for all such income, rents, royalties, revenue, issues, profits and proceeds and apply the same to the indebtedness secured hereby. It is understood and agreed that the Kelm foregoing assignment of income, rents, royalties, revenue, issues, profits and proceeds to the Beneficiary shall be deemed to make Beneficiary a "mortgagee -in -possession" or otherwise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Beneficiary, in person or by its own agent, assumes actual possession thereof, nor shall appointment of a receiver for the Property by any court at the request of Beneficiary or by agreement with Trustor or the entering into possession of the Property or any part thereof by such receiver be deemed to make Beneficiary a "mortgagee -in -possession" or other- wise responsible or liable in any manner with respect to the Property or the use, occupancy, enjoyment or operation of all or any portion thereof. 1.15. Collection of Rents. Notwithstanding anything to the contrary contained herein or in the Note secured hereby, so long as no default by Trustor in the payment of any indebtedness secured hereby or in the perfor- mance of any obligation, covenant or .agreement contained herein, in the Note or in any other agreement given as security for the indebtedness evidenced by the Note, shall exist and be continuing, Trustor shall have a license to collect all income, rents, royal- ties, revenues, issues, profits and proceeds from the Property and to retain, use and enjoy the same. 1.16. Covenants Regarding Environmental Compliance. (a) Trustor will not generate, manufacture, produce, release, discharge, or dispose of, on, under or about the Property or transport to or from the Property any Hazardous Substance (as defined herein) or allow any other person or entity to do so except as permitted by and in compliance with all applicable Environmental Laws (as defined herein). (b) Trustor shall give prompt written notice to Beneficiary of: (i) any proceeding or inquiry by any governmental authority (including, without limitation, the California State Department of Health Services) with respect to the presence of any Hazardous Substance on the Property or the migration thereof from or to other property; and (ii) all claims made or threatened by any third party against Trustor or the Property relating to any loss or injury resulting from any Hazardous Substance; (c) Beneficiary shall have the right to join and partici- pate in, as a party if it so elects, any legal proceedings or actions affecting the Property initiated in connection with any Environmental Law and have its attorneys' fees in connection therewith paid by Trustor. 11. (d) Trustor shall protect, indemnify and hold harmless Beneficiary, its employees, agents, successors and assigns from and against any and all loss, damage, cost, expense or liability (including attorneys' fees and costs) directly or indirectly arising out of or attributable to the generation, manufacture, production, release, threatened release, discharge, or disposal of a Hazardous Substance on, under or about the Property. - (e) Notwithstanding the foregoing provisions, no claim shall be made by Beneficiary after any one of the following events shall have occurred (but any claim hereunder may be made at any time before the first to occur of any of the following events, and once such claim has been made prior to the first to occur of such events, the obligations of Trustor under this Paragraph 1.16 shall continue to apply to such claim, to the extent permitted by applicable law, notwithstanding the subsequent occurrence of any of the following events): (i) full and final repayment of the Note; or (ii) the completion of a judicial foreclosure sale or nonjudicial trustee's sale under this Deed of Trust; or (iii) the acquisition of the Property by Beneficiary or by an affiliate of Beneficiary by a conveyance in lieu of foreclosure. "Environmental Laws" shall mean any federal, state or local law, statute, ordinance, or regulation or rule of common law pertaining to health, industrial hygiene, or the environmental conditions on, under or about the Property, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") as amended, 42 U.S.C. Sections 9601 et seq., and the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq. The term "Hazardous Substance" shall include without limitation: (iv) Those substances included within the defini- tions of "hazardous substances," "hazardous materials," "toxic substances," or "solid waste" in CERCLA, RCRA, and the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et sec., and in the regulations promulgated pursuant to said laws; (v) Those substances defined as "hazardous wastes" in Section 25117 and/or Section 25501(1) of the California Health & Safety Code, as "hazardous substances" in Section 25316 and/or Section 25501(k) of the California Health & Safety Code, and in the regulations promulgated pursuant to said laws, or those substances defined as "hazardous materials" in Section 25501(j) of the California Health and Safety Code; 12. (vi) Those chemicals known to cause cancer or reproductive toxicity, as published pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, Sections 25249.5 et seq. of the California Health & Safety Code; (vii) Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and -amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto); (viii) Any material, waste or substance which is (A) petroleum, (B) asbestos, (C) polychlorinated biphenyls, (D) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. §§ 1251 et sem. (33 U.S.C. § 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. § 1317); (E) a chemical substance or mixture regulated under the Toxic Substances Control Act of 1976, 15 U.S.C. §§ 2601 et seg.;; (I) flammable explosives; or (G) radioactive materials; and (ix) Such other substances, materials and wastes which are or become regulated under applicable local, state or federal law, or the United States government, or which are classified as hazardous or toxic under federal, state, or local laws or regulations. 1.24. Junior Liens. Trustor covenants and agrees (a) that as of the date hereof there are no encumbrances to secure debt junior to this Deed of Trust and (b) that there are to be none as of the date when this Deed of Trust becomes of record. ARTICLE II DEFAULTS AND REMEDIES 2.01. Events of Default. If any of the following events shall occur and be continu- ing after the lapse of any applicable grace period: (a) breach or default in payment of any indebtedness evidenced by the Note and/or secured hereby when due and such default continues for ten (10) days after written notice by Trustee or Beneficiary to Trustor; or (b) Trustor files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for it- self under the present or any future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors, or seeks or consents to or acquiesces in the appointment of any trustee, receiver, conservator or liquidator of 13. Trustor or of all or any substantial part of its properties or its interest in the Property (the term "acquiesce," as used in this subparagraph (c), includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree within ten (10) days after entry of such order, judgment or decree); or a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against Trustor seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or bankruptcy act, or any other present or future applicable federal, state or other statute of law relating to bankruptcy, insolvency, or other relief for debtors, and Trustor acquiesces in the entry of such order, judg- ment or decree or such order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of Trustor or of all or any substantial part of its property or its interest in the Property shall be appointed without the consent or acquiescence of Trustor and such appointment remains unvacated and unstayed for an aggre- gate of sixty (60) days (whether or not consecutive); or (c) there is an attachment or sequestration of any of the property of Trustor and the same is not discharged or bonded within sixty (60) days; or (d) Trustor shall cause or institute or there shall be instituted against Trustor any proceeding for the dissolution or termination of Trustor; or (e) Trustor gives notice to any governmental body of its insolvency or pending insolvency or of its suspension or pending suspension of operations; or (f) Trustor makes an assignment for the benefit of creditors or takes any other similar action for the protection or benefit of creditors; or (g) occurrence of any of the events described in Paragraph 3.14 below; or (h) A breach of or default under any other term, covenant, agreement, condition, provision, representation or warranty con- tained in this Deed of Trust and not referred to in the preceding paragraphs (a) through (k), or failure by Trustor to comply with any of the covenants, conditions, and restrictions now or here- after affecting the Property, or any part thereof, or contained in any agreement related to the Property or the indebtedness secured hereby, if such breach, default or failure shall continue for thirty (30) days after written notice thereof shall have been given to the Trustor by the Beneficiary or the Trustee, except that in the case of a default which cannot with due diligence be cured within such period of thirty (30) days, the time within which the Trustor may cure the same shall be extended for such period as may be reasonably necessary to cure the same with due 14. diligence, provided the Trustor commences within such thirty (30) days and proceeds diligently to cure the same; then and in each such event, Beneficiary may declare all sums secured hereby immediately due and payable by commencing an action to foreclose this Deed of Trust as a mortgage, and/or by delivery to Trustee of a written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the Property, which notice Trustee shall cause to be duly filed for record in case of foreclosure by exercise of the power of sale herein. Should Beneficiary elect to foreclose by exercise of the power of sale herein, Beneficiary shall also deposit with Trustee this Deed of Trust and the Note and such receipts and evidence of expenditures made and secured hereby as Trustee may require, and notice of sale having been given as then required by law and after lapse of such time as may then be required by law after recordation of such notice of default, Trustee, without demand on Trustor, shall sell the Property at the time and place of sale fixed by it in such notice of sale, as Beneficiary may direct, either as a whole or in separate parcels, and in such order as Beneficiary may determine,. at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the Property, or any portion thereof, so sold, but without any covenant or warranty, express or implied. The reci- tals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase at such sale. 2.02. Discontinuance of Proceedings. Beneficiary, from time to time before the Trustee's sale pursuant to Paragraph 2.01, may rescind any notice of breach or default and of election to cause to be sold the Property by executing and delivering to Trustee a written notice of such rescission, which notice, when recorded, shall also constitute a cancellation of any prior declaration of default and demand for sale. The exercise by Beneficiary of such right of rescission shall not constitute a waiver of any breach or default then exist- ing or subsequently occurring, or impair the right of Beneficiary to execute and deliver to Trustee, as above provided, other declarations of default and demand for sale, and notices of breach or default, and of election to cause to be sold the Property to satisfy the obligations hereof, nor otherwise affect any provi- sion, covenant or condition of the Note and/or of this Deed of Trust or any of the rights, obligations or remedies of the parties hereunder. 15. 2.03. Application of Proceeds of Sale. Upon a sale of all or part of the Property pursuant to Paragraph 2.01, after deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale and reasonable attorneys' fees. Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, together with interest on all sums at the rate of twelve percent (12%) per annum; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. 2.04. Beneficiary Statement. Trustee, upon presentation to it of or on behalf of Beneficiary, setting forth ing a default by Trustor under any of the this Deed of Trust, is authorized to accept all facts and statements in such affidavit complete reliance thereon. 2.05. Remedies Upon Default. an affidavit signed by any fact or facts show - terms or conditions of as true and conclusive and to act hereunder in Trustor covenants and agrees that should Trustor fail or refuse to make any payment or do any act which it is obligated hereunder to make or do, at the time and in the manner herein provided, then Beneficiary, or Trustee upon written instructions from Beneficiary (the legality thereof to be determined solely by Beneficiary), may, without notice to or demand upon Trustor, with- out releasing Trustor from any obligation hereunder and without waiving its right to declare a default as herein provided or impairing any declaration of default or election to cause the Property to be sold or any sale proceeding predicated thereon: (a) make or do the same in such manner and to such extent as either Beneficiary or Trustee may deem necessary to protect the security hereof, Beneficiary and Trustee being authorized to enter upon and take possession of the Property for such purposes, and any sums expended for such purposes shall become part of the indebtedness secured hereby; (b) commence, appear in and/or defend any action or proceedings purporting to affect the security hereof, and/or any additional or other security therefor, the interest, rights, powers and/or duties of Trustee and/or Beneficiary hereunder, whether brought by or against Trustor, Trustee or Beneficiary; (c) pay, purchase, contest or compromise any claim, debt, lien, charge or encumbrance which in the judgment of either may affect or appear to affect the security of this Deed of Trust, the interest of Beneficiary or the rights, powers and/or duties of Trustee and/or Beneficiary hereunder, and (except as set forth in Paragraph 1.23) any sums expended for such purposes shall become part of the indebtedness secured hereby; and 16. (d) Beneficiary is authorized, either by itself or by its agent to be appointed by it for that purpose or by a receiver appointed by a court of competent jurisdiction, to enter into and upon and take and hold possession of any portion or all of the Property, both real and personal, and exclude Trustor and all other persons therefrom; and to operate and manage the Property and rent and lease the same, perform such reasonable acts of repair or protection as may be reasonably necessary or proper to conserve the value thereof, and collect any and all income, rents, issues, profits and proceeds therefrom, the same being hereby assigned and transferred to Beneficiary, subject to the rights of the beneficiary under the First Deed of Trust, for the benefit and protection of Beneficiary, and from time to time apply and/or accumulate such income, rents, issues, profits and proceeds in such order and manner as Beneficiary or such receiver in its sole discretion shall consider advisable, to or upon the following: the expenses of receivership, if any; the proper costs of upkeep, maintenance, repair and/or operation of the Property; the repay- ment of any sums theretofore or thereafter advanced pursuant to the terms of this Deed of Trust; the interest then due or next to become due upon the indebtedness secured hereby; the taxes and assessments upon the Property then due or next to become due; and/or upon the unpaid principal of such indebtedness. The collection and/or receipt of income, rents, issues, profits and/or proceeds from the Property by Beneficiary, its agent or receiver, after declaration of default and election to cause the Property to be sold under and pursuant to the terms of this Deed of Trust, shall not affect or impair such default or declaration of default or election to cause the Property to be sold or any sale proceed- ings predicated thereon, but such proceedings may be conducted and sale effected notwithstanding the receipt and/or collection of any such income, rents, issues, profits and/or proceeds. Any such income, rents, issues, profits and/or proceeds in the possession of Beneficiary, its agent or receiver, at the time of sale and not theretofore applied as herein provided, shall be applied in the same manner and for the same purposes as the proceeds of the sale. Neither Trustee nor Beneficiary shall be under any obliga- tion to make any of the payments or do any of the acts referred to in this Paragraph 2.05, and any of the actions referred to in this Paragraph 2.05 may be taken by Beneficiary irrespective of whether any notice of default or election to sell has been given hereunder and without regard to the adequacy of the security for the indebt- edness evidenced by the Note. ARTICLE III ADDITIONAL COVENANTS AND PROVISIONS 3.01. No Waiver. Trustor covenants and agrees that the acceptance by Beneficiary of any sum secured hereby after its due date, or in an 17. amount less than the sum then due, shall not constitute a waiver by Beneficiary of its rights either to require prompt payment when due of all other sums so secured. No failure by Beneficiary to insist upon strict performance of any term, covenant or condition hereof or failure to exercise any right or remedy hereunder shall constitute a waiver of any such breach of such term, covenant or condition or of the later exercise of such right or remedy. 3.02. Remedies Cumulative. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by this instrument to Trustee or Beneficiary or to which either of them may be otherwise entitled, may be exer- cised, concurrently or independently, from time to time and as often as may be deemed expedient by Trustee or Beneficiary, and either of them may pursue inconsistent remedies. 3.03. Interest Rates. Notwithstanding any provision herein or in the Note, the total liability for payments in the nature of interest shall not exceed the applicable limits now imposed by any applicable state or federal interest rate laws. If any payments in the nature of interest, additional interest and other charges made hereunder or under the Note are held to be in excess of the applicable limits imposed by any applicable State or Federal usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal under the Note, and the indebted- ness evidenced thereby shall be reduced by such amount in the inverse order of maturity so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable state or federal interest rate laws in compliance with the desires of Trustor and Beneficiary. 3.04. Recordation. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. 3.05. Substitution of Trustee. Beneficiary may, from time to time, by a written instrument executed and acknowledged by Beneficiary and recorded in the county or counties where the Property is located, and by otherwise complying with applicable statutory provisions, substitute a successor or successors for the Trustee named herein or acting hereunder. 18. 3.06. Notices. (a) All notices hereunder shall be deemed to have been duly given if mailed by United States registered or certified mail, with return receipt requested, postage prepaid to the parties at the following addresses (or at such other addresses as shall be given in writing by any party to the others) and shall be deemed complete upon any such mailing: To Trustor: LEE NOBMANN Golden State Lumber 1505 S. Napa Junction Road Vallejo, California 94590 To Trustee: CALIFORNIA LAND TITLE COMPANY 700 IRWIN AT SECOND San Rafael, California Attention: BILLY M. TEANEY To Beneficiary: SAN RAFAEL-REDEVELOPMENT AGENCY San Rafael, California Attention: Jake Ours, AssistWit Executive Direct( (b) In the event of any strike or occurrence of another similar event which interrupts mail service, notices may be served personally upon an individual, partner, or an officer or director of a corporation which is or is part of the party being served hereunder. (c) Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to Trustor at the address set forth above. (d) Unless otherwise provided by applicable law, Trustee shall be under no obligation to notify any party hereto of any action or proceeding of any kind in which Trustor, Beneficiary and/or Trustee shall be a party, unless brought by Trustee, or of any pending sale under any other deed of trust. 3.07. Heirs and Assigns; Terminology. (a) This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term "Trustor" shall mean both the original Trustor and any subsequent owner or owners of any of the Property. The term "Beneficiary" shall mean the owner and holder, including pledgees, of the Note, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 19. (b) The term "and/or" as used other or both, or any one or all, or any or persons in connection with which the 3.08. Severability. herein means one or the combination of the things words are used. If any provision hereof should be held unenforceable or void, then such provision shall be deemed separable from the remaining provisions and shall in no way affect the validity of this Deed of Trust, except that if such provision relates to the payment of any monetary sum, then, Beneficiary may, at its option, declare the indebtedness and all other sums secured hereby immedi- ately due and payable. 3.09. Applicable Law. This Deed of Trust shall be construed and enforced in accordance with the laws of the State of California. 3.10. motions. The captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or intent of this Deed of Trust, nor in any way affect this Deed of Trust. 3.11. Irrevocable Trust. The Trust created hereby is irrevocable by Trustor unless and until the Property is reconveyed to Trustor as provided in Paragraph 3.13 hereof. 3.12. Reconveyance. Upon written request of Beneficiary stating that all sums secured hereby have been paid and upon surrender to Trustee of this Deed of Trust and the Note for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warran- ty, the Property then held hereunder. The recitals in such recon- veyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto". 3.13. Liability of Trustor. Notwithstanding anything to the contrary contained herein or in the Note or in any other agreements given by Trustor to Beneficiary to secure the indebtedness evidenced by the Note, but without in any manner releasing, impairing or otherwise affecting the Note, this Deed of Trust or any such other agreement or the validity thereof or hereof or the lien hereof, in the event of any default under the terms of the Note, this Deed of Trust or any such other agreement, Beneficiary will not hold Trustor, its successors or assigns, or the general partners of Trustor, person - 20. ally liable for repayment of the indebtedness evidenced by the Note or for any other sums due as a result of any defaults under the Note or this Deed of Trust, or for the payment of any defici- ency established after any foreclosure or sale under this Deed of Trust, and the recourse of Beneficiary for any and all such defaults shall be by the exercise of the remedies provided in this Deed of Trust but only as to Trustor's interest in the Property. 3.14. Conveyance of Property; Change of Ownership. Trustor acknowledges that in advancing the sums secured by this Deed of Trust, Beneficiary has relied upon the creditworthi- ness of Trustor and upon the prior experience of the partners of Trustor, separately and collectively, in constructing, operating and managing properties similar to the Property and in particular upon the creditworthiness and experience of the partners of Trustor. Therefore, in consideration of the foregoing and in order to protect Beneficiary under the Note and under this Deed of Trust, Trustor agrees that if either (a) Trustor sells, conveys, transfers, disposes of or leases (except as to those leases of space in the Improvements which do not provide for an option to purchase) the Property or any portion thereof, either voluntarily, involuntarily, or otherwise, or enters into an agreement so to do without the prior written consent of Beneficiary, or (b) there is any change in the general partners of Trustor without the prior written consent of Beneficiary (other than a transfer permitted under Section 7.01(b) of the venture Agreement), Trustor shall, not less than thirty (30) days prior to any such event, notify Beneficiary in writing of the occurrence of such event, and Beneficiary, whether or not it receives such notice, upon the occurrence of any one or more of any such events, shall have the right to declare the then outstanding principal balance evidenced by the Note immediately due and payable, together with all accrued and unpaid interest and other amounts due hereunder, which sum shall be applied, after being applied to payment of all other sums secured hereby then due and payable in such order as Beneficiary may determine, to the reduction of the unpaid principal balance of the Note. The foregoing right to accelerate the indebtedness may be exercised at any time in Beneficiary's sole discretion after the occurrence of any event described above and the acceptance of one or more installments from any person thereafter shall not constitute a waiver of Beneficiary's right. 3.15. Indemnity. Trustor agrees to indemnify and hold Beneficiary and Trustee harmless from and against any and all liabilities, claims, damages, costs and expenses (including but not limited to reason- able attorneys' fees and disbursements) ing from any failure, breach or default out of any act or omission of Trustor, respect to the Property, provided that shall not apply to the extent that any demands, damages, losses, costs or expe 21. arising out of or result - by Trustor hereunder, or or otherwise arising with the foregoing indemnity such liabilities, claims, nses result directly from any willful or negligent act or omission of Beneficiary (including Metropolitan Life Insurance Company only in its capacity as Beneficiary). Upon demand by Beneficiary or Trustee, Trustor will defend any action or proceeding brought against Beneficiary or Trustee which is or may be covered by the foregoing indemnity, or may elect to conduct its own defense at the expense of Trustor. IN WITNESS WHEREOF, Trustor has executed this Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents as of the date first written above. TRUSTOR: Lee Nobmann 1?utv ku-� P-x4w\-� Melodie Nobmann CAT. NO. NNOW27 TO 7944 CA (9-84) J TICOR TITLE INSURANCE (Individual) STATE OF CALIFORNIA COUNTY OF Napa } SS. On August 30, 1991 before me, the undersigned, a Notary Public in and for said State, personally appeared LEE NOBMANN, MELODEE NOBMANN , personally known to me or proved to me on the basis of satisfactory evidence.to be the persons whose name s are subscribed to the within instrument and acknowledged that they exe- cuted the same. WITNESS my hand and official seal. Signature DEBT' CRAIG �*A OFFICIAL SEAL , DEBI CRAIG , m NOTARY PUBLIC - CALFORIW , NAPA COUNTY iy Cann Evim May3. M ' V V V . . . . . V V . . (This area for official notarial seal) lylac40010•i Ill that certain real .L., situate in the City of San Rafael, County of Marin, State of California, described as follows: PARCEL ONE: PARCEL A , as stoat upon that certain parcel map entitled, "Parcel -Map being a 'Reversion to Acreage' and a Resubdivision of the Lands of the San Rafael Redevel..r..r-..L Agency", filed for record July 27, 1984 in Boric 22 of Parcel Maps at Page 24, Marin Co mty Records. PARC', TWO: ALL TFMT PORTION of the parcel of land conveyed in the Deed from Gallo Glass Company to Pacific Gas and Electric Company by Deed dated August 29, 3.973 and ��...�GQ3 S�.I.�.L---- 14, 1973 in Book 2725 of Official Records at Page 673, Marin County Rte_. J,, which lies Westerly of a line lying parallel to and 70.0 feet Westerly of (measured at right angles to) the centerline of an existing line of towers as created in that certain Deed November 17, 1915 in Book 173 of Deeds at Page 359, Marin County Records of first party traversing the parcel of land conveyed in said Deed dated August 29, 1973. FIRST AMENDMENT TO PURCHASE AGREEMENT This First Amendment to Purchase Agreement ("Amendment") is entered into by and between San Rafael Redevelopment Agency ("Agency") and Lee Nobmann ("Developer") as of May 20, 1991. WHEREAS, Agency and Developer entered into a Purchase Agreement dated March 16, 1990; and WHEREAS, Agency and Developer desire to amend said Agreement to provide for a change in the terms in payment of the purchase price and other matters set forth herein: NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. All capitalized terms used herein and in the Agreement shall have the same meaning given them in the Agreement, unless otherwise specifically defined herein. 2. The second sentence of Section 2 of the Agreement shall be amended to read as follows: "The purchase price shall be payable $900,000.00 in cash and the remainder by way of a promissory note in the form of Exhibit A attached hereto ("Promissory Note"), such Promissory Note to be payable monthly interest only at the rate of 10 percent per annum beginning on the first day of the first month following close of escrow, with all principal and any accrued but unpaid interest due and payable on May 31, 1993. Said Promissory Note shall be secured by a deed of trust on the Andersen Property and shall be subordinated to no other encumbrances other than those of record on the closing date. Developer shall provide Agency with a pro forma revised form of ALTA lenders policy of title insurance issued by Escrowholder." 3. Section 4 of the Agreement is hereby amended by adding the following sentence to the end thereof: "If escrow does close by the End Date, Agency shall cooperate with Developer, at Developer's sole cost and expense, in completing the acquisition of the Andersen Property as part of a tax-deferred exchange." 4. Section 12 is added to read as follows: "12. Counterparts. This Agreement, any documents related thereto or effectuating same and any amendments thereto, may be executed in any number of counterparts, each of which 2. being an original document and all of which taken together being one and the same instrument." 5. This Amendment may be executed in any number of counterparts, each of which being an original document and all of which taken together being one and the same instrument. 6. Except as specifically amended hereby the Purchase Agreement is confirmed in all respects and it remains in full force and effect as amended hereby. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed, as of the date first above -written. SAN RAFAEL REDEVELOPMENT AGENCY By: 41&eeW,. Pamela J. Nikolai, Executive Director ATTEST: Jt�anne M . Leon cii ni Agency Secretary 911 Lee Nobmann - vot r'AGE 4 l8 ' 91-056102 RECCRDEDIN 1 OFF;CIAL RECORDS / ��- -Ta OF CUILITY, CA. Recording requested by 1 and when recorded mail to: 1991 AUG 29 AM 8: 00 3 Gary L. Conner, Esq. H. KATHLEEN BONDS Shartsis, Friese & Ginsburg COUNTY RECORDER Maritime Plaza, 18th Floor f - =��o �R...•�,�rancisco, Californi,,4LI�04111 ' 11 - TICOR TME INSURANCE � �; • ,; `+,uR DURABLE POWER OF ATTORNEY O "Y 7E © _ • _ :71 m n y� tV 7 �x� i - O o > 01 w z ' �� �` � 1, Melodee Nobmann, ' _ -�- o .� D a resident of California, hereby appoint o A n a you, Lee P. Nobmann , r m C v I as my attorney-in-fact to act for me and in my name as authorized O - n in this document. By this document I intend to create a Durable Power of Attorney under California Civil Code, Section 2400, et seg. The powers granted to you in this Durable Power of Attorney shall remain effective upon my incapacity. ARTICLE ONE POWERS OF ATTORNEY IN FACT You shall have the following powers with respect to my assets: (a) Invest, sell, purchase, lease, borrow, and encumber assets. To sell (for cash or on terms), lease or invest assets in which I have an interest, to purchase assets or borrow money on my behalf and encumber any asset in which I have an interest as security for such borrowing; (b) Deal with real property. With respect to real property, to contract for, purchase, and receive such property, and all deeds and other assurances therefor; to lease, 241.50 VOL 1847 PacE 4 79 sell, change the form of title, release, convey, mortgage, and convey by way of deed of trust, upon such terms and conditions and under such covenants, as you shall deem proper; to grant options; to eject, remove, or relieve tenants or other persons from, and recover possession of, such property by all lawful means; to collect, receive and receipt for rents and profits from such properties; to subdivide, adjust lot lines, develop or dedicate such property to public use and to dedicate easements to public use without consideration; and to maintain, protect, preserve, insure, repair, build upon, demolish, alter, or improve such property or any part of it; (c) Collect and recover assets. To demand, sue for, and collect all such sums of money, debts, dues, accounts, legacies, bequests, interest, interests in trust, dividends, annuities and demands that are now or may later become due or payable to me, including any benefits payable by any governmental body or agency, and to take all lawful means to recover such assets, and to compromise claims for such assets and grant discharges for such assets in my name; (d) Operate business. To continue the operation of any business owned by me for such time and in such manner as you shall deem advisable, including, but not limited to, paying all business-related expenses, to represent me and take actions on my behalf, to transact every kind of business for me, in my name, as my act and deed, to incorporate any business of mine and put additional capital into such business, to join in any plan of reorganization or consolidation or merger of such business, or to sell or liquidate the business at such time and on such terms as you shall deem advisable, subject to any "buy-out" agreement to which I may be a party; and to represent me and take all actions on my behalf with respect to any interest which I may own as a partner; (e) Deal with insurance. To insure my life or the life of anyone in whom I have an insurable interest and to insure any asset in which I have an interest, to pay all insurance premiums, to select any options under such policies, to increase or decrease coverage under any such policy, to borrow against any such policy, to pursue all insurance claims on my behalf, to adjust insurance losses, to designate and change beneficiaries of insurance policies insuring my life and beneficiaries under any annuity contract in which I have an interest, to purchase or maintain any medical insurance on me, my spouse, if any, or any of my descendants, or to cancel any of the policies described herein; (f) Deal with financial institutions. To establish, maintain, or terminate bank accounts, security accounts, certificates of deposit, money market accounts, margin accounts, common trust funds, mutual funds, treasury bills and notes, and any other type of cash fund, cash equivalent or security in my sole name or jointly in my name with others, and VOL 18.47 PAGE 480 to negotiate, endorse or transfer any checks or other instruments with respect to any such accounts, and to endorse, deposit, or collect any checks or drafts made payable to me or to my order; (g) Make loans. To loan any of my assets to any descendant of mine, or their personal representatives or a trustee for their benefit, and such loans shall bear such interest, and shall be secured or unsecured, as you shall deem advisable; (h) Disclaim, renounce, and give interests. To disclaim, renounce, or give any asset, gift, inheritance, bequest or right of succession, with or without consideration; (i) Deal with trusts. To transfer any asset in which I have an interest, including, without limitation, cash, money accounts, notes receivable, securities, partnership interests, interests in joint ventures, real property, and personal property, to any trust that I may have created; to create a trust on my behalf, so long as such trust is revocable and is substantially similar to my estate plan existing as of the date of my incapacity, and to transfer assets thereto; to exercise any power which I may hold as a trustee; and to exercise (in whole or in part), release, or let lapse any power I may have under any trust whether or not created by me, including any power of appointment, revocation, amendment or withdrawal; (j) Acquire "Flower Bonds." To purchase for me United States of America treasury bonds of the kind which are redeemable at par in payment of federal estate taxes, to borrow money for such purpose, and give security therefor, and to arrange for the safekeeping and custody of any such treasury bonds; (k) Represent me in tax matters. To prepare, sign, and file federal, state, or local, income, gift, and other tax returns of all kinds, FICA returns, payroll tax returns, claims for refunds, requests for extensions of time, petitions to the tax court or other courts regarding tax matters, and any and all other tax related documents; to pay taxes due, collect refunds, post bonds, receive confidential information, and contest deficiencies determined by the Internal Revenue Service, the California Franchise Tax Board, or other taxing authorities; and generally to represent me in all tax matters and proceedings of all kinds. r (1) Employ others. To employ and remove any domestic help, custodian, attorney, accountant, investment counsel or any other professional advisor to assist you in administering my property and to pay them reasonable compensation; (m) Enter, establish, close, or maintain safe deposit boxes. To enter, close, establish and maintain any safe 010 VOL 1847 PAGE 481 deposit box held in my name alone or jointly with another person and to remove all or any of the contents of such box; (n) Deal with retirement plans. To select various payment options under any retirement plan in which I participate, including plans for self-employed individuals, make beneficiary designations under such plans and change any existing beneficiary designations, make voluntary contributions to such plans, make so-called "roll-overs" of plan benefits into other retirement plans, borrow from such plans if authorized by the plan, and sell assets to or purchase assets from the plan if authorized by the plan; (o) Litigate. To prosecute, defend, compromise, or arbitrate any claims on my behalf in any local, state, or federal court or administrative body and to settle, appeal, or dismiss such actions; (p) Miscellaneous powers. To cancel or continue and use any of my charge accounts and credit cards; cancel or continue any of my club, church or other organization memberships, and to continue any payments or contributions incidental to such memberships; to take custody of all my important documents, including but not limited to, my will, trust agreements, deeds, leases, life insurance policies, contracts, and securities; to enter into oral or written agreements on my behalf; to support and maintain any animals I may own; to continue to pay any installment obligations I may incur; to execute, acknowledge and deliver any agreement, stock power, deed, leases and assignments of leases, assignments of accounts receivable, and notices of the expected assignments of such accounts and cancellation of such notices, covenants, indentures, mortgages, deeds of trust and reconveyances thereunder, bills, bonds, notes, receipts, evidences of debt, releases and satisfaction of mortgage, judgments, and other debts, or any other document for the accomplishment of, or relating to, any acts authorized by this document; and to perform all, any, and every act required to be done as fully as I could do if personally present and able to act. 1.1 Restrictions on Powers. Notwithstanding the foregoing provisions of this Article One, you (a) shall have no personal incidents of ownership over any life insurance policy in which I may own an interest and which insures your life, (b) are prohibited from appointing, assigning, or disclaiming any of my assets, interests, or rights having a value in excess of the federal gift tax annual exclusion amount in any one calendar year EV VOL 1547 PAGE 482 to yourself personally, your estate, your creditors, or the creditors of your estate, or from using my assets to discharge any of your legal obligations, including any obligation of support which you may owe to others (excluding me and those'whom I am legally obligated to support), and the annual right to appoint, assign, or disclaim assets, interests, or rights to yourself or for your benefit within the federal gift tax annual exclusion amount shall be non -cumulative, and (c) you shall not hold or exercise any powers which I may have over assets you have given to me or over assets held in an irrevocable trust of which you are a grantor. 1.2 Incidental Powers. In connection with the exercise of any of the powers described in this Article One, you are authorized and empowered to perform any other act necessary or incidental to the exercise of such powers with the same validity and effect as if I were competent and personally exercised the powers myself. ARTICLE TWO RATIFICATION I hereby ratify and confirm all that you shall do or cause to be done under the authority granted in this document, and all promissory notes, bills of exchange, drafts, other obligations, agreements, stock powers, instruments, and other documents, signed, endorsed, drawn, accepted, made, executed or delivered by you shall bind me, my estate, my heirs, successors, and assigns. VOL IS47 PAGE48.3 ARTICLE THREE THIRD PARTY RELIANCE For the purpose of inducing any party to act in accordance with the powers granted in this document. I hereby represent, warrant, and agree that: 3.1 Result of revocation. If this document is revoked or amended for any reason, I, my estate, my heirs, successors, and assigns will hold such party or parties harmless from any loss suffered, or liability incurred, by such party or parties in acting in accordance with this document prior to that party's receipt of notice of any such termination or amendment. 3.2 Confirmation of Power. The powers conferred on you by this document may be exercised by you alone and your signature or act under the authority granted in this document may be accepted by third parties as fully authorized by me and with the same force and effect as if I were personally present, competent, and acting on my own behalf. 3.3 Effect of Reliance. No person who acts in reliance upon any representation you may make as to the scope of your authority granted under this document shall incur any liability to me, my estate, my heirs, successors or assigns for permitting you to exercise any such power, nor shall any person who deals with you be responsible to determine or insure the proper application of funds or property. 3.4 Disclosure. All third parties from whom you may request information regarding my health or personal affairs are hereby authorized to provide such information to you without N. v0L 1547 PAGE 4 84 limitation and are released from any legal liability whatsoever to me, my estate, my heirs, successors or assigns for complying with your requests. with specific reference to medical information, including information about my mental condition, I am authorizing in advance all physicians and psychiatrists who have treated me, and all other providers of health care, including hospitals, to release to you all information which you may request. If I have the capacity to confirm this authorization at the time of the request, third parties may seek such confirmation from me if they so desire. I hereby waive all privileges which may be applicable to such information and records, and to any communication pertaining to me and made in the course of a lawyer -client or physician -patient relationship. 3.5 Court Order. You shall have the right to seek appropriate court orders mandating acts which you deem appropriate if a third party refuses to comply with actions taken by you which are authorized by this document or enjoining acts by third parties which you have not authorized. In addition, you may sue a third party who fails to comply with actions I have authorized you to take and demand damages, including punitive damages, on my behalf for such noncompliance. ARTICLE FOUR REVOCATION AND AMENDMENT I retain the right to revoke or amend this document and to substitute other attorneys in your place. Amendments to this document shall be made in writing by me personally (not by you) 7. VOL 1847 PAGE48� and they shall be attached to the original of this document and recorded if the original is recorded. ARTICLE FIVE SUBSTITUTE AGENTS If you resign, die, become incapacitated as defined in Article Seven, or fail to act as agent for any other reason, then I appoint the following individuals in the order named as substitute attorneys -in -fact, with all the same powers granted to you: NONE Your resignation as my agent, or the declination of any of the named substitute attorneys, shall be made in writing and shall be attached to the original of this document and recorded if the original is recorded. All references to you in this document shall include references to each of your substitutes. ARTICLE SIX NOMINATION OF CONSERVATOR AND GUARDIAN AD LITEM If at any time it becomes necessary to appoint a conservator of my estate or person, or both, or a guardian ad litem to represent me, I hereby nominate you as such conservator or guardian ad litem. If for any reason it becomes necessary to appoint a substitute conservator or guardian ad litem, then I nominate the substitute attorneys named in this document as 0 VOL 1547 PAGE486 substitute conservators to serve in the order named. I grant to my conservator all of the powers specified in the California Probate Code. My conservator shall serve in such capacity without bond. ARTICLE SEVEN DETERMINATION OF INCAPACITY AND CAPACITY The following provisions shall apply for purposes of this document in determining a person's capacity and incapacity: 7.1 Incapacity. A person's incapacity shall be deemed to exist when the person's incapacity has been declared by a Court of competent jurisdiction, or when a conservator for such person has been appointed, or upon execution of a certificate by a physician licensed to practice in the state of such person's residence which states the doctor's opinion that the person is, by reason of advanced age, infirmity, mental or physical illness or other disability, unable adequately to provide for his or her personal needs or to manage his or her financial affairs. The effective date of such incapacity shall be the date of the decree adjudicating the incapacity, the date of the decree appointing the conservator, or the date of the doctor's certificate, as the case may be. 7.2 waiver of Privilege. I hereby voluntarily waive any physician -patient privilege that may exist in my favor and I authorize physicians to examine me and disclose my physical or mental condition in order to determine my incapacity or capacity for purposes of this document. M VOL 1847 PAGE 487 ARTICLE EIGHT MISCELLANEOUS The following provisions shall apply to this Durable Power of Attorney: - 8.1 Definition of Descendants. As used in this document, my "descendants" shall include my lineal issue of all degrees, and references to my descendants or children shall include descendants by adoption as well as by birth. 8.2 Photostatic Copies. Only one original of this document has been executed. All parties dealing with you are authorized to rely fully on a photostatic copy of the original, executed document. 8.3 Severability. If any provision of this document is not enforceable or is not valid, the remaining provisions shall remain effective. 8.4 Exculpation. Neither you nor any of your substitutes shall incur any liability to me, my estate, my heirs, successors, or assigns for acting or refraining from acting hereunder, except for willful misconduct or gross negligence. Neither you nor your substitutes shall have responsibility to make my assets productive of income, to increase the value of my estate, to diversify my investments, or for entering transactions authorized by this document with yourself so long as you believe such actions are in my best interests or in the best interests of my estate and those interested in my estate. 10. VOL ISU PAGE 488 8.5 Governing Law. This document shall be governed by the laws of the State of California in all respects. I execute this Durable Power of Attorney on August 1991, at Florida. Principal M e.f o d e -e- J. Sample Signature of Attorney: 11. Attorney -in -Fact )-e-e- C-,?. N) 6 m o-tL VOL IS47 PAGE489 DURABLE POWER OF ATTORNEY WARNING TO PERSON EXECUTING THIS DOCUMENT THIS IS AN IMPORTANT LEGAL DOCUMENT. IT CREATES-ADURABLE POWER OF ATTORNEY. BEFORE EXECUTING THIS DOCUMENT, YOU SHOULD KNOW THESE IMPORTANT FACTS: 1. THIS DOCUMENT MAY PROVIDE THE PERSON DESIGNATED AS YOUR ATTORNEY IN FACT WITH BROAD POWERS TO DISPOSE, SELL, CONVEY, AND ENCUMBER YOUR REAL AND PERSONAL PROPERTY. 2. THESE POWERS WILL EXIST FOR AN INDEFINITE PERIOD OF TIME UNLESS YOU LIMIT THEIR DURATION IN THIS DOCUMENT. THESE POWERS WILL CONTINUE TO EXIST NOTWITHSTANDING YOUR SUBSEQUENT DISABILITY OR INCAPACITY. 3. YOU HAVE THE RIGHT TO REVOKE OR TERMINATE THIS DURABLE POWER OF ATTORNEY AT ANY TIME. 12. STATE OF CALIFORNIA ) VAS47 i PAGE 400 ` ) ss. COUNTY OF 1 prrl C1 ) On this �clA� day of Pu U 4sri' 1901�, before me, v the undersigned, a Notary Public in and for said County and State, personally appeared 1�dQe.�� ►,JobAAc,-.�, known to me or proved to me on satisfactory evidence to be the person whose name is subscribed to the within Durable Power of Attorney, and acknowledged to me that 5K� executed the same. WITNESS my hand and official seal. UH -K AL M o�c �OlIN000lJMn No ary Public � [SEAL] 13. END OF DOCUMENT 91-056103 SEP 4 1991 Doc --nt No,, Date _ STATEMENT OF TAX DUE AND REQUEST THAT STAMPS NOT 3E J' -ADE A PRRT OF THE PERISANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (Pursuant to Section 11934 R 6 T Code and Section 12 of Napa County Ord No, 270) To - MARIN VApW County Recorders Request is hereby made in accordance with the provisiona of the Documen Stamp Act that stamps be affixed to this form for later affixing to the accompanying document which names: SAN RAFAEL REDEVELOPMENT AGENCY (Name of one grantor or lessor) and LEE NOBMANN and MELODEE NOBMANN (Name of one grantee or lessee) Prop -arty described in the accompnying document is located in CITY OF SAN RAFAEL (Show name of city or unincorp,). The amount of tax due on the accompanying document is $ 10,289.25 Stamps are affixed in said amount. M ,44 O Affix Stamps Here r iC. Y' Z.> Documentary Transfer Tax $ _ 0 , 289 . 2 5 _---_ : �= p ;a rn -K Computed on full value cf Property Conveyed, or�,O `' r Ccrnpu'ed on full vc{uc !ass ;icr.s cncucibrcr.ces O�� eJ C mtm rn cn z v.. remoinin thereen c# time w sale. _� C. tn --i T Signature O. C!CC:afadC;eflTlning tax J (Signature of party or agent) NOTEt After the permanent record is made, this form will ba affixed to the conveying document and returned with it, RECORDED AT REQUEST OF CAL LAND TITLE Recording Requested By, and When Recorded Mail To: 51-05E 3 Recorded Otticial Records County of MARIN JAMES DAL BON Recorder a:00am 4 -Sep -91 San Rafael Redevelopment Agency 1400 Fifth Avenue San Rafael, CA 94902 �-Vk-�. TLS GRANT DEED 8' [ fir- E �O- `+° S G -• �'....'L�, i I I Rec Fee 17.00 1 NOR 20.00 1 Check 37.00 BG 5 SAN RAFAEL REDEVELOPMENT AGENCY, a public body, corporate and politic, herein called "Grantor", acting to carry out a redevelopment plan under the Community Redevelopment Law of husband anc California, hereby grants to Lee Nobmann and Melodee Nobmann / wife as herein collectively called "Grantee", the real property situated communis in the City of San Rafael, County of Marin, State of California, propert, more particularly described in Exhibit A attached hereto, hereinafter referred to as "Property". SUBJECT, however, to easements of record, the Central San Rafael Redevelopment Plan, hereinafter called the "Plan", which is dated November 7, 1974, and was adopted by Ordinance No. 1079 of the City Council of the City of San Rafael on November 20, 1974, and recorded at Book 2639, Page 417, Official Records of Marin County and all amendments thereto. 1. (a) Grantee herein covenants by and for itself, its successors and assigns that: (i) The Property shall be devoted to, and only to and in accordance with, the uses specified in the Plan; (ii) There shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the grantees or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property. The foregoing covenant shall run with the land; and ~DOC HENTARY rRAXS►:R TRX S l r �-'l�' • S r•e�01Z Cemputed on full value of prapsrty conve,ad Goy° OR Ccmputed on full Value less hens and L encumbrances rc:iumirz al tiara of sale. 14102L.P50 08/28/91 Siguture of Declarant or AE_:+L ;',Wf ;,lnina tar �{ Firm Nerve OC-p.+p►w....,, r.eytma�aT+or�s��+.•w..,. - � (iii) In the sale, lease or occupancy of the Property, Grantee shall not effect or execute any agreement, lease, conveyance of other instrument whereby the Property, or any part thereof, is restricted upon the basis of race, color, creed, religion, sex, sexual orientation, marital status, ancestry, or national origin. Grantee, its successors and assigns, shall comply with all state and local laws, in effect from time to time, prohibiting discrimination or segregation by reason of race, color, creed, religion, sex, sexual orientation, marital status, ancestry, or national origin; (iv) Grantee agrees as to the portion of the property that is subject to public view (including all improvements from time to time erected thereon, includ4.ng paving, walkways, landscaping, ornamentation and beautification), to maintain such portions of the Property in good repair and in a neat, clean and orderly condition. In the event that there arises at any time prior to the expiration of the Plan a condition in contravention of the above maintenance standards, then upon the conclusion of a thirty (30) day period following written notice by Grantor to Grantee to cure the same, the Grantor shall have the right to perform all acts necessary to cure such a condition, or to take other recourse at law or equity the Grantor may then have and to receive from Grantee the Grantor's cost in taking such action. The parties hereto further mutually understand and agree that the rights conferred upon the Grantor expressly include the right to enforce or establish a lien or other encumbrance against the Property. (v) Grantee agrees that for a period of seven (7) years following the date of this Grant Deed, Grantee shall use the Property primarily for operation of a business for the sale of lumber, building supplies, hardware, tools and related items and services. (b) It is intended and agreed that the agreements and covenant provided in this Section 1 shall be covenants running with the land. In any event, and without regard to technical classification or designation, legal or otherwise, specifically provided in this Grant Deed, clauses 1(a)(i), 1(a)(ii), and 1(a)(iii) shall be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by Grantor, its successors and assigns, any successor in interest to the Grantee of the Property or any part thereof, and the owner of any other land (or of any interest in such land) which is subject to the land use requirements and restrictions of the Plan, against the Grantee, its successors and assigns to or of 14102L.P50 08/28/91 the Property of any part thereof of any interest therein, and any party in possession or occupancy of or any part thereof. In any event, and without regard to technical classification or designation, legal or otherwise, specifically provided in this Grant Deed, clauses 1(a)(iv) and 1(a)(v) shall be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by Grantor, its successors and assigns against the Grantee, its successors and assigns to or of the Property or any part thereof or any interest therein and any party in possession or occupancy of any part thereof. It is intended and agreed that the covenants provided in clauses 1(a)(i) and 1(a)(iv) hereof shall remain in effect until the termination of the Plan. It is intended and agreed that the covenants contained in clauses 1(a)(ii) and 1(a)(iii) hereof shall remain in full force and effect without limitation as to time. It is also intended and agreed that the covenants contained in clauses 1(a)(v) shall remain in effect for the time specified in that clause. 2. In amplification, and not in restriction, of the provisions of Section 1 above, it is intended and agreed that the Grantor shall be deemed a beneficiary of the agreements and covenants provided in Section 1 both for and in its own right and also for the purpose of protecting the interests of the community and the other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. Such agreements and covenants shall run in favor of Grantor for the entire period during which such agreements and covenants shall be in force and effect, without regard to whether Grantor has at any time been, remains, or is an owner of any land or interest therein to, or in favor of, which such agreements and covenants related. Grantor shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach of agreement or covenant, to which it or other beneficiaries of such agreement or covenant may be entitled, either by operation of law or in equity. 14102L.P50 08/28/91 IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed this 16t1day of May , 1991. GRANTOR: SAN RAFAEL REDEVELOPMENT AGENCY GRANTEE: LEE NOBMANN MELODEE NOBMANN STATE OF CALIFORNIA ) COUNTY OF MARIN ) On this 16th day of May, 1991, before me, A. M. MARCOTTE, a Notary Public in and for the said County and State, residing therein, duly commissioned and sworn, personally appeared PAMELA J. NICOLAI, personally known to me (or proved to me on the basis of satisfactory evidence) to be the Executive Director of the San Rafael Redevelopment Agency that executed the within document and acknowledged to me that San Rafael Redevelopment Agency did execute the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. a, 911), //. e67TC, A. M. MARCOTTE, NOTARY PUBLIC in and for said County and State 14102L.PSO 08/28/91 OFFICIAL SEAL A.M. MARCOTTE NOTMY RJEL"AUFORNIA- ftcwod Office in LIMN Carry f �y Cawi W Ex;im Nov. 8,19!1 EXHIBIT "A" All that certain real property situate in the City of San Rafael, County of Marin, State of California, described as follows: PARCEL A , as sbown upon that certain parcel map entitled, "Parcel Map being a 'Reversion to Acreage' and a Resubdivision of the Lands of the San Rafael Redevelop mt Agency", filed for record July 27, 1984 in Book 22 of Parcel Maps at Page 24, Marin County Records, ALL THAT PORTION of the parcel of land conveyed in the Deed fran Gallo Glass Cmpany to Pacific Gas and Electric Campany by Deed dated August 29, 1973 and receded S-ieL..L,,. 14, 1973 in Book 2725 of Official Records at Page 673, Marin Canty Reams, which lies Westerly of a line lying parallel to and 70.0 feet Westerly of (measured at right angles to) the centerline of an existing l;of towers as created an that Main Deed recorded Namnber 17, 1915 in Book 173 of Deeds at Page 359, Marin Canty Records of first party traversing the parcel of land conveyed in said Deed dated August 29, 1973. CAT. NO. NNO0627 TO 1944 CA (9-84) J TICOR TITLE INSURANCE (Individual) STATE OF CALIFORNIA COUNTY OF Napa SS. On August 30, 1991 before me, the undersigned, a Notary Public in and for NOBMANN said State, personally appeared LEE NOBMANN, MELODEE W a W Wpersonally known to me or I proved to me on the basis of satisfactory evidence to be F a the person swhose name s are subscribed to the� OFFICIAL SEAL � within instrument and acknowledged that they exe- DEBI CRAIG , cuted the same. s NOTARYPUBUC- CALIFORNIA WITNESS my hand and official seal. NAPA COUNTY My Comm.Expires May 3,1993 Signature CRAIG This area for officio seal) ( official notarial s ) Doc. -,nt No;, 91-056103 Date STATEMENT OF TAX DUE AND REQUEST THAT STAMPS NOT BE MADE A PART OF THE PER14ANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (Purouant to Section 11934 R & T Code and Section 12 of Napa County Ord, No,, 270) To " MARIN PAPA County Recorder: Request is hereby made in accordance with the provisions of the Document Starap Act that stamps be affixed to this form for later affixing to the accompanying document which names: SAN RAFAEL REDEVELOPMENT AGENCY (Name of one grantor or lessor) and LEE NOBMANN and MELODEE NOBMANN (Name of one grantee or lessee) Property described in the accompanying document is located in CITY OF SAN RAFAEL (Show name of city or unincorpo)- The amount of tax due on the accompanying document is $ 10,289.25 Stamps are affixed in said amount„ Affix Stamps Here Documentary Transfer Tax _10,289.25 _X Computed on full valu3 of Property Conveyed, or -- Cempu�sd on fu!I vcluc ;icns & encumbrances remoinin thereon at tin n of sale. -------- `----------- ------------ o; ec.ara Signatur�e nt determining tax (Signature of party or agent) NOTE: After the permanent record is made, this form will be affixed to the conveying document and returned with it. RECORDED AT REQUEST OF CAL LAND TITLE Recording Requested By, and When Recorded Mail To: San Rafael Redevelopment 1400 Fifth Avenue San Rafael, CA 94902 D- -l:), -41 \ 0 [�--kS-0- `+°, SG-• Agency I 'y I Recorded I Official Records I County of I MARIN I JAMES DAL BON I Recorder I 8:O0am 4 -Sep -91 I 1 GRANT DEED f r - - Rec Fee 17.00 NOR 20. UO Check 37.00 BG 5 SAN RAFAEL REDEVELOPMENT AGENCY, a public body, corporate and politic, herein called "Grantor", acting to carry out a husband and redevelopment plan under the Community Redevelopment Law of California, hereby grants to Lee Nobmann and Melodee Nobmann / Wife as herein collectively called "Grantee", the real property situated communit in the City of San Rafael, County of Marin, State of California, Property more particularly described in Exhibit A attached hereto, hereinafter referred to as "Property". SUBJECT, however, to easements of record, the Central San Rafael Redevelopment Plan, hereinafter called the "Plan", which is dated November 7, 1974, and was adopted by Ordinance No. 1079 of the City Council of the City of San Rafael on November 20, 1974, and recorded at Book 2639, Page 417, Official Records of Marin County and all amendments thereto. 1. (a) Grantee herein covenants by and for itself, its successors and assigns that: (i) The Property shall be devoted to, and only to and in accordance with, the uses specified in the Plan; (ii) There shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the grantees or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, , sublessees or vendees in the Property. The foregoing r covenant shall run with the land; and �fi�.;�,�P✓� 7,7 �r it 50 MENTARY `rot.lRZkiTR TiA a `� ty (,ort�uted a� full mue o' �rc��rty ca ved 0R COnputeu 0a lu:l va!I,e I:s Hvis and w p tl encembrarccs rcmaIn:�„ at t;�.:e ct sale. 14102L.P50 Signatu 08/28/91 :e Gt Cc:'asant or ,1_niea c :1 �istl� :nu�� Firm Nam 1 ?D- -7001 (iii) In the sale, lease or occupancy of the Property, Grantee shall not effect or execute any agreement, lease, conveyance of other instrument whereby the Property, or any part thereof, is restricted upon the basis of race, color, creed, religion, sex, sexual orientation, marital status, ancestry, or national origin. Grantee, its successors and assigns, shall comply with all state and local laws, in effect from time to time, prohibiting discrimination or segregation by reason of race, color, creed, religion, sex, sexual orientation, marital status, ancestry, or national origin; (iv) Grantee agrees as to the portion of the property that is subject to public view (including all improvements from time to time erected thereon, including paving, walkways, landscaping, ornamentation and beautification), to maintain such portions of the Property in good repair and in a neat, clean and orderly condition. In the event that there arises at any time prior to the expiration of the Plan a condition in contravention of the above maintenance standards, then upon the conclusion of a thirty (30) day period following written notice by Grantor to Grantee to cure the same, the Grantor shall have the right to perform all acts necessary to cure such a condition, or to take other recourse at law or equity the Grantor may then have and to receive from Grantee the Grantor's cost in taking such action. The parties hereto further mutually understand and agree that the rights conferred upon the Grantor expressly include the right to enforce or establish a lien or other encumbrance against the Property. (v) Grantee agrees that for a period of seven (7) years following the date of this Grant Deed, Grantee shall use the Property primarily for operation of a business for the sale of lumber, building supplies, hardware, tools and related items and services. (b) It is intended and agreed that the agreements and covenant provided in this Section 1 shall be covenants running with the land. In any event, and without regard to technical classification or designation, legal or otherwise, specifically provided in this Grant Deed, clauses 1(a)(i), 1(a)(ii), and 1(a)(iii) shall be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by Grantor, its successors and assigns, any successor in interest to the Grantee of the Property or any part thereof, and the owner of any other land (or of any interest in such land) which is subject to the land use requirements and restrictions of the Plan, against the Grantee, its successors and assigns to or of 14102L.P50 08/28/91 the Property of any part thereof of any interest therein, and any party in possession or occupancy of or any part thereof. In any event, and without regard to technical classification or designation, legal or otherwise, specifically provided in this Grant Deed, clauses 1(a)(iv) and 1(a)(v) shall be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by Grantor, its successors and assigns against the Grantee, its successors and assigns to or of the Property or any part thereof or any interest therein and any party in possession or occupancy of any part thereof. It is intended and agreed that the covenants provided in clauses 1(a)(i) and 1(a)(iv) hereof shall remain in effect until the termination of the Plan. It is intended and agreed that the covenants contained in clauses 1(a)(ii) and 1(a)(iii) hereof shall remain in full force and effect without limitation as to time. It is also intended and agreed that the covenants contained in clauses 1(a)(v) shall remain in effect for the time specified in that clause. 2. In amplification, and not in restriction, of the provisions of Section 1 above, it is intended and agreed that the Grantor shall be deemed a beneficiary of the agreements and covenants provided in Section 1 both for and in its own right and also for the purpose of protecting the interests of the community and the other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. Such agreements and covenants shall run in favor of Grantor for the entire period during which such agreements and covenants shall be in force and effect, without regard to whether Grantor has at any time been, remains, or is an owner of any land or interest therein to, or in favor of, which such agreements and covenants related. Grantor shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach of agreement or covenant, to which it or other beneficiaries of such agreement or covenant may be entitled, either by operation of law or in equity. 14102L.P50 08/28/91 IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed this 16t1day of May , 1991. GRANTOR: SAN RAFAEL REDEVELOPMENT AGENCY PA 4, 2 L lVC41 _ By: GRANTEE: rte - LEE NOBMANN ��� ME ODEE NOBMANN STATE OF CALIFORNIA ) COUNTY OF MARIN ) On this 16th day of May, 1991, before me, A. M. MARCOTTE, a Notary Public in and for the said County and State, residing therein, duly commissioned and sworn, personally appeared PAMELA J. NICOLAI, personally known to me (or proved to me on the basis of satisfactory evidence) to be the Executive Director of the San Rafael Redevelopment Agency that executed the within document and acknowledged to me that San Rafael Redevelopment Agency did execute the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. a , (& 7/_1i.1,r1 0o -c. A. M. MARCOTTE, NOTARY PUBLIC in and for said County and State 14102L.P50 08/28/91 OFFICIAL SEAL A.M. MAACOTTE NOTARY PIJEL"AUFORNIA- Pmripd Offie n MffM U" ter Camrtscbn Egiu Nor. 6,1 W EXHIBIT "A" 1 All that certain real .h LY situate in the City of San Rafael, County of Marin, State of California, described as follows: PARCEL A , as shown upon that certain parcel map entitled, "Parcel Map being a 'Reversion to Acreage' and a Resubdivision of the Lands of the San Rafael Redevel.�-•.=•L Agency", filed for record July 27, 1984 in Book 22 of Parcel Maps at Page 24, Marin County Records. PARCEL TWO: ALL THIN PORTION of the parcel of land conveyed in the Deed from Gallo Glass Company to Pacific Gas and Electric Company by Deed dated August 29, 1973 and iV. Ged September 14, 1973 in Book 2725 of Official Records at Page 673, Marin County R--.- Com, which lies Westerly of a line lying parallel to and 70.0 feet Westerly of (measured at right angles to) the -c.. U line of an existing 1; of towers as created in that certain Deed November 17, 1915 in Book 173 of Deeds at Page 359, Marin County Records of first party traversing the parcel of land conveyed in said Deed dated August 29, 1973. CAT. NO. NNO0627 TO 1944 CA (9-84) J TICOR TITLE INSURANCE (Individual) STATE OF CALIFORNIA COUNTY OF Napa SS- On August 30, 1991 before me, the undersigned, a Notary Public in and for NOBMANN said State, personally appeared LEE NOBMANN, MELODEE W a: W W , personally known to me or proved to me on the basis of satisfactory evidence to be a the person swhose name s are subscribed to the OFFlCIALSEAL within instrument and acknowledged that they exe- DEBI CRAIG cured the same. WITNESS my hand and official seal. "e NOTARY PUSUC - MTORN(A NAPA COUNTY My Com. ExphesMay 3. 1993 V �\ Signature 7JEB7( CRAIG This area for official notarial seal Doc,.., ; nt No. y:j T �, 91-056103 Date STATEMENT OF TAX DUE AND REQUEST THAT STAMPS NOT BE RADE A PART OF THE PER11ANENT RECORD IN THE OFFICE OF THE COLTI1 Y RECORDER (Pursuant to Section 11934 R & T Code and Section 12 of Napa County Ord. Nom 270) To . MARIN $Ahs' County Recorders Request is hereby made in accordance with the provisions of the Document Stamp Act that stamps be affixed to this form for later affixing to the accompanying document which names: SAN RAFAEL REDEVELOPMENT AGENCY (Name of one grantor or lessor) and 1. LEE NOBMANN and MELODEE NOBMANN (Name of one grantee or lesBee) J Property described in the accompanying document is located in CITY OF SAN RAFAEL (Show name of city or unincorp.). The amount of tax due on the accompanying document is $ 10,289.25 Stamps are affixed in said amount„ Affix Stamps Here Documentary Transfer Tax $ __�__._ 10,289.25 .X Computed on full val-j2 of Propert,, Conveyed, or -- Comr-u-sd on fu!l vcduc ;icns & cncuribrances remoinin�tljer�r-n at till -.L o� sale. ----___J_) Y -- ----- ------------------ Signature ur declarant :r a. ant determining tax (Signature of party or agent) NOTE: After the permanent record is made, this form will he affixed to the conveying document and returned with it. •_ r,tQT RECORDING REQUESTED REQUESTED BY �J '"' 1' C I��Jv� TICOR TITLE INSURAN�- RECORDED AT REQUEST OF ESCROW #64761 -DC 91-056104 CAL LAND TIT& !�9 f 8- C► AND WHEN RECORDED MAIL TO JameLEE PERRY NOBMANN l �: T ; t-'•.S� G)Rfi:i"t treet MELODEE J. NOBMANN !. N ►ddress C/O SHARTSIS, FRIESE & GINSBURG :ity & ONE MARITIME PLAZA, 18TH FLOOR _ Mate LSAN FRANCISCO, CA 94111 J ATTN: ROB WEXLER MAIL TAX STATEMENTS TO r— Jame .r ; AS PREVIOUSLY DIRECTED Fr<<li\LII: Lt,i=. {.I;,Ly' Wdr lddress ,� � :ity & ? State L N�o ,J SPACE ABOVE THIS LINE FOR RECORDER'S USE CAT. NO. NN00580 Individual Quitclaim Deed TO 1922 CA (2-83) THIS FORM FURNISHED BY TICOR TITLE INSURERS A.P.N. 18-180-49 The undersigned grantor(s) declare(s): J z Documentary transfer tax is $ NO CONSIDERATION c a ( ) computed on full value of property conveyed, or -- ( ) computed on full value less value of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: ( Xx) City of San Rafael , and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, GOLDEN STATE LUMBER COMPANY hereby REMISES, RELEASES AND QUITCLAIMS to LEE PERRY NOBMANN and MELODEE J. NOBMANN, husband and wife, as Community Property the following described real property in the City of San Rafael County of Marin , State of California: LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A". THE PURPOSE OF THIS INSTRUMENT IS TO RELINQUISH ANY LEASEHOLD INTEREST THAT THE GRANTOR HAS IN AND ON SAID PROPERTY. Dated: August 29. 1991 _ QQLDEN STATE LUMBER COMPANY ��Y:��� STATE OF CALIFORNIA LEE P. NOBMANN, President COUNTY OF SS. On August 30, 1991 Wdlre, me, the undersigned, a Notary Public in and f td State, personally appeared personally known to me or d to me on the basis of sat- isfactory evidence to be t erson_whose name subscribed to the ' in instrument and acknowledged that a uted the same. WITNESS and and official seal. u re (This area for official notarial scal) Title Order No Escrow or Loan No. MAIL TAX STATEMENTS AS DIRECTED ABOVE r.At11bli "H IT�.�«: J •�� All that certain real F,L�LL., situate in the City of San Rafael, County of Marin, State of California, described as follows: PARCEL ONE: PARCEL A , as shown upon that certain parcel map entitled, "Parcel Map being a 'Reversion to Acreage' and a Resubdivision of the Lands of the San Rafael Redevelopment Agency", filed for record July 27, 1984 in Book 22 of Parcel Maps at Page 24, Marin County Records. ALL THAT PORTION of the parcel of land conveyed in the Deed from Gallo Glass Company to Pacific Gas and Electric CcnPany by Deed dated August 29, 1973 and S=_rL=dL,=4. 14, 1973 in Book 2725 of Official Records at Page 673, Marin County Records, wick lies Westerly of a line lying parallel to and 70.0 feet Westerly of (measured at right angles to) the centerline of an existing line of towers as created an that certain Deed recorded November 17, 1915 in Book 173 of Deeds at Page 359, Marin County Records of first party traversing the parcel of land conveyed in said Deed dated August 29, 1973. CAT. NO. NNO0737 TO 1945 (Corporation) —841 JJ TICOR TITLE INSURANCE STATE OF CALIFORNIA COUNTY OF Napa SS. On August 30, 1991 before me, the undersigned, a Notary Public in and for said State, personally appeared LEE P. NOBMANN personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed a the within instrument as the W = .j Preside / 4 4 44 44 4 44 4 4 4 44 / / J s cHPI U ' `< p iledltblr/id/t 15 s Jf/s4U dt6/� �4d'pUWic1Vd' i • ,�OFFICIAL SEAL W I1�6d/�,/1,�/E�l46MIrMNiflfof�>'u/�e/n�/�EIdd DEBI CRAIG / / / / / / / / / /,4E=� y NOTARY FU8uC . CAIFORN{A ' that executed the within instrument and acknowledged A COUNTY � aM� M►!i Comm. Expires May 3, 1993 > to me that such corporation executed the within instru- ment pursuant to its by-laws or a resolution of its board of directors. WITNESS my handl and official seal. Signature ,r /� (This area for official notarial seal) 91-056108 'i;RCED AT RE4t)EST Of k--ORDED AT REQUEST OF CAL LAND TITLE I RECORDING REQUESTED BY IMPERIAL BANK WHEN RECORDED MAIL TO IMPERIAL BANK Note Center 9920 S. La Cienega Blvd. Inglewood, California 90301 Oakland Regional .�j�,�� . ik- t 5.- E9? 1 f' P —'I AM 8: 00 t;; RE'a'0 DS CA( IFCRNIA !::}`=.=., J. OAL BON 'Y INDEX AS DEED OF TRUST AND ASSIGNMENT OF RENTS SPACE ABOVE THIS LINE FOR RECORDERS USE DEED OF TRUST AND ASSIGNMENTS OF RENTS BY THIS DEED OF TRUST, made on by Lee P. Nobmann arra Melodee J. Ncbmann, his wife, as comramity properry whose address is 150 S. Junction Road (Number and Street) Vallejo CA (City) (state) Real Estate Loan Short Form August 31 19 91 , herein called Trustor, 94590 (zip Code) to IMPERIAL BANCORP, a California corporation as Trustee, for the benefit of IMPERIAL BANK, a California corporation,as Beneficiary, Trustor irrevocably GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE IN TRUST, WITH POWER OF SALE, all that property in the City of San Rafael County of Marin State of California, described as: AS PER ISL DESCRIPTION A71ACIM HERETO AND BY THIS ttrr r;xrav� MADE A PART HEREOF, CONSISTING CIF ONE (1) PAGES, MAY*= MMMT W. SEE RIDER TO DEED CF TRUST w rx;u.L w BY A NCN—BORROWER TRUSTOR ATTACHED tir:ty jai AND BY THIS x=r.: uA% m INCORPORATED HEREIN. and commonly known as 600 W. Francisco Blvd., San Rafael, California INCLUDING (a) all appurtenances and easements and rights of way used in connection therewith or as a means of access thereto; (b) all buildings, improvements and fixtures now or hereafter placed thereon, it being understood and agreed that all classes of property attached or unattached used in connection therewith shall be deemed fixtures; and (c) any water rights and/or the stock of any water company which rights and/or stock are appurtenant or pertain to said property. TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority hereinafter' hi' � given to and conferred upon Beneficiary to collect and retain such rents, issues and profits prior to any default hereunder. HE. This is one of five Deeds of Trust taken Security and Loan Agreement FOR THE PURPOS OF SECURING: (1) Payment of the indebtedness with interest thereon evidenced by a Mat'rr%►�> i�r/,jlt;t executed by XXXW, dated Auqust 31 .19 91 , in the principal sum of s 4, 800, 000.00 rP,7;a'LM 1EP payable to Beneficiary or order, and all modifications, extensions or renewals thereof; (2) Payment of such additional sums wr interest thereon as the then record owner of said property may hereafter borrow from Beneficiary, when evWed by another n¢ (or notes) or any agreement reciting that it is so secured; (3) Performance of c agreement of Trustor incorporated herein b reference or contained herein; and (4) Performance of each agreement of TYiQWontained in any building loan agreement entered II ' into between 10O nd Beneficiary for the construction of improvements on said property and in any and all agreements executed by Trustor for the purpose of further securing any obligations secured hereby. In the event the herein described property or any part thereof, or any interest therein is sold, agreed to be sold, conveyed, transferred, disposed of, further encumbered, or alienated by Trustor or by the operation of law or otherwise without the written consent of Beneficiary first obtained, all obligations secured by this instrument, irrespective of the maturity dates expressed therein, at the option of the holder beneficiary, and without demand or notice shall immediately become due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require such consent to future or successive transactions. GOLDEN STATE LUMBER, INC. See Fel a3 Ptvvisian att-adiac ai Adfar5im to 'a'll HERE * * RE 1 (REV 5/84) and GOLDEN STATE LUMBER, INC . , Debtor Daoc. Cf `timet h *** GOLDEN STATE LUMBER, INC., Debtor .Y � DO NOT RECORD 1. To complete promptly and inggood and skillful manner any .building or improvement which may be begun on said property, and to pay whrn due nil costs and liabilities incurred therefor or in con- nection therewith, and if the loan secured hereby or any part there- of, is obtained for the purpose of construction of improvements on said property, anything in the Deed of Trust to the contrary not- withstanding: (a) to commence and complete such improvements promptly and in any event both with respect to commencement and completion; not later than the times specified in the building loan agreement; (b) to complete the same in accordance with plans and specifications satisfactory to the Beneficiary; (c) to allow Beneficiary to inspect said property at all times during construction; (d) to re- place, within fifteen (15) days after written notice from Beneficiary; any work or materials unsatisfactory to Beneficiary, which notice may be given to Trustor by registered mail, sent to his last -known address, or by personal service; and (e) that no cessation of the con- struction of such improvements shall continue, for any reason what- soever, for a period of five (5) days or more. 2. To maintain said property in good condition and repair; not to remove, demolish or substantially alter any building or improvement thereon; not to permit any building or improvement thereon to re- main vacant or unoccupied for more than six (6) consecutive months; to restore promptly and in good and skillful manner any improve- ment thereon which is damaged or destroyed, and to pay when due all costs and liabilities incurred therefor or in connection therewith; to comply with all laws ordinances, regulations, covenants, condi- tions, and restrictions affecting said property or requiring any altera- tions or improvements to be made thereon; not to commit, suffer or permit any waste thereof or any act upon said property in violation of law of covenants, conditions or restrictions affecting said property; to perform, in the event that all or any portion of said property con- stitutes a leasehold estate belonging to Trustor, each and every obli- gation of Trustor under the terms of the lease agreement and to re- frain from taking action prohibited, as necessary, to preserve and protect the leasehold estate and the value thereof; if said lands are agricultural, properly to harvest and care for the crops at any time growing thereon or produced therefrom, also to cultivate, irrigate, fertilize spray, fumigate, and prune; and to do all other acts which from the character or use of the property are reasonably necessary to protect and preserve said property, the specific enumerations herein not excluding the general. Trustee, upon presentation to it of an affidavit signed by Beneficiary setting forth facts showing a de- fault by Trustor under this paragraph or paragraph (1) above, it is authorized to accept as true and conclusive all facts and statements therein, and to act thereon hereunder. 3. To provide and maintain in force, at all times, fire and such other types of insurance policies covering said property as Beneficiary may from time to time require, each in an amount satisfactory to and with loss payable to Beneficiary, and to deliver such policy or policies to Beneficiary together with written evidence showing pay- ment of the premium therefor. No such policy shall be cancellable except after ten (10) days' written notice to Beneficiary. Each such policy shall be for a term and in form and content and to such com- panies as may be satisfactory to Beneficiary, and shall remain in the possession of Beneficiary as further security for performance of the obligations secured hereby. At least thirty(30) days prior to the ex- piration of any such insurance policy, a policy or policies renewing or extending the expiring insurance shall be delivered to Beneficiary together with written evidence showingayment of the premium therefor. If any such insurance policy andevidenceof the payment of the premium therefor are not so delivered to Beneficiary, Benefic- iary shall have the right but without obligation so to do, without notice or demand upon Trustor and without releasing Trustor from any obligation hereof, to obtain such insurance, pay the premium therefor and add the amount thereof to the indebtedness secured hereby. �keither Trustee nor Beneficiary shall be responsible for such insurance or for the collection of any insurance proceeds or for the insolvency of any insurer or insurance underwriter. Any and all un- expired insurance shall inure to the benefit and pass to the purchaser of said property at any Trustee's sale held hereunder. Any part or all of the amount collected under any such fire or other insurance policy may, at the option of Beneficiary, be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine or, without reducing the indebtedness secured here- by, used by Beneficiary to replace, restore or reconstruct the ppropert covered by this Deed of Trust to a condition satisfactory to Benefici- ary, or released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 4. To appear in and defend, and Beneficiary or Trustee, or both, shall have the right to appear in and defend, any action or proceeding purporting to affect the security hereof, or the rights, powers, duties or liabilities of Beneficiary or Trustee, or both, hereunder, or the payment of any funds in the possession of either Beneficiary or ustee arising out of or in connection with this Deed of Trust, and any action to which either Beneficiary or Trustee, or both, is made a party by reason of its interest in said property and, in connection therewith, Trustor shall pay all costs and expenses in any such action or proceeding and in any action by Trustee or Beneficiary or both, to foreclose this Deed of Trust or to enforce any right of trustee or Beneficiary hereunder, including but not limited to, costs of evidence of title and reasonable attorneys fees incurred by Trustee or Bene- ficiary, or both, in any such action or proceeding, whether or not the same proceeds to judgment, and Beneficiary or Trustee shall have the right, but shall not be obligated, to apply any funds of Trustor in the possession of either Beneficiary or Trustee toward payment of said costs and expenses. 5. To pay (a) at least ten (10) days before delinquency, all taxes and assessments affecting said property, all assessments upon water company stock and all rents, assessments and charges for water ap- purtenant to or used in connection with said property; (b) when due, all encmbrances charges and liens, with interest, on said property, or any part thereof, which appear or be prior to superior thereto; and (c) all costs, fees and expenses of this Trust; and, if and as required by Beneficiary, to pay to Beneficiary in equal monthly installments sufficient funds (as estimated by Beneficiary from time to time) to pay when due the next maturing taxes and assessments affecting said property and premium for the insurance required by Beneficiary hereunder. When provided with sufficient funds, Beneficiary shall pay such taxes assessments and premiums before delinquency. Any amount so paiA to Beneficiary in excess of the amount required for such purposes shall be held for future use for such purposes, applied to any indebtedness secured hereby, with interest, or refunded to trustors at beneficiary's option. 6. If Trustor fails w make any Payment or Ido any act as herein provided Beneficiary or Trustee, but without obligation so to do and with or without notice to or demand upon Trustor without re- leasing Trustor from any obligation hereof, may (a) make or do the same in such manner and to such extent as either Sal necessary to protect the security hereof, Beneficiary and Trustee being authorized rt to enter upon said propey, for such purpose; (b) pay, purchase, contest or compromise any encumbrance, charge, or lien which in the judgment of either appears to be superior hereto; and (c) in exer- cising any such power, incur and pay necessary expenses, including reasonable attorney's fees. 7. To pay immediately and without demand all sums expended hereunder by Beneficiary or Trustee, with interest from date of ex- penditure at the Prime Rate charged by Imperial Bank. B. Any award of damages made in connection with the condemna- tion for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary, who may apply or release any monies received by it therefor in the same manner and with the same effect as above provided for the disposition of pro- ceeds of fire or other insurance, and Trustor will execute such further assignments of any such award as Beneficiary or Trustee requires. 9. The acceptance by Beneficiary of any payment less than the amount then due shall be deemed an acceptance on account only and shall not constitute a waiver of the obligations of Trustor to pay the entire sum then due or of Beneficiary's right either to require prompt payment of all sums then due or to declare a default. The ac- ceptance of payment of any sum secured hereby after its due date will not waive the right of Beneficiary either to require prompt pay- ment when due of all other sums so secured or to declare a default for failure so to pay, and no waiver of any default shall be a waiver of any preceding or succeeding default of any kind. 10. Trustee or Beneficiary may enter upon and inspect said property at any reasonable time, and Beneficiary shall have the right at any reasonable time to inspect Trustor's books and records relating to said property. Trustor agrees to furnish to Beneficiary such state- ments and other data relating to said property as Beneficiary may from time to time request. 11. At any time or from time to time, without liability therefor and with or without notice, upon written request of Beneficiary and pre- sentation of this Deed of Trust and said promissory note for endorse- ment and without affecting the liability of any person for payment of the indebtedness secured hereby, or the effect of this Deed of Trust upon the remainder of said property for the full amount of the indebtedness then or thereafter secured hereby, or the rights or powers of Beneficiary or Trustee with respect to the remainder of said property, Trustee may reconvey any part of said property, con- sent to the making of any map or plot thereof, join in granting any easement thereon, or join in any extension agreement, or any agree- ment subordinating the lien or charge hereof. 12. Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said promissory note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." Five (5) years after issu- ance of such full reconveyance, Trustee may destrov said promissory note and this Deed of Trust. Such reauest and reconvevane.e shall operate as a reassignment of the rents, issues and profits hereinabove assigned to Trustee. 13. If default is made in the nayment. of Any indebtedness or in the performance of any agreement secured hereby, Beneficiary, with or without notice to Trustor, may declare all sums secured herebpp im mediately due and payable by instituting suit for the recovery there- of or for the foreclosure of this Deed of Trust or by delivering to Trustee a written declaration of default and demand for sale, and written notice of default and election to cause said property to be sold, which notice Trustee shall cause to be filed for record. If such declaration is delivered to Trustee, Beneficiary shall also deposit with Trustee this Deed of Trust, said promissory note and all documents evidencing expenditures secured hereby. 14. After the time then required by law has elapsed after recordation of such notice of default, and notice of sale having beengiven as then reauired by law, Trustee, with or without demand on Trustor shall sell said property at the time and place fixed in the notice of sale, either as a whole or in separate parcels and in such order as Trustee determines, at public auction, to the highest bidder, for cash in lawful money of the United States, pavable at the time of sale. Trustee may postpone from time to time sale of all or any portion of said property by public announcement at the time and place of sale originally fixed or fixed at the last preceding postponed time. Trustee shall deliver to the purchaser its deed conveying the property sold, but without any covenant or warranty, express or imped. The recit. als in such deed shall be conclusive proof of the truthfulness thereof. Trustor, Trustee, Beneficiary, or any other person may purchase at the sale. 15. After deducting all costs, fees and expenses of Trustee and of this trust including the cost of evidence of title and reasonable at- torney's Fees in connection with such sale, Trustee shall apply the proceeds of the sale to payment of: (a) all sums expended under the terms hereof and not theretofore repaid, with interest from date of expenditure at the Prime Rate charged by Imperial Bank and, (b) all other sums then secured hereby in such order as Beneficiary, in the exercise of its sole discretion, directs. The remainder, if any, shall be paid to the person or persons legally entitled thereto. 16. Before any such sale, Beneficiary may rescind the notice of de- fault and of election to cause said property to be sold by delivering to Trustee a written notice of rescission, which notice, when record. ed, shall cancel any prior declaration of default demand for sale, and acceleration of maturity. The exercise of such right of rescission shall not constitute a waiver of any default then existing or subse- quently occurring or impair the right of Beneficiary to deliver to Trustee other dec arations of default and demands for sale or notices of default and of election to cause said property to be sold or other- wise affect anyprovision of said promissory note or of this Deed of Trust or any of the rights or remedies of Beneficiary or Trustee hereunder. VU NUT HLUILIAu 1.7. That as additional security, Trustor shall, upon request, give such further written assignments of the rents issues and profits of said property, the lessor's interest in any or all leases and Trustor's Interest in any or all agreements, contracts, licenses and permits af- fecting said property and all security for the performance of such leases as Beneficiary or Trustee requires, such assignments to be made by instruments in form satisfactory to Beneficiary; but no such assign- ment shall be construed as a consent by Beneficiary to any lease, agreement, contract, license or permit so assigned, or to impose upon Beneficiary any obligations with respect thereto. 18. Not to cancel any of the leases now or hereafter assigned to Beneficiary pursuant to paragraph (17) above, or terminate or ac- cept a surrender tereof, or reduce the amount of rent thereunder, or modify any of said leases or accept any prepayment of rent there- under (except any amount, not exceeding two (2) month's rent, which may be said to be prepaid by the terms of any such lease) without first obtaining on each occasion, the written approval of Beneficiary. 19. To perform each and every obligation of the landlord under each of the leases now or hereunder assigned to Beneficiary pursuant to paragraph (17) above. 20. That as additional security, Trustor hereby transfers and assigns to Beneficiary, effective upon any default in the payment of any in- debtedness or the performance of any agreement secured hereby, the rents, issues and profits of said property, reserving to Trustor the right, prior to any such default, to collect and retain such rents issues and profits as but not before they become due and payable. Said as- signment to Beneficiary shall be prior and superior to the assignment of said rents, issues and profits to Trustor hereinabove set forth and, upon any such default, shall be absolute, not only as to amounts ac- cruingg thereafter but also as to amounts then accrued and unppaid, and Trustor's right to collect such rents, issues and profits shall there- upon cease. In the event of default, Beneficiary may, at any time, with or without notice and without regard to the adequacy of its security for the indebtedness secured hereby, either in person or by an agent or by a receiver appointed by the court, (a) enter upon and take possession of said property, or any part thereof, and manage and control it in Beneficiary's discretion; and (b) with or without taking possession, sue or otherwise collect such rents, issues and profits, whetherpast due or coming due thereafter, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any obligation secured hereby and in such order as Beneficiary determines. None of the aforesaid acts shall cure or waive any default or notice of default hereunder or invalidate any acts done pursuant to any such notice. Beneficiary shall not be re- quired to act diligently in the care or management of thepproperty or in collecting any such rents, issues and profits, and shall be account- able only for sums actually recei. A. 21. If this Deed of Trust or any promissory note secured hereby pro- vides for any penalty for prepayment of any indebtedness secured hereby, Trustor agrees to pay said penalty if any of said indebted- ness is paid prior to the due date thereof stated in said promissory note or this Deed of Trust even if and notwithstanding Trustor shall have defaulted in payment thereof or in the performance of any a- greement secured hereby, and Beneficiary, by reason thereof, shall have declared all sums secured hereby immediately due and payable. Trustor shall pay Beneficiary for each and any Beneficiary's state- ment furnished at Trustor's request the maximum fee allowed byy law pursuant to Sections 2943 and 2954 of the Civil Code of Calif- ornia and all amendments thereto, the provisions of which are incorp- orated herein by reference and made a part hereof. Such fee shall be computed as of the time such statement is furnished. Beneficiary may also charge Trustor a reasonable fee for any other service rendered Trustor, or on Trustor's behalf, in connection with this Deed of Trust, or the indebtedness secured hereby including without limiting the generality of the foregoing, the delivery to an escrow holder of a re- quest for full or partial reconveyance of this Deed of Trust, trans- mitting to an escrow holder any sums, payment of which is secured hereby, changing its records pertaining to this Deed of Trust and the indebtedness secured hereby to show a new owner of said property, and replacing an existing policy of fire or other insurance held by Beneficiary hereunder with another such policy. Any such charge shall be secured hereby and Trustor agrees to pay the same, together with interest from the date of such charge at the Prime Rate charged by Imperial Bank immediately and without demand. 22. To pay a late charge in the amount specified in said promissory note. 23. Without affecting the liability of Trustor oil of any other party now or hereafter bound by the terms hereof for any obligation se- cured hereby, Beneficiary may, in such manner, upon such terms and at such times as it deems best and without notice or demand, extend or change the time or manner for the payment of any indebtedness or the performance of any agreement secured hereby, increase or re- duce the rate of interest on any such indebtedness, release any person now or hereafter liable for the payment of any such indebtedness or the performance of any such agreement, accept additional or substit- uted security therefor and alter, substitute, release or subordinate any such security. 24. No remedy hereby given to Beneficiary or to Trustee is exclusive of any other remedy hereunder or under any present or future law. 25. If default is made in payment of an indebtedness or in the per- formance of any agreement secured here byy and if any such indebted- ness or agreement is secured at any time by any other instrument or in any other way, Beneficiary shall not be obligated to resort to any such security in any particular order, or at all, and the exercise by Beneficiary of any right or remedy with respect to any othersecurity shall not be a waiver of or limitation upon the right of Beneficiary to exercise, at any time or from time to time thereafter, any right or remedy with respect to this Deed of Trust. 26. In the event the herein described property or any part thereof, or any interest therein is sold, agreed to be sold conveyed, transferred, disposed of, further encumbered, or alienateA by Trustor or byy the operation of law or otherwise without the written consent of Bene ficiary first obtained, all obligations secured by this instrument, ir- respective of the maturity dates expressed therein, at the option of the holder beneficiary, and without demand or notice shall immedi- ately become due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require such consent to future or.successive transactions. 27. In the event of the passage after the date of this Deed of Trust of any law of the State of California deducting from the value of real property for the purposes of taxation any lien thereon, or chang- ing in any way the laws for the taxation of Deeds of Trust or debts secured thereby for State or local purposes, or the manner of the col- lection of any such taxes so as to effect this Deed of Trust or said promissory note, Beneficiary, with or without notice to Trustor, may declare all sums secured hereby immediately due and payable. 28. Beneficiary may, from time to time, by instrument in writing, substitute a successor or successors to any trustee named herein or acting hereunder, which instrument, when executed and acknow- ledged by Beneficiary and recorded in the office of the recorder of the county or counties where said property is situated, shall be con- clusive proof of proper substitution of such successor trustee or trustees, who shall, without conveyance from their predecessor trus- tee succeed to all its title, estate, rights, powers and duties here- unAer. Said instrument must contain the name of the original Trust- or, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address of the new trus- tee. If notice of default has been recorded, this power of substitution cannot be exercised until after the costs, fees and expenses of the then acting trustee have been paid to such trustee who shall endorse receipt thereof upon such instrument of substitution. The procedure herein provided for substitution of trustees shall be exclusive of all other provisions for substitution, statutory or otherwise. 29. This Deed of Trust applies to, inures to the benefit of, and binds, Trustor, Trustee and Beneficiary, their heirs, legatees, deviseeB, ad- ministrators executors successors and assigns. The term Beneficiary means IMPERIAL BALK as long as it continues to be the owner and holder of said promissory note, and thereafter it means the owner and holder, including pledgees, of said promissory note even though not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires the singular number includes the plural, and all obligations of each Trustor are joint and several, 30. That Trustee accepts this trust when this Deed of Trust duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of any pend- ing sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee is a party unless brought by Trustee. REQUEST FOR FULL RECONVEYANCE To Be Used Only When Note Has Been Paid A reconveyance will be issued upon presentation to Imperial Bancorp of this request properly signed and accompanied by the recon- veyance fee, the Deed of Trust, the original note or notes secured by said Deed of Trust and any receipt or document evidencing any other indebtedness secured thereby. To IMPERIAL BANCORP, Trustee Dated: The undersigned is the legal owner of the note or notes and of all other indebtedness secured by the within Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied and you are hereby re- quested and directed on payment to you of any sums owing to you under the terms of said Deed of Trust to cancel said note or notes and all other evidences of indebtedness delivered to you herewith and said Deed of Trust and to reconvey without warranty to the parties designated by the terms of said Deed of Trust all the estate now held by you thereunder. Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation be- fore reconveyance will be made. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: By the execution and delivery of this Deed of Trust and the note secured hereby, that provisions (1) to (31), inclusive, of the fictitious deed of trust recorded in Los Angeles, Riverside, San Francisco, Solano, Sonoma, Monterey, Contra Costa, San Bernardino, San Diego, Ventura, Santa Clara, Sacramento, Marin and Alameda Counties February 29, 1980 and in Orange, San Mateo and Santa Barbara Counties March 4, 1980 in the Book and at the Page or as the document number of Official Records in the office of the County Recorder of the County where said property is located as set forth and noted below opposite the name of such County, viz: COUNTY COUNTY Los Angeles Document 80-206967 San Bernardino Document 80-052391 Orange Book 13522 Page 522 San Diego Book 1980 Page 80-070516 Riverside Book 1980 Page 40216 Ventura Book 5605 Page 585 San Francisco Book C953 Page 187 Santa Clara F 168 Page 720 San Mateo Reel 7942 Image 117 Sacramento Book 8002-29 Page 3 Solano Book 1980 Page 15924 Santa Barbara Document 80-8831 Sonoma Document 80-11977 Marin Book 3684 Page 09 Monterey Reel 1392 Page 1128 Alameda Document 80-036324 Contra Costa Book 9752 Page 322 (which provisions, identical in all counties, are printed on the reverse hereof) hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length; that Trustor will observe said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations, and parties set forth in this Deed of Trust. TRUSTOR REQUESTS that a copy of any notice of default and of any notice of sale hereunder shall be mailed to Trustor at the address hereinabove set forth. STATE OF CALIFORNIA COUNTY OF Nana SIGNATURE OF TRUSTOR Lee Y. ,NW > � Off/ '/kej.ociee J. N Mann } 55. INDIVIDUAL ACKNOWLEDGMENT On August 30. 1991 , before me, the undersigned, a Notary Public in and for said State, personally appeared, LEE P. NOBMANN. HELODEE J. NOBMANN . , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same. WITNESS my hand and official seal.Fe-� OFFICIALSEAL , DEBI CRAIG , /J — NOTARY PUBLIC - CALFOUM , /" NAPA COMM Signature: APwa. FIf/id *&1Pi '.eal) CRAIG A STATEOF CALIFORNIA) CORPORATE ACKNOWLEDGMENT COUNTY OF 1 SS. On before me, the undersigned, a Notary Public In and for said State, personally appeared . and ,personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as President and Secretary, on behalf of . , the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. WITNESS my hand and official seal. Signature (This area for official notarial seal) OFFICIAL SEAL , DEBI CRAIG NOTARY PUBLIC - CALFORNIA NAPA COUNTY fly Comm. Expires May 3,1993 V V V r V V V V • V Y V V � Attachment to Deed of T c I GOLDEN STATE LUMBER, INC. A_uqus 31, 19epi 91 EXHIBIT "A" ALL THAT CERTAIN real �,�Lu situate in the City of San Rafael, County of Marin, State of California, described below as follows: PARCEL CNE: Parcel 2, as shown upon that certain Parcel Two, Bolt 6 of Surveys at county, California filed for Page 69, Marin County Records. pal Map entitled "parcel Map, Division of Page 96, Maria County Records, San Rafael, Marin record July 19, 1973 in Boot 8 of Parcel Maps, at An easement for sanitary sewer and storm sewer purposes, 10 feet wide, lying N ly of and oontiguous to the folly rQ described line: Begirrd ng at the Northeasterly .... of the parcel of land conveyed to DeLong Chevrolet, Inc., a .Lion by Deed Jaxx axy 27, 1963 in Book 1650 of Official Records at Page 483, Marin Canty Records; said point being on the Southerly line of the parcel of land conveyed to the State of California by Deed July 26, 1950 in Book 653 of Official Records at Page 243, Marin Canty Records; thence along said Southerly line, South 54. 40' East (called South 54. 31' 30" East in said State Deed) 500 feet; thence leaving said Southerly line, South 35. 20' West 500 feet to the true point of beginning; thence South 35' 20' West 83.73 feet to the ly line of the parcel of land conveyed to Marin Title Guaranty CaRpany, a .....tee-.-,ztion, by Deed «L August 17, 1967 in Book 2151 of Official Records at Page 123, Marin County Records. Beginning at the Northeasterly of the parcel of land conveyed to DeLcsng Chevrolet, Inc., a wLlon, by Deed January 22, 1963 in Book 1650 of Official Records at Page 483, said point being an the Southerly line of the parcel of land conveyed to the State of California, by Deed July 26, 1950 in Book 653 of Official Records at Page 243; thence along the said Southerly line South 540401 Fast ( called South 54' 31'30" East in said State Deed) 100.00 feet; thence leaving said Southerly line, South 35.20' West 493.46 feet to the Southwesterly lime of the parcel of land cor veyed to Henry Hess Co . , a r-� a tion by deed +�.&Gad May 17, 1945 in Book 484 of Official Records at Page 222; U.,..c North 41.47' West 440.81 feet to the most Westerly of said Hess parcel (484/222); thence along the Northwesterly line of said Hess parcel (484/222) North 35.20' Fast 96.42 feet to the most Westerly earner of the parcel of land conveyed to DeLong Chevrolet, Inc., a . .tion by Deed April 27, 1962 in Boot 1565 of Official Records at page 246; thence along the Southwesterly line of said DeLong parcel and the Sourffiwesterly line of said DeLong parcel (1650/483), South 54040' East 330.00 feet to the most Southerly of said De.Larng parcel (1650/483); thane along the Southeasterly line of said DeLong parcel (1650/483), North 35°20' Fast 300.00 feet to the point of beginning Begirming at the Northeasterly of the parcel of land conveyed to DeLc ng Chevrolet, Inc., a kation, by Deed . l G January 22, 1963 in Book 1650 of Official at Page 483, said point being on the Southerly line of the parcel of land conveyed to the State of California, by Deed July 26, 1950 in Book 653 of Official Records at Page 243; theane along said Southerly line, South 54.40' East (Called South 54.31130" East in said State Deed) 100.00 feet to the TRUE POINT OF BEGI OMr., being the most N,... U....ly of the parcel of land corvvyed to Marin Title Guaranty Company, a .,..mak ...,* tion, August 17, 1967 in Bods 2151 of Official R�.-Ga at Page 123; thence from said POINT OF BEGINNING and along the Northeasterly line, of said Marin Title Guaranty CoQpany parcel, South 54'40' East 300 feet; thence leaving said Northeasterly line, South 35.20' West 500 feet; thence South 54.40' Fast 100 feet; thane South 35.20' West 83.73 feet to the Southwesterly lime of said Marin Title parcel; thence along said Southwesterly line, North 41.57' West 410.06 feet to the most Westerly vomer of said Marin Title parcel, North 35.20' East 493.26 feet to the true point of beginning. Said Parcel Four also being the same as Parcel One as shown upon that certain Parcel Map entitled "Parcel Map Division of Parcel Two Bode 6 of Surveys at Page 96, Marin Canty Records", filed for record July 19, 1973 in Book 8 of Parcel Maps at Page 69, Marin County Records. Also known as: 600 W. Francisco Blvd San Rafael, CA IMPERIAL BANK Your partner in enterprise" M..."N•, fill, RIDER TO DEED OF TRUST EXECUTED BY A NON—BORROWER TRUSTOR The Deed of Trust to which this Rider is attached, given as security to Imperial Bank (hereinafter, "Bank") has been executed by a person, persons or entity (hereinafter, "Trustor") in addition to or other than the maker(s) (hereinafter, "Debtor") of the note or notes which the deed of trust secures. In consideration of the credit extended by the Bank to the Debtor (hereinafter, "debt" or "indebtedness") Trustor agrees as follows: 1. At any time and in such manner, upon such terms and at such times as it considers best and with or without notice to Trustor, the Bank may alter, compromise, accelerate, extend, change the time or manner for the payment of the indebtedness, increase or reduce the rate of interest thereon, release or add any one or more obligors, guarantors, endorsers or Debtor, accept additional or substituted security therefor, or release or subordinate any security therefor. 2. Trustor waives any right to require the Bank to proceed against the Debtor or any other person, firm or corporation or to proceed against or exhaust any other security held by it at any time or to pursue any other remedy in its powers and Trustor agrees that the Bank shall not be obligated to resort to any other security, including security given by the Debtor, with any priority, in any particular order or at all even if such action destroys, alters or otherwise impairs subrogation rights of Trustor or the rights of Trustor to proceed against Debtor for reimbursement, or both. 3. Trustor waives and agrees not to assert or take advantage of: a) the defense of the statute of limitations in any action hereunder or for the collection of any indebtedness or the performance of any obligation secured hereby; b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other or the failure of the Bank to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of any other; c) any defense or right based upon election of remedies by the Bank, including without limitation, an election to proceed by non -judicial rather than judicial foreclosure, even if such election destroys, alters or otherwise impairs subrogation rights of Trustor or the right of Trustor to proceed against Debtor for reimbursement, or both; and d) any defense or right based upon the acceptance by the Bank or an affiliate of the Bank of a deed in lieu of foreclosure, without extinguishing the debt, even if such acceptance destroys, alters or otherwise impairs subrogation rights of Trustor or the right of Trustor to proceed against Debtor for reimbursement, or both. 4. Trustor, by execution hereof, represents to the Bank that the relationship between Trustor and Debtor is such that Trustor has access to all relevant facts and information concerning the .debt and Debtor and that the Bank can rely upon Trustor having such access. Trustor waives and agrees not to assert any duty on the part of the Bank to disclose to Trustor any facts that it may now or hereafter know about Debtor, regardless of whether the Bank has reason to believe that any such facts materially increase the risk beyond that which Trustor intends to assume or has reason to believe that such facts are unknown to Trustor or has a reasonable opportunity to communicate such facts to Trustor. Trustor is fully responsible for being and keeping informed of the financial condition of Debtor and all circumstances bearing on the risk of non-payment of any indebtedness hereby secured. 5. Trustor waives demand, protest and notice of any kind including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of new or additional indebtedness or of any action or non -action on the part of the Debtor, the Bank, any endorser, any creditor of Debtor or Trustor under this or any other instrument, or any other person whosoever, in connection with any obligation or evidence of indebtedness held by the Bank as collateral or in connection with any indebtedness secured hereby. 6. Until all indebtedness of Debtor to the Bank has been paid in full, Trustor waives the right of subrogation and waives any right to enforce any remedy which the Bank now has or may hereafter have against Debtor and any benefit of, and any right to participate in, any security now or hereafter held by the Bank. 7. With or without notice to Trustor, the Bank, in its sole discretion, at any time and from time to time, in such manner and upon such terms as it considers best, may (a) apply any and all payments or recoveries from Debtor, from Trustor, from any guarantor or endorser, or realized from any security, in such manner, order and priority as the Bank elects, to any indebtedness of Debtor to the Bank, whether or not such indebtedness is secured hereby or is otherwise secured or is due at the time of such application; and (b) refund to Debtor any payment received by the Bank upon any indebtedness hereby secured and payment of the amount refunded shall be fully secured hereby. 8. No exercise or nonexercise by the Bank or any right hereby given it, no dealing by the Bank with Debtor or any other person, and no change, impairment or suspension of any right or remedy of the Bank shall in any way affect any of the obligations of Trustor hereunder or give Trustor any recourse against the Bank. 9. If any term or provision of the Deed of Trust or this Rider, or the application thereof to any person, entity or circumstances shall to any extent be invalid or unenforceable, the remainder of this Deed of Trust and Rider, or the application of such terms or provision to persons, entities, or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of the Deed of Trust and Rider shall be valid and enforceable to the fullest extent permitted by law. 10. In the event the terms or provision of the Deed of Trust differ from or are in any way inconsistent with the terms and provision of this Rider, the terms and provisions of this Rider shall be deemed to govern the obligations, rights and relationship of the Bank and Trustor. Executed on Airpst 31 '19 91 SIGNATURE OF TRUSTOR I'm rrs J. Ndmam U RE 120 (1/84) ADDENDUM TO DEED OF TRUST RELEASE PROVISION By acceptance of this deed of trust, notwithstanding any other provision of this deed of trust, Beneficiary agrees that so long as Trustor and Golden State Lumber, Inc. are not then in default of any of obligations to Beneficiary, Beneficiary shall execute a request for reconveyance of this deed of trust upon the payment to it of all interest due on all obligations to Beneficiary to date of payment and $ z,,600,0Q0'./ / $1,400,000.00. RCL'ORDING REQUESTED BY r ' =:U MEG AT REQUEST Of 91-056107 1'-ECORDED AT REQgEST OF CAL LAND TITLE AND WHEN RECORDED MAIL TO 1791 SEP —4 r+"i 8. 00 This Deed of Trust, made this_ day of September 1991 , between � %(month) (year) Lee P. Nob elodee J. Nobmann , herein called TRUSTOR, whose address is 1 uth Napa Junction Road, Vallejo, California 94590 , (number and street) (city) (state) TRUSTORS SECURITY SERVICE, a California corporation, 7624 Painter Avenue, Whittier, CA 90602, herein called TRUSTEE, and Golden State Lumber Company, a California Corporation Witnesseth: That Trustur IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to that property in Mari See Attachment A. See Attachment B. , herein called BENEFICIARY, TRUSTEE IN TRUST, WITH POWER OF SALE, Marin County, California, described as: TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon Beneficiary by paragraph (10) of the provisions incorporated herein by reference to collect and apply such rents, issues and profits. For the Purpose of Securing: I. Performance of each agreement of Trustor incorporated by reference or contained herein. 2. Payment of the indebtedness evidenced by one promissory note of even date herewith, and any extension or renewal thereof, in the principal sum of c 600,000 executed by Trustor in favor of Beneficiary or order. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: By the execution and delivery of this Deed of Trust and the note secured hereby, that provisions (1) to (14), inclusive, of the fictitious deed of trust recorded in Riverside County June 24, 1968, and in all other Counties July 2, 1968, in the book and at the page of Official Records in the office of the County Recorder of the County where said property is located, noted below opposite the name of such County, Viz.: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 2210 I.M. 188 Kings 924 185 Placer 1204 632 Shasta ese 88 Alpine 10 483 Lake 559 271 Plumes 182 93 Sierra 47 197 Amador 175 234 Lassen 222 476 Riverside Account 59015 Year 1968 Sleklyou 5110 897 Butte 1523 386 Los Angeles T5941 240 Sacramento 68-07-02 288 Solono 1514 828 Calaveras 259 342 Madera 1013 455 San Benito 339 53 Sonoma 2338 981 Colusa 357 32 Merin 2222 339 San Bernardino 7053 298 Stanlsiaus 2227 171 Contra Costa 5658 1 Mariposa 110 193 San Diego Series 9 111626 Sutter 725 20 Del Norte 135 256 Mendocino 768 171 Book 1968 Tehama 514 275 El Dorado 684 835 Merced 1775 48 San Francisco 8254 261 Trinity 128 567 Fresno 5586 264 Modoc 204 156 San Joaquin 3221 96 Tulare 2790 157 Glenn 509 75 Mono 95 17 San Luis Obispo 1461 591 Tuolumne 253 585 Humboldt 968 322 Monterey 663 648 San Mateo 5496 67 Ventura 3328 $48 Imperial 1264 201 Napa 789 862 Santa Barbara 2237 734 Yolo 665 163 Inyo 182 944 Nevada 450 210 Santa Clara 8177 403 Yuba 469 398 Kem 4175 224 Orange 6648 347 Santa Cruz 1890 1 (which provisions, identical in all counties, are printed on the reverse hereof) hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length; that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations, and parties set forth in this deed of Trust. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth. State of California County of �� Q On this the -%L day of 19—cu, before me, the undersigned Notary Public, personally appeare ,Lee P. Nobmann and Melodee J. Nobmann personally known to me proved to me on the basis of satisfactory evidence to be the persons) whose name(s) are subscribed to the within i ment, and acknowledged that they executed it. WIT y hand and f--- 6"�Lrficial seal. 4 Notary's Signature Signature of Trustor Lee P. Nobmann Melodee J. Aobmann � UFFI(,IAL. I �E�i 1L • RICHARD ZASLOVE NOTARY PUBLIC - CALIFORNIA - PRINCIPAL OFFICE IN SOLANO COUNTY O,MYCOMMbslon Expires March 9,1993 ri-ons (Robert A. Wexler, Esq. uC;;!'i CALIFORNIA HO.. Shartsis, Friese & Ginsburg JA'MI,`S J. DAL BON One Maritime Plaza, 18th Flooz Srr«r Addle„ San Francisco, CA 94111 - t,,! LIN, -f F, G1,LI' City a State L W �'�6 `n ft� Vi1l LINE FOR RECORDER'S USE TO 861 HH SHORT FORM DEED TRUST AND ASSIGNMENT OF RENTS 161619 This Deed of Trust, made this_ day of September 1991 , between � %(month) (year) Lee P. Nob elodee J. Nobmann , herein called TRUSTOR, whose address is 1 uth Napa Junction Road, Vallejo, California 94590 , (number and street) (city) (state) TRUSTORS SECURITY SERVICE, a California corporation, 7624 Painter Avenue, Whittier, CA 90602, herein called TRUSTEE, and Golden State Lumber Company, a California Corporation Witnesseth: That Trustur IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to that property in Mari See Attachment A. See Attachment B. , herein called BENEFICIARY, TRUSTEE IN TRUST, WITH POWER OF SALE, Marin County, California, described as: TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority given to and conferred upon Beneficiary by paragraph (10) of the provisions incorporated herein by reference to collect and apply such rents, issues and profits. For the Purpose of Securing: I. Performance of each agreement of Trustor incorporated by reference or contained herein. 2. Payment of the indebtedness evidenced by one promissory note of even date herewith, and any extension or renewal thereof, in the principal sum of c 600,000 executed by Trustor in favor of Beneficiary or order. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: By the execution and delivery of this Deed of Trust and the note secured hereby, that provisions (1) to (14), inclusive, of the fictitious deed of trust recorded in Riverside County June 24, 1968, and in all other Counties July 2, 1968, in the book and at the page of Official Records in the office of the County Recorder of the County where said property is located, noted below opposite the name of such County, Viz.: COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 2210 I.M. 188 Kings 924 185 Placer 1204 632 Shasta ese 88 Alpine 10 483 Lake 559 271 Plumes 182 93 Sierra 47 197 Amador 175 234 Lassen 222 476 Riverside Account 59015 Year 1968 Sleklyou 5110 897 Butte 1523 386 Los Angeles T5941 240 Sacramento 68-07-02 288 Solono 1514 828 Calaveras 259 342 Madera 1013 455 San Benito 339 53 Sonoma 2338 981 Colusa 357 32 Merin 2222 339 San Bernardino 7053 298 Stanlsiaus 2227 171 Contra Costa 5658 1 Mariposa 110 193 San Diego Series 9 111626 Sutter 725 20 Del Norte 135 256 Mendocino 768 171 Book 1968 Tehama 514 275 El Dorado 684 835 Merced 1775 48 San Francisco 8254 261 Trinity 128 567 Fresno 5586 264 Modoc 204 156 San Joaquin 3221 96 Tulare 2790 157 Glenn 509 75 Mono 95 17 San Luis Obispo 1461 591 Tuolumne 253 585 Humboldt 968 322 Monterey 663 648 San Mateo 5496 67 Ventura 3328 $48 Imperial 1264 201 Napa 789 862 Santa Barbara 2237 734 Yolo 665 163 Inyo 182 944 Nevada 450 210 Santa Clara 8177 403 Yuba 469 398 Kem 4175 224 Orange 6648 347 Santa Cruz 1890 1 (which provisions, identical in all counties, are printed on the reverse hereof) hereby are adopted and incorporated herein and made a part hereof as fully as though set forth herein at length; that he will observe and perform said provisions; and that the references to property, obligations, and parties in said provisions shall be construed to refer to the property, obligations, and parties set forth in this deed of Trust. The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth. State of California County of �� Q On this the -%L day of 19—cu, before me, the undersigned Notary Public, personally appeare ,Lee P. Nobmann and Melodee J. Nobmann personally known to me proved to me on the basis of satisfactory evidence to be the persons) whose name(s) are subscribed to the within i ment, and acknowledged that they executed it. WIT y hand and f--- 6"�Lrficial seal. 4 Notary's Signature Signature of Trustor Lee P. Nobmann Melodee J. Aobmann � UFFI(,IAL. I �E�i 1L • RICHARD ZASLOVE NOTARY PUBLIC - CALIFORNIA - PRINCIPAL OFFICE IN SOLANO COUNTY O,MYCOMMbslon Expires March 9,1993 EXHIBIT "A" 190*0014Wri Y All that cwta.in real t.a �� �y situate in the City of San Rafael, County of Marin, State of California, described as follows: PARCEL A , as shown upon that certain parcel map entitled, "Parcel Map being a 'Rever'sion to Acreage' and a Resubdivision of the Lands of the San Rafael Redevel„r.,,-.L Agency", filed for record July 27, 1984 in Book 22 of Parcel Maps at Page 24, Marin County Records. ALL 71MT PORTICH of the parcel of land conveyed in the Deed fznm Gallo Glass Canpany to Pacific Gas and Electric Company by Deed dated August 29, 1973 and ��.�.�. Sc-rL..L.--. 14, 1973 in Book 2725 of Official Records at Page 673, Marin County Records, which lies Westerly of a line lying parallel to and 70.0 feet Westerly of (measured at right angles to) the centerline of an existing line of hewers as created in that certain Deed November 17, 1915 in Book 173 of Deeds at Page 359, Marin County Records of first party traversing the parcel of land conveyed in said Deed dated August 29, 1973. ATTACHMENT B This Deed of Trust is subordinate to a Deed of Trust of even date herewith between Trustor and the San Rafael Redevelopment Agency and that Deed of Trust of even date herewith between Trustor and Imperial Bank. ft.