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THIS FORM IS NOT TO BE DUPLICATED 100_5199120__
E441968
5775-025-90 PLEASE READ YELLOW SHEET FIRST
DOC#20-0582326-02-03
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LAA 001139 0422
Northeast Dev Ents Arcadia Lic
240 W Huntington Dr
Arcadia CA 91007-3401
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RECORDING REQUESTED RY
First American Title
AND WHEN RECORDED MAIL DOCUMENT TO:
ro^° Bank Five Nine
STREET
o Es9 155 W. Wisconsin Ave
2,74T" Oconomowoc, WI 53066
SPACE ABOVE FOR RECORDER'S USE ONLY
Deed of Trust,Assignment of Rents,Security Agreement and Fixture Filing
Title of Document
Pursuant to Senate Bill 2—Building Homes and Jobs Act(GC Code Section 27388.1),effective January 1,2018,a fee of
seventy-five dollars($75.00)shall be paid at the time of recording of every real estate instrument,paper,or notice required or
permitted by law to be recorded,except those expressly exempted from payment of recording fees,per each single
transaction per parcel of real property.The fee imposed by this section shall not exceed two hundred twenty-five dollars
($225.00).
®Exempt from fee per GC 27388.1 (a)(2);recorded concurrently"in connection with"a transfer subject to the Imposition of
documentary transfer tax(OTT).
• LI Exempt from fee per GC 27388.1 (a)(2);recorded concurrently"in connection with"a transfer of real property that is a
residential dwelling to an owner-occupier.
0 Exempt from fee per GC 27388.1 (a)(1);fee cap of$225.00 reached.
❑Exempt from the fee per GC 27388.1(a)(1);not related to real property.
THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
($3.00 Additional Recording Fee Applies)
Recording Requested By:
First American Title Company
Homebuiider Services DiviSIOn
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
g NAME Bank Five Nine
ADDRESS P O Box 1004
155 W.Wisconsin Avenue
CITY& Oconomowoc,WI 53066
STATE Attn:Joseph A.Clapper
DEED OF TRUST,ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING
THIS DEED OF TRUST, ASSIGNENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING
'
("Deed of Trust"), MADE THIS L DAY OF MAY 2020, BY AND BETWEEN:
TRUSTOR: Northeast Development Enterprises Arcadia LLC, a California Limited Liability Company
TRUSTORS MAILING ADDRESS: 33 W. Huntington Drive, Arcadia, California 91007
rl
BENEFICIARY: Bank Five Nine,a Wisconsin banking corporation(also referred to herein as"Lender")
TRUSTEE: Law Offices of Todd E. Kobernick
PROPERTY in the City of Arcadia in Los Angeles County, in the State of California,described as:
33 W. Huntington Drive, Arcadia, California 91007, more formally described in Exhibit
"A"attached hereto and made a part hereof.
This Deed of Trust,made on the above date between the Trustor,Trustee,and Beneficiary above named,
WITNESSETH:
That Trustor irrevocably grants and conveys to Trustee in Trust,with Power of Sale,the above described
real property, together with the leases, rents, issues, profits, fixtures, water rights, or income thereof, (all
of which are hereinafter called "property income"); SUBJECT, HOWEVER, to the right, power, and
authority hereinafter given to and conferred upon beneficiary to collect and apply such property income.
FOR THE PURPOSE OF SECURING:
A. Payment of the indebtedness in the principal sum of$1,842,000.00, evidenced by that certain term
promissory note of even date herewith made by Trustor, or any one of them, payable to Beneficiary or
order, and any extension or renewal thereof("Note"), in relation to the loan secured by this Deed of Trust
and evidenced by the Note("Loan"); and
B. Performance of each agreement of Trustor contained or incorporated herein by reference,
C. Payment of such sums as may be advanced by Beneficiary or Trustee to protect the security in
accordance with the terms of this Deed of Trust, plus interest thereon at the rate set forth in said
promissory note; and
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W.Huntington Drive,Arcadia,California 91007 Page 1 of 11
D. Payment of such further sums as may be advanced by Beneficiary when evidenced by another
promissory note(s)reciting it is secured by this Deed of Trust.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST,TRUSTOR AGREES:
1) To keep said property in good condition and repair; not to remove or demolish any building
thereon;to complete or restore promptly and in good and workmanlike manner any building which may be
constructed, damaged, or destroyed thereon, and to pay when due all claims for labor performed and
materials furnished therefore;to comply with all laws affecting said property or requiring any alterations or
improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer, or permit
any act upon said property in violation of law; and do all other acts which from the character or use of said
property may be reasonably necessary,the specific enumerations herein not excluding the general.
2) To provide, maintain, and deliver to Beneficiary fire insurance satisfactory to and with loss
payable to Beneficiary, The amount collected under any fire or other insurance policy may be applied by
Beneficiary upon any Indebtedness secured hereby and in such order as Beneficiary may determine, or
at option of Beneficiary the entire amount so collected or any part thereof may be released to Truster.
Such application or release shall not cure or waive any default or notice of Trustee's sale hereunder to
invalidate any act done pursuant to such notice.
3) To appear in and defend any action or proceeding purporting to affect the security hereof, or the
rights or powers of Beneficiary or Trustee, and to pay all costs and expenses of Beneficiary and Trustee,
including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or
proceeding in which Beneficiary or Trustee may appear or be named, and in any suit brought by
Beneficiary to foreclose this Deed of Trust.
4) To pay: before delinquent, all taxes and assessments affecting said property; when due, all
encumbrances, charges,and liens,with interest,on said property or any part thereof,which appear to be
prior or superior hereto; all costs, fees, and expenses of this Trust, including, without limiting the
generality of the foregoing, the fees of Trustee for issuance of any Deed of Partial Release and Partial
Reconveyance or Deed of Release and Full Reconveyance, and all lawful charges, costs, and expenses
in the event of reinstatement of,following default in,this Deed of Trust or the obligations secured,hereby.
Should Trustor fail to make any payment or to do any act as herein provided,then Beneficiary or
Trustee, but without obligation so to do and without notice to or demand upon Trustor and without
releasing Trustor from any obligation hereof, may; make or do the same in such manner and to such
extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being
authorized to enter upon said property for such purposes; appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase,
contest, or compromise any encumbrance, charge, or lien which in the judgment of either appears to be
prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel,
and pay his reasonable fees.
5) To pay immediately and without demand all sums expended by Beneficiary or Trustee pursuant
to the provisions hereof, together with interest from the date of expenditure at the same rate as is
provided for in the note secured by this Deed of Trust or at the high legal rate, whichever be the greater
rate. Any amounts so paid by Beneficiary or Trustee shall become a part of the debt secured by this
Deed of Trust and a lien on said premises or shall become immediately due and payable at option of
Beneficiary or Trustee.
IT IS MUTUALLY AGREED:
6) That any award of damages in connection with any condemnation or any such taking, or for injury
to the property by reason of public use, or for damages for private trespass or injury thereto, is assigned
and shall be paid to Beneficiary as further security for all obligations secured hereby (reserving unto the
Trustor, however,the right to sue therefore and the ownership thereof subject to the Deed of Trust), and
upon receipt of such moneys Beneficiary may hold the same as such further security, or apply or release
the same in the same manner and with the same effect as above provided for disposition of proceeds of
fire or other insurance.
7) That time is of the essence of this Deed of Trust, and that by accepting payment of any sum
secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment
when due of all other sums so secured or to declare default for failure so to pay.
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W.Huntington Drive,Arcadia,California 91007 Page 2 of 11
8) That at any time or from time to time, and without notice, upon written request of Beneficiary and
presentation of this Deed of Trust and said note(s) for endorsement, and without liability therefore, and
without affecting the personal liability of any person for payment of the Indebtedness secured hereby, and
without affecting the security hereof for the full amount secured hereby on all property remaining subject
hereto, and without the necessity that any sum representing the value or any portion thereof of the
property affected by the Trustee's action be credited on the Indebtedness, the Trustee may: a) release
and reconvey all or any part of said property; b) consent to the making and recording, or either, of any
map or plat of the property or any part thereof; c) join in granting any easement thereon; d) join in or
consent to any extension agreement or any agreement subordinating the lien, encumbrance or charge
hereof.
9) That upon written request of Beneficiary stating that all sums secured hereby have been paid,
and upon surrender of this Deed of Trust and said note(s) to Trustee for cancellation and retention, and
upon payment of its fees, Trustee shall release and reconvey, without covenant or warranty, express or
implied,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."
10) Trustor irrevocably assigns to Beneficiary:
a)all of Trustor's right,title,and interest In all leases, licenses, agreements relating to the
management,leasing, or operation of the Property;and other agreements of any kind relating to the use
or occupancy of the Property,whether now existing or entered into after the date of this Deed of Trust
("Leases"), and
b)the rents, issues,and profits of the Property, including,without limitation, all amounts payable
and all rights and benefits accruing to Trustor under the Leases("Payments"),for the purposes and on
the terms and conditions below.
The term Leases will also include all guarantees of and security for the lessees' performance, and all
amendments, extensions, renewals, or modifications that are permitted. This is a present and absolute
assignment, not an assignment for security purposes only, and Beneficiary's right to the Leases and
Payments is not contingent on,and may be exercised without, possession of the Property.
11) Fixture Filing. The Personal Property in which Beneficiary has a security interest includes goods
which are or may become fixtures on the Property. This Deed of Trust is intended to serve as a fixture
filing pursuant to the terms of sections 9313 and 9402 of the California Commercial Code and all other
relevant sections. This filing is to be recorded in the real estate records of the county in which the
Property is located Trustor warrants and agrees that there is no financing statement covering the Trust
Estate or any part thereof on file in any public office.
12) That upon default by Trustor in the payment of any Indebtedness secured hereby or in
performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately
due and payable by delivery to Trustee of written notice thereof, setting forth the nature thereof, and of
election to cause to be sold said property under this Deed of Trust. Beneficiary also shall deposit with
Trustee this Deed of Trust, said note(s), and all documents evidencing expenditures secured hereby.
Trustee shall record and give notice of Trustee's sale in the manner required by law, and after the lapse
of such time as may then be required by law, Trustee shall sell, in the manner required by law, said
property at public auction at the time and place fixed by it in said notice of Trustee's sale to the highest
bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone or
continue the sale by giving notice of postponement or continuance by public declaration at the time and
place last appointed for the sale. Trustee shall deliver to such purchaser its Deed conveying the property
so sold, but without any covenant or warranty, expressed or implied. Any persons, including Trustor,
Trustee,or Beneficiary, may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust to the extent permitted
by law, including the cost of evidence of title in connection with such sale, Trustee shall apply the
proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid,with accrued
interest at the rate set forth in the aforesaid promissory note;all other sums then secured hereby;and the
remainder, if any,to the person or persons legally entitled thereto.
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W.Huntington Drive,Arcadia,California 91007 Page 3 of 11
Immediately after such sale, Trustor shall surrender possession of the property to the purchaser,
in the event possession has not previously been surrendered by Trustor, and upon failure to vacate the
property, Trustor shall pay to the purchaser the reasonable rental value of the property, and/or at
purchaser's option, may be dispossessed in accordance with the law applicable to tenant's holding over.
13) That Beneficiary may appoint a successor Trustee in the manner prescribed by law. A successor
Trustee herein shall, without conveyance from the predecessor Trustee, succeed to all the predecessor's
title, estate, rights, powers, and duties. Trustee may resign by mailing or delivering notice thereof to
Beneficiary and Trustor.
14) That 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 Beneficiary shall mean
the owner and holder of the note(s)secured hereby,whether or not named as Beneficiary herein. In this
Deed of Trust,whenever the context so requires, the masculine gender includes the feminine and neuter,
and the singular number includes the plural.
15) 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 pending
sale under any other Deed of Trust or any action or proceeding in which Trustor, Beneficiary, or Trustee
shall be a party unless brought by Trustee.
16) Without affecting the liability of Trustee or any other party now or hereafter bound by the terms
hereof for any obligation secured hereby, Beneficiary may,from time to time and with or without notice as
he shall determine, release any person now or hereafter liable for the performance of such obligation,
extend the time for payment or performance, accept additional security, and alter, substitute or release
any security.
17) Trustee or Beneficiary may enter upon and inspect the premises at any reasonable time.
18) No remedy hereby given to Beneficiary or Trustee is exclusive of any other remedy hereunder or
under any present or future law. No delay on the part of Trustee or Beneficiary in enforcing their
respective rights or remedies hereunder shall constitute a waiver thereof.
19) Trustor waives the right to assert at any time any statute of limitations as a bar to any action
brought to enforce any obligation hereby secured.
20) This Deed of Trust is subject to a Promissory Note. All amounts owing under this Deed of Trust
and/or the Promissory Note shall become immediately due and payable upon the sale, encumbrance or
other transfer of any interest in the Real Property,whether voluntary or involuntary.
21) The invalidity or unenforceability of any provision herein shall not affect the validity and
enforceability of any other provision.
22) Trustor will use the funds or the Property advanced pursuant to the Note to develop, maintain,
and operate the Property.
23) (a)Trustor, at its sole cost and expense, will keep the Property insured for the mutual benefit of
Trustor and Beneficiary against loss or damage by earthquake and fire, and, if the Property is within a
flood zone,food insurance, against loss or damage by other risks embraced by coverage of the type now
known as the broad form of extended coverage, including, but not limited to, riot and civil commotion,
vandalism, malicious mischief, burglary, theft, and mysterious disappearance, as well as earthquake and
terrorism, and against any other risks or hazards that Beneficiary may from time to time reasonably
designate, in an amount not less than one hundred percent (100%) of the then "full replacement cost" of
the Improvements, without deduction for physical depreciation. The policies of insurance carried in
accordance with this section will contain the"Replacement Cost Endorsement."
(b) Trustor, at its sole cost and expense, but for the mutual benefit of Trustor and Beneficiary, will
maintain during the term of this Deed of Trust other insurance, and in any amounts, as may from time to
time be reasonably required by Beneficiary against other insurable risks, including, without limitation,
business interruption insurance.
(c) Trustor, at its sole cost and expense, will obtain and maintain public liability insurance covering the
Property and the ownership, use, occupancy, and maintenance of the Property.
d) All policies of insurance required pursuant to this Deed of Trust will be satisfactory in form and
substance to Beneficiary and will be approved by Beneficiary as to amounts, form, risk coverage,
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W. Huntington Drive,Arcadia, California 91007 Page 4 of 11
deductibles,insurer,loss payable,and cancellation provisions. Beneficiary shall be named as loss payee.
24) Trustor will maintain complete books of account and other records reflecting the results of
Trustor's operations(in conjunction with its other operations as well as its operation of the Property), in a
form satisfactory to Beneficiary, and furnish to Beneficiary any information about the financial condition of
Trustor, and the sales and operations of the Property as Beneficiary reasonably requests, including, but
not limited to,the following information,which will be furnished without request:
(a)within thirty(30)days after the end of each month, a statement of revenues and expenses relating to
the sales, rentals,and operations of the Property for the month just ended;
(b) as soon as available and in any event within sixty (60) days after the end of each fiscal year of
Trustor, a copy of the annual audit report for the fiscal year for Trustor, including a balance sheet of
Trustor as of the end of the fiscal year, and statements of income and retained earnings and of change in
financial position of Trustor for the fiscal year, in each case certified in a manner acceptable to
Beneficiary by independent public accountants acceptable to Beneficiary;
(c) promptly upon their becoming available, copies of all financial statements, reports, and notices
(including tax returns) sent by Trustor to its partners or any governmental authority succeeding to any of
its functions; and
(d)promptly upon receipt, copies of any reports by independent public accountants submitted to Trustor
concerning its properties or operations. Beneficiary will have the right, at all reasonable times and on
reasonable notice, to audit, at Trustor's sole cost and expense, Trustor's books of account and records,
all of which will be made available to Beneficiary and Beneficiary's representatives for that purpose,from
time to time,on Beneficiary's request.
25) Trustor, at Trustor's expense and at any time on the reasonable request of Beneficiary, will
execute, acknowledge, and deliver any additional papers and instruments (including, without limitation, a
declaration of no setoff)and any further assurances of title and will do or cause to be done all further acts
and things that may be proper or reasonably necessary to carry out the purpose of this Deed of Trust and
of the "Loan Documents' (which consist of the Note, guaranties, security instruments, and all other
documents evidencing,securing, or relating to the Loan)and to subject to the liens any property intended
by the terms to be covered and any renewals,additions,substitutions, replacements,or betterments.
26) (a) If any action or proceeding (whether judicial, regulatory, or administrative) is threatened or
commenced, except an action to foreclose this Deed of Trust or to collect the Indebtedness (i) that
affects the Property or any portion of it; (ii) in which Beneficiary is or could be made a party; or (iii) in
which it becomes necessary to defend or uphold the lien of this Deed of Trust, then all costs, fees, and
expenses incurred by Beneficiary with respect to the action or proceeding (including, without limitation,
attorney's fees and expenses) will, within ten (10) days after the submission of bills for the costs to
Trustor, be paid directly to the billing party by Trustor.
(b)In addition, Trustor agrees to pay all costs, including,without limitation, attorney's fees and expenses,
incurred by Beneficiary in enforcing the terms of this Deed of Trust or the terms of any of the Loan
Documents, whether or not suit is filed. Trustor agrees to indemnify and hold Beneficiary harmless from
all liability, loss, damage, or expense(including,without limitation, attorney's fees)that it may incur under
this Deed of Trust, or in connection with the making of any of the loans or financial arrangements secured
by this Deed of Trust, the enforcement of any of Beneficiary's rights or remedies, any action taken by
Beneficiary under this Deed of Trust, or by reason or in defense of any claims and demands that may be
asserted against Beneficiary arising out of the collateral for the Loan
(c) On the failure of Trustor to make timely payment pursuant to the terms of this Deed of Trust, the
payment may be paid by Beneficiary. Sums of money paid by Beneficiary, and sums owed to Beneficiary
pursuant to this Deed of Trust, together with interest at the "Default Rate° (as defined in the Loan
Documents)from the date Beneficiary makes the payment or incurs the loss,will be secured by this Deed
of Trust, prior to any right,title, or interest in or claim on the Property attaching or accruing subsequent to
the lien of this Deed of Trust,and will be payable by Trustor to Beneficiary on demand
(d)The provisions of this Section 4.9 will survive the termination of this Deed of Trust and the repayment
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W.Huntington Drive,Arcadia,California 91007 Page 5 of 11
of the Indebtedness.
27) Trustor grants to Beneficiary and its agents, employees, consultants, and contractors the right to
enter on the Property for the purpose of making any inspections, reports, tests (including, without
limitation, soils borings, groundwater testing, wells, or soils analysis), inquiries, and reviews that
Beneficiary, in its sole and absolute discretion, deems necessary to assess the then current condition of
the Property. Beneficiary will provide Trustor with one (1) Business Day's notice of the entry. All costs,
fees, and expenses (including, without limitation. those of Beneficiary's outside counsel and consultants)
incurred by Beneficiary with respect to the inspections, reports, tests, inquiries, and reviews,together with
all related preparation, consultation, analyses, and review, will be paid by Trustor to Beneficiary on
demand,will accrue interest at the Default Rate until paid, and will be secured by this Deed of Trust, prior
to any right, title, or interest in or claim on the Property attaching or accruing subsequent to the lien of this
Deed of Trust.
28) Except for the liens securing the Indebtedness, Trustor will not create or permit to continue in
existence any mortgage, pledge, encumbrance, lien, or charge of any kind (including purchase money
and conditional sale liens)on any of the Property except for:
(a)liens for taxes not yet delinquent,and
(b) any other liens or charges that are specifically approved in writing by Beneficiary prior to its
recordation.
Any transaction in violation of this section will cause all Indebtedness, irrespective of the maturity dates,
at the option of the holder and without demand or notice, to immediately become due, together with any
prepayment premium in accordance with the terms of the Note.
29) One of the inducements to Beneficiary for making the Loan is the identity of Trustor. The
existence of any interest in the Property other than the interests of Trustor and Beneficiary and any
encumbrance permitted in this Deed of Trust, even though subordinate to the security interest of
Beneficiary, and the existence of any interest in Trustor other than those of the present owners, would
impair the Property and the security interest of Beneficiary, and, therefore, Trustor will not sell, convey,
assign, transfer, alienate, or otherwise dispose of its interest in the Property, either voluntarily or by
operation of law, or agree to do so, without the prior written consent of Beneficiary. Consent to one
transaction by Beneficiary will not be deemed a waiver of the right to require consent to further or
successive transactions. If Trustor is a corporation, any sale,transfer, or disposition of fifty percent(50%)
or more of the voting interest of Trustor or of any entity that directly or indirectly owns or controls Trustor,
including, without limitation, the parent company of Trustor and the parent company of the parent
company of Trustor, will constitute a sale of the Property for purposes of this article. If Trustor is a
partnership, any change or addition of a general partner of Trustor, change of a partnership interest of
Trustor, or sale, transfer, or disposition of fifty percent (50%) or more of the voting interest or partnership
interest of any partner of Trustor or of any corporation, partnership or entity that directly or indirectly owns
or controls any partner of Trustor, including, without limitation, each parent company of a partner of
Trustor and each parent company of any parent company of a partner of Trustor, will constitute a sale of
the Property for purposes of this section. If Trustor is a limited liability company, any change of the
manager or any sale, transfer or disposition of fifty percent (50%) or more of the partnership interests of
Trustor, or disposition of fifty percent(500/0) or more of the voting interest of Trustor or of any corporation,
partnership or entity that directly or indirectly owns or controls any member of Trustor, including without
limitation, each parent company of Trustor and each parent company of any parent company of a
member of Trustor, will constitute a sale of the Property for purposes of this section. Any transaction in
violation of this section will cause all Indebtedness, irrespective of the maturity dates, at the option of the
holder and without demand or notice, immediately to become due, together with any prepayment
premium in accordance with the terms of the Note.
30) Except as disclosed in writing to, and acknowledged in writing by, Lender, Trustor represents and
warrants that:
(a)during the period of Trustor's ownership of the Property
(i)there has been no use, generation, manufacture, storage, treatment, disposal, discharge, Release, or
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W.Huntington Drive,Arcadia, California 91007 Page 8 of 11
threatened Release of any Hazardous Substance by any person on or around the Property ("Release" is
herein defined as any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping, or disposing into the environment, including continuing migration, of
Hazardous Substances that goes into the soil, surface water, or groundwater of the Property. whether or
not caused by, contributed to, permitted by, acquiesced to, or known to Trustor. "Hazardous Substance"
is herein defined as (a)any oit, flammable substance, explosive, radioactive material, hazardous waste or
substance, toxic waste or substance, or any other waste, material, or pollutant that: (i) poses a hazard to
the Property or to persons on the Property, or(ii) causes the Property to be in violation of any Hazardous
Substance Law; (b) asbestos in any form; (c) urea formaldehyde foam insulation; (d) transformers or
other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, (e) radon gas;
(f) any chemical, material, or substance defined as or included in the definition of"hazardous substance,"
"hazardous substances," "hazardous wastes;" "hazardous materials," "extremely hazardous waste,"
"restricted hazardous waste," or"toxic substances" or words of similar import under any applicable local,
state, or federal law or under the regulations adopted or publications promulgated pursuant to those laws,
including, but not limited to, any Hazardous Substance Law, Code Civ. Proc. $ 564, as amended from
time to time, Code Civ. Proc. §726.5, as amended from time to time, Code Civ. Proc. $736, as amended
from time to time, and civ. Code § 2929.5, as amended from time to time; (g) any other chemical,
material, or substance, exposure to which is prohibited, limited, or regulated by any governmental
authority or which may pose a hazard to the health and safety of the occupants of the Property or the
owners or occupants of property adjacent to or surrounding the Property, or any other person coming on
the Property or any adjacent property; (h) mold; and (i) any other chemical, material, or substance that
may pose a hazard to the environment.
and
(ii)there have been no Hazardous Substances transported over or through the Property;
(b)after diligent inquiry, Trustor has no knowledge of, or reason to believe that,there has been:
(i) any use, generation, manufacture, storage, treatment, disposal, Release, or threatened Release of
any hazardous waste or substance by any prior owners or prior occupants of the Property or by any third
parties onto the Property; or
(ii)any actual or threatened litigation or claims of any kind by any person relating to these matters;
(c) no Hazardous Substances in excess of permitted levels or reportable quantities under applicable
Hazardous Substance Laws are present in or about the Property or any nearby real property that could
migrate to the Property;
(d)no Release or threatened Release exists or has occurred;
(e)no underground storage tanks of any kind are or ever have been located in or about the Property;
(f)the Property and all operations and activities at, and the use and occupancy of, the Property. comply
with all applicable Hazardous Substance Laws;
(g)Trustor and every User has and is now in strict compliance with, every permit, license, and approval
required by all applicable Hazardous Substance Laws for all activities and operations at, and the use and
occupancy of,the Property;
(h) to the best of Trustor's knowledge, after diligent inquiry, there are no Hazardous Substance Claims
pending or threatened with regard to Property or against Trustor or any Guarantor;
(i) the Property has not been nor is it within 2,000 feet of any other property designated as hazardous
waste property or border zone property pursuant to Health & Saf, Code $$ 25220 et seq., and no
proceedings for a determination of this designation are pending or threatened;
(j) to the best of its knowledge after diligent inquiry, there exists no occurrence or condition on any real
property adjoining or within 2,000 feet of the Property that would cause the Property or any part of it to be
designated as hazardous waste property or border zone property under the provisions of Health & Saf.
Code 25220 et seq. and arty regulation adopted in accordance with that section;
(k)that the current use of the Property is in accordance with applicable zoning laws;
(I) any written disclosure submitted by or on behalf of Trustor to Beneficiary concerning any Release or
threatened Release, past or present compliance by Trustor. or any User or other person of any
Hazardous Substance Laws applicable to the Property, the past and present use and occupancy of the
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W.Huntington Drive,Arcadia, California 91007 Page 7 of 11
Property, and any environmental concerns relating to the Property, was true and complete when
submitted and continues to be true and complete as of the date of this Deed of Trust,
31) Trustor agrees, except in the ordinary course of business and in strict compliance with all
applicable Hazardous Substance Laws,as follows:
(a) not to cause or permit the Property to be used as a site for the use, generation, manufacture, storage,
treatment, Release,discharge,disposal,transportation,or presence of any Hazardous Substance;
(b)not to cause, contribute to, permit,or acquiesce in any Release or threatened Release;
(c)not to change or modify the use of the Property without the prior written consent of Beneficiary;
(d)to comply with and to cause the Property and every User of the Property to comply with all Hazardous
Substance Laws;
(e) to immediately notify Beneficiary in writing and to provide Beneficiary with a reasonably detailed
description of:
(i)any noncompliance of the Property with any Hazardous Substance Laws;
(ii)any Hazardous Substance Claim;
(iii)any Release or Threatened Release;
(iv) the discovery of any occurrence or condition on any real property adjoining or in the vicinity of the
Property that would cause the Property or any part of it to be designated as hazardous waste property or
border zone property under the provisions of Health & Saf. Code §§ 25220 et seq. and any regulation
adopted in accordance with that section;
(f) in the event that Trustor discovers a Release or the presence of any Hazardous Substance on or
about the Property in violation of any Hazardous Substance Law,to•
(i)notify Lender of that discovery together with a reasonably detailed description;
(ii) promptly after a request by Beneficiary; engage a qualified environmental engineer reasonably
satisfactory to Beneficiary to investigate these matters and prepare and submit to Beneficiary a written
report containing the findings and conclusions resulting from that investigation, all at the sole expense of
Trustor;and
(iii) take, at Truster's sole expense, all necessary actions to remedy, repair, clean up, or detoxify any
Release or Hazardous Substance, including, but not limited to, any remedial action required by any
Hazardous Substance Laws or any judgment, consent, decree, settlement, or compromise in respect of
any Hazardous Substance Claims,these actions to be performed:
(A) in accordance with Hazardous Substance Laws,
(B)in a good and proper manner,
(C) under the supervision of a qualified environmental engineer approved in writing by Beneficiary,
(D) in accordance with plans and specifications for these actions approved in writing by Beneficiary;and
(E)using licensed and insured qualified contractors approved in writing by Beneficiary;
(g) immediately furnish to Beneficiary copies of all written communications received by Trustor from any
governmental authority or other person or given by Trustor to any person and any other information
Beneficiary may reasonably request concerning any Release,threatened Release, Hazardous Substance
Claim, or the discovery of any Hazardous Substance on or about the Property in violation of any
Hazardous Substance Law; and
(h) keep Beneficiary generally informed regarding any Release, threatened Release, Hazardous
Substance Claim, or the discovery of any Hazardous Substance on or about the Property in violation of
any Hazardous Substance Law.
32) (a) Trustor will promptly notify Beneficiary in writing after any loss or damage caused by fire or
other casualty to the Property, and prior to the making of any repairs. Trustor will furnish to Beneficiary
within ninety(90)days after the loss or damage the following:
(i)evidence satisfactory to Beneficiary of the cost of repair or reconstruction;
(ii) evidence satisfactory to Beneficiary that sufficient funds are available or committed for the benefit of
Beneficiary, including insurance proceeds, payment and performance bonds, or otherwise, to complete
the repair or reconstruction; and
(iii) evidence satisfactory to Beneficiary that the repair or reconstruction may be completed prior to
maturity of the Loan in accordance with all applicable laws, rules, regulations, and ordinances and that all
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W. Huntington Drive,Arcadia,California 91007 Page 8 of 11
necessary permits and approvals have been or will be obtained.
If Trustor does not furnish this evidence to Beneficiary within the ninety-day period, or if Beneficiary in its
sole discretion determines that repair or reconstruction is not economically feasible, then within thirty(30)
days after the expiration of the ninety-day period, Beneficiary will have the option (in this Deed of Trust,
"Repayment Option") to have all insurance proceeds applied against the "Indebtedness" (defined as the
principal of and interest on, and all other amounts, payments, and premiums due under, the Note and any
extensions or renewals (including,without limitation, extensions or renewals at a different rate of interest,
regardless of whether evidenced by a new or additional promissory note or notes), and all other
Indebtedness of Trustor to Beneficiary under or secured by the Loan Documents (defined in this Deed of
Trust), together with all other sums owed by Trustor to Beneficiary, including those incurred as primary
obligor or as guarantor,that recite that they are secured by the Loan Documents.
(b) If Beneficiary does not elect the Repayment Option within the specified time period, Trustor will with
all diligence repair or otherwise reconstruct the damage to the Property, all according to the original plans
and specifications for the improvements and elevations or any meddled plans and specifications
conforming to the then laws and regulations as will first have been approved in writing by Beneficiary and
any occupants of the Improvements having the right to approve. Beneficiary will use all insurance
proceeds. if any, received by it relating to the damage or destruction to reimburse Trustor from time to
time for expenditures made for repair of the damage or for the erection of any building, structure, or
improvements in their place if permitted as follows:
(i)At the end of each month against Trustor's architect's certificate, an amount that will be that proportion
of the insurance proceeds held in trust that eighty-five percent(85%)of the payments to be made to the
contractors or materialmen for work done, materials supplied, and services rendered during that month
bears to the total contract price.
(ii) At the completion of the work, the balance of the proceeds required for completing the payments for
the work will be paid to or for the account of Trustor, provided that at the time of the payment:
(1) there are no liens (as evidenced by an endorsement satisfactory to Beneficiary issued by Trustee)
against the Property by reason of the work, or proof satisfactory to Beneficiary has been submitted that all
costs of the work have been paid; and
(2) Trustor's architect will certify that all required work is completed and is proper and of a quality and
class of the original work required by the original plans and specifications and in accordance with the
approved plans and specifications,
If the insurance proceeds exceed the costs of completing the work, the excess insurance proceeds will
belong and be retained by or be paid over to Beneficiary to be applied against the Indebtedness. If the
costs of completing the work exceed the insurance proceeds, Trustor will pay the balance of the costs of
completing the work within thirty(30)days after the completion.
The undersigned Trustor(s) request that a copy of any notice of Trustee's sale hereunder be mailed to
him at his address hereinbefore set forth.
Northeast Dev pment Enterprises Arcadia LLC, a California Limited Liability Company
By: / �—
Ta-Jen Lee, rag-
This Deed of Trust is senior to the Deed of Trust executed by Trustor<with the same Beneficiary)
in the amount of$1,289,400.00.
33 W. Huntington Drive,Arcadia,California 91007 Page 9 of 11
Title of Document: Deed of Trust,Assignment of Rents, Security Agreement and Fixture Filing
Number of Pages: 11 m
Date: f k I3`- 12020
O
A Notary Public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
STATE OF California )
f\�y,, t .� ) ss.
COUNTY OF LIt )
4 On i f� , 2020, before me, I -eir O��l ,a Notary Public, personally
appeared Vi-)en Lee, ,who proved to me on the basis of satisfactory evidence to be the
person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/s#elthey executed the same in his/her/Oleic authorized capacity(ies•),and that by hislhesUusir
signature(sa on the instrument the person(s), or the entity upon behalf of which the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my han and officialffQseal.
8 Signature 'I2 .'1 (Seal)
.!w' TERESA O.SCOTT
.. c Notary riublic-California
i '.,,,.,t:K_ Las Angeles County
oa,
•r,.,,}f' Commission k 232034E
oily My Comm,Expires Feb 13,2024
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W. Huntington Drive,Arcadia, California 91007 Page 11 of 11
EXHIBIT"A"
to
Deed of Trust
Legal Description
Real property in the City of Arcadia,County of Los Angeles,State of California,described as follows:
PARCEL 1:
THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT 402.20 FEET WEST,
FROM THE SOUTHEAST CORNER OF SAID LOT 3;THENCE NORTH PARALLEL WITH THE EAS I ERLY
LINE OF SAID LOT 3, A DISTANCE OF 305 FEET TO THE MOST SOUTHERLY LINE OF LOT 9 OF
TRACT NO. 13768,AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN SAID RECORDERS
OFFICE;THENCE WEST ALONG SAID MOST SOUTHERLY UNE TO THE SOUTHEASTERLY LINE OF
MORLAN PLACE (60.00 FEET)AS SHOWN AND DEDICATED ON SAID TRACT NO. 13768;THENCE
SOUTHWESTERLY ALONG SAID MORLAN PLACE TO THE NORTHEAST CORNER OF THE LAND AS
DESCRIBED IN THE DEED TO
F.W.JONAS AND ADELE S. JONAS, RECORDED SEPTEMBER 21, 1956 AS INSTRUMENT NO. 1442 OF
OFFICIAL RECORDS OF SAID COUNTY;THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID
DEED TO F.W. JONAS AND ADELE S.JONAS AND IT'S PROLONGATION THEREOF TO THE
SOUTHERLY LINE OF SAID LOT 3;THENCE EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF
BEGINNING.
EXCEPT THEREFROM THE INTEREST OF THE CITY OF ARCADIA,IN THE SOUTHERLY 20.00 FEET OF
SAID LAND WHICH WAS CONVEYED TO SAID CITY FOR ROAD PURPOSES BY DEED RECORDED IN
BOOK 24642 PAGE 220, OF OFFICIAL RECORDS.
PARCEL 2:
THAT PORTION OF LOT 9 OF TRACT NO. 13768, IN THE CITY OF ARCADIA,COUNTY OF LOS
ANGELES,STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 273 PAGES 37 AND 38 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS BOUNDED BY THE FOLLOWING
DESCRIBED LINES:
BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768;THENCE EAST
ALONG THE SOUTH LINE OF SAID LOT 9,A DISTANCE OF 48.38 FEET MORE OR LESS,TO THE WEST
LINE OF THE EAST 402.2 FEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER;THENCE NORTH ALONG THE NORTH PROLONGATION OF
SAID WEST LINE A DISTANCE OF 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE,60 FEET
WIDE,AS SHOWN ON SAID TRACT NO. 13768;THENCE SOUTHERLY AND WESTERLY ALONG THE
SOUTHERLY UNE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE POINT OF
BEGINNING.
APN: 5775-025-901
This Deed of Trust is senior to the Deed of Trust executed by Trustor(with the same Beneficiary)
in the amount of$1,289,400.00.
33 W. Huntington Drive,Arcadia,California 91007 Page 10 of 11