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06-0630_FARMER'S & MERCHANTS BANK_Business Loan AgreementFarmers & Merchants Bank® To: Farmers and Merchants Bank "Bank,, The attached document is the financial statement and/or tax return of the undersigned as of 06/30/2010 Financial Stmt and is the most recent such document prepared by or for the undersigned. It is furnished in connection with credit being extended by the Bank to the undersigned or a third party and to induce the Bank to permit the applicant(s) to become obligated to the Bank on notes, extensions of credit, endorsements, guarantees, security agreements, overdrafts and/or otherwise. The undersigned agrees to notify the Bank immediately of the extent and character of any material change in the undersigned's financial condition including the creation of a trust and the transfer of assets to the same. The undersigned agrees that all of the obligations of the undersigned to the Bank may, at the Bank's sole discretion, to the fullest extent permissible by applicable law, become immediately due and payable, without regard to any term or condition of any document evidencing any obligation and without demand or notice, in the event of any of the following (a) If the undersigned, or any endorser or guarantor of any of the obligations of the undersigned, at anytime fails in business, becomes insolvent, commits an act of bankruptcy, or dies, (b) If a writ of attachment, garnishment, execution or other legal process is issued against a material portion of the property of the undersigned, (c) If any act for the collection of delinquent taxes is taken against the undersigned by any federal, state or municipal government or any department thereof, (d) If any of the representations made, or information contained, in any financial statement and/or tax return submitted to the Bank or in this certification proves to be untrue, (e) If the undersigned fails to notify the Bank of any material change in the undersigned's financial condition, or if such change occurs, or (f) If the business, if any, or any interest therein, of the undersigned is sold. The financial statement and/or tax return shall constitute a continuing representation by the undersigned and shall be construed by the Bank to be a continuing statement of the condition of the undersigned, and a new and original statement of all assets and liabilities of the undersigned upon each and every transaction in and by which the undersigned hereafter becomes obligated to the Bank until the undersigned advises the Bank in writing to the contrary. All sums at any time in any deposit account, as well as any other personal property of the undersigned in the Bank's possession from time to time, shall be subject to the Bank's right of set-off and banker's lien for obligations owed to the Bank by the undersigned, to the fullest extent permissible by applicable law. The undersigned waives notice of any action taken by the Bank in enforcing those rights. The undersigned certifies and declares under penalty of perjury that the attached statement and supporting schedules, both printed and written, gives, and all future statements and schedules submitted to the Bank shall give, a complete and correct statement of the financial condition of the undersigned as of the date indicated above (and, as to future statements or schedules, the date the document is given to the Bank) and on the date of the statement or schedules, and that no material change in the financial condition depicted on the statement or schedules has occurred since its date, except those set forth in writing to the Bank. The undersigned individual(s) instructs and authorizes F&M Bank to (a) obtain the undersigned's consumer credit report(s) from time to time in order to determine if the undersigned(s) qualifies for other products or services, (b) verify with third parties any information contained on this application and/or attached documents, (c) obtain information from others, (d) ask and answer questions and requests seeking credit pxperience and financial information about the undersigned. at San Juan Capistrano, CA P. Brust, Executive Director of San Juan ano Redevolpment Agency Cynt is I,. Russell, Finance Officer of San Jbag Capistrano Redevolpment Agency FM 306 08-05 Escrow Instructions to Farmers & Merchants Bank of Long Beach ("ESCROW HOLDER") 12535 Seal Beach Blvd Sea[ Beach, CA 90740 (562)431-6198 FAX (562)430-0252 Date: July 5, 2011 Escrow No.: 17002854 -TB Escrow Officer: Tonya Bausch Lender will hand Escrow Holder the sum of $4,100,000.00. Escrow Holder is authorized to pay and/or deliver all of the above to the order of San Juan Capistrano Community Redevelopment Agency, when Escrow Holder bolds for Lender the following, documents: Promissory Note dated as per Laser Pro documents in the amount of $4,100,000,00 executed by BORROWER in favor of FARMERS & MERCHANTS BANK OF LONG BEACH, a CA corp., with interest from date endorsed*, as per the terms contained therein. *The date of endorsement shall be the date funds are disbursed by Lender. BORROWER'S EXECUTION OF THE LOAN DOCUMENTS SHALL BE DEEMED APPROVAL, AS TO ALL TERMS AND CONDITIONS CONTAINED THEREIN, AND ESCROW HOLDER IS AUTHORIZED TO INSERT THE INTEREST ACCRUAL DATE WITHIN THE ABOVE NOTE OVER TIS SIGNATURE OP THE BORROWERS) WITHOUT FURTHER INSTRUCTIONS. 2. Deed of Trust executed by San Juan Capistrano Community Redevelopment Agency, a California municipal agency, as to Parcels 1 and 2; San Juan Capistrano Community Redevelopment Agency, a public body corporate and politic, as to Parcels 3,4 and 5, which Escrow Holder will have recorded securing payment of said Mote, covering the following described property in the County of Orange: As more particularly described in the legal description attached hereto and made apart hereof marked Exhibit "A" APN: 121-253-13, 15 & 121-240-39, 73 & 76 Fidelity National Title Company's Policy of Title Insurance with a liability of $4,100,000.00 containing the issuing company's usual exceptions relating to matters not examined by it, showing said Deed of Trust to be a FIRST record lien on the property therein described except All taxes for fiscal year 2011-2012, a lien not yet due and payable; conditions, restrictions, reservations, easements and rights of way of record. if any. ESCROW HOLDER IS HEREBY REI EASED FROM ANY AND ALL LIABILITY WITH REGARD TO OBTAINING INSURANCF, OF ANY KIND ON SUBJECT PROPERTY, THIS MAY INCLUDE, BUT IS NOT LIMITER TO, HAZARD INSURANCE, FLOOD INSURANCE, COARSE OF CONSTRUCTION INSURANCE, HOMEOWNER'S ASSOCIATION BLANKET INSURANCE COVERAGE, AND ALL OTFIER'FYPFS OF INSURANCE. In the event the conditions of this escrow have not been complied with on or before July 29, 2011, Escrow Holder is instructed to complete the same as soon as reasonably possible thereafter, unless Lender makes a written demand upon you for the return of the money andror documents deposited by Lender. Borrower hereby approves and confirms the foregoing instructions and will deliver to Escrow holder duly executed all the documents therein demanded and such other documents and money as Escrow Holder may require to comply with said instructions, Escrow Holder is authorized to pay from said funds costs of policy of title insurance, drawing and recording all instruments, all encumbrances necessary to enable Escrow Holder to procure the policy of title insurance above demanded, appraisal fee, appraisal review fee, flood determination fee(s), tax service fee as submitted by Lender, demand of loan broker, if any, and all expense of the escrow, Escrow Holder is hereby authorized to send to the title company by wire transfer funds sufficient to pay off loans of record, if required herein. Secure and pay demand to Farmers & Merchants Bank, Loan No, 90-100-9430-$ Pay remainder to by cheek to above named borrower. In the event Borrower fails to furnish all papers within the time specified, Lender may withdraw the money or documents deposited by him and the undersigned will pay all expenses incurred herein. LENDER: FARMERS & MERCHANTS I OF LONG BEACH a California corporation By:t r — e, First Vice President �� i Initials: / �.. v LOAN ESCROW INSTRUCTIONS Escrow No. 17002854TB Page 2 Mailing Address: 32400 Paseo Adelanto San Juan Capistrano, CA 92675-3603 Farmers and Merchants Banc- of Long Beach is authorized to act as Escrow holder pursuant to the authority issued by the California Department of Financial Institutions, THE LAND sit FEMid-D " c) H 11 p'AN R'7'10W IS -SITUATED 9N THE CITY OF SAN JUAN €`E C, k. S FOLLOWS � . CO3UNT'! f -,F -kANCE- STATE OF CAUFORNIA, AND IS DESCRIBE I) AS Parcel I � That port' D Of tete band i,,,. parcei I of the deed to Paul N, Yorba and Ot e s recorded Au,,ust !, 1945 in 3 Page 91 of Official Records of Orange co-�jt uy, California, dc- ,scrjb,� as ws- Beg inning atthe 9 r- i�St k?""fY EE 0 1 �vvay of the Atchison, T opeka an Santa Fe RMroad, s�)hh � � 1 -1 1 chwisuna S. Of t� ` �nd conv�.�ved t�i Rosa A. Pryor to Albert Pryor and L 202 of Deeds of said 0 an9e County: thence 161, c,', - 3" thert-11OVe MeMoned righlof way dine, 205.52 feet to a 2-`Mdt therice No,-th. 61 ' 11' 37" VVest i€ne of die above mentioned Parcel 1; thence 5P, xast t'Kl- mo -s4 co -mer of �.aid Parcel 1, thence Seu,eks -C '- — I Christina S. :sir d SOUth `R�!e ofi;rdcanveyed to Mbert, Pryor and re�-;"au f , vl"L,,l b , EYCep' fC- r Vr&- F,�rly of the astedy line of the strip of sand 250.00 feet In widt117 emscr-rbed L'i-7-11,01 of the Lis Pendens recorded March 20, 1962 in Book 6044, P7"l agp - CC ()ff`fcKili F�`e-:urds, ilMtided "Orange Count`y Flood Control District, a body polity;. a�fj corporate cif t3ga, Defendants", Of Ca-4fornia, Plaintiff vs. Paul N. Yorba and others, Also excepting thc-efrorn thQat `ei,llribed as Parce., No. 128 in deed to the County of Orange tec(id F �bruaf-Y 2-4; -,K" �n3trun, int No. 92-105463o said Officiae' Reco-ds. Parcel III, '^ �,' `- -�.. , 4 f. I , , arcs A as C�a,,-tificate of Compiiance recorded Apr?il 9 -U,6i, JfflcFai Records of Oran ounty, ParcO 3: Thatpwfcw- id Pe 'Car Ha—nesLead in Decrep :�f F d A6e No, S7 89 in Book 2 7, Pace 89 t South ass corner & the iand conveyed to AlbeVt P" n of Oraflq -n Book I 11, Page 202 of Deedse mcords e 5' 310 '-C-" East 341.14 'feet aiang the Easterly Me of 2ing rIhc r�.l of the Pryor Homestead as said Easterly fine is shov�m in, Rr,%k Record(,r �Df age 5,9 of Recoral of 'Surveys, in the office of the County aiong said 13" 32' East 240.03 t Fasterad 66 West 697,00 feet, paralV with the Sodulerly liF rand o; tc, "he cemer iine oft e Atchison. Topeka and Santa Fc,.-.. - d ce.-,E (:< iepfeet; LFcr4orq '49, West 4E 0,00s � �6;a I -pe, - � :�sjd Sc-uVierfy �hje; thejre South 23� 41' West to said souther�Y fin' ' .e SzouV' ` 19: - eEK)ng said zSoutheriy fine to the point of be inning. Excepting ,ijzjt pr -tF' 'Virlg' E L' L L-FIY Of the Westerly line of the 100 foot rirFs.f waY Of thaw Atchcn, Tqpeie. Also exceptinjq the refrovn that portioF,, de, cribed in Parcal No. " 27 of the deed to the County of carne recorded M;-I�y 13, 19191 as Instrument No. 91-2316'71 of Official Records of Oran g ,:e Caunty, California. Flarcei 4., Beginnijigat: th<.� , christinz S. I that Parcel of land Conveyed to Albert Pryor and _ar'd(�i�bY deed recoiruadFAlarlh 4, 1905 in Book 11, 1 Page 202o'Meeds, records of Orange courav Californ�?-' S�;u' '. 1, heit'xQ the CC)fner of the NcTtherly 59-1/2 i I Said, county and runmng acres aF.,olUed te Rlo,a A, F '�� NO, ' 2 "() ; I ro rn s a t £fig eft ni n Soz -dM. S"D Eas 'r fine Of s,3id 59-1 i2 do 'q thra F_�astcrly extension of the South Tr'9 � P,-"nt ir' the center lFne of that cartain ri �n9 Official Records'ef d ra by de�,cj retarded June 2 9, 1929 in Book 2S3, Paqe 160 of bP-ing NOrth 38' 54' East 396.30 feet from the southeriy I 565-30.fo� ®?arn IT tf t fl ?e as dc� ribed in said deed; thence South 38' 54' west 396.30P fpet FAI(Ing tc)# he beginning of a tangent curve; thence afong a c 200 fee , through an angle of 10' 57' 21 " a distance of 3,82,7", ceetzr, .11 of 'r(: 0I of land Conveyed to jMbeft Pryor, by 17 9 a pa deed tecorded- Jull-247 v , 1-11 in 9" 2, Page 162 of said Official Reccyrdis, thence South west 2', �32� feet, - line of said test mentioned parcei of laild : at'd parcel, thence North 66' 19" legit ufsa� 697 feet. pnralie! to �h� o �n Book I 11, R,-€`l j of r oparcd f land described in said deed recorded and Santa Fe kaiirc�,(right said cunty to the center line of Atchison, Topeka ?f Vay; tz",enc�' NOtherly along the said center fine 76 feet to a point; 6�3 9' oRest AS 1 �." feet to the Southeasterly c:orner of the parcel of 1.63 es c,rv(,-Ved W John C:, Fctster oy deed �"ccorded May 29, 193*1 in Book 480, Page 403 of sad Gfficjiifly line of said last 35' Etfst a0ng the Easte mentioned parce� 4513;64 Cllr thereof: thence 'S,uth 80' 20, 30" East 1450-34 Feet w 7i%L� pj_as Excepting La"f �hc Y 'Lerl'y lifle of t=?Et f: t 6 ht of Way of the Topcka P'ntl Se'Itb Railroad, RAtso in, �he ta. y ood M, Sock "409, Page 742 of said pecords. i Parcel s; That partion Of t r 7r::rrs3 R81kcho Boca de is Playa, in the City- oil Dana Poir(t' COL.4nty 4G W" 'M'p of partition of spid tract m t1he de—_ime of the Su.nq�r04 in 1'10P for &�e County of Orange, in Case No, hat cerv�4, r?�', e�!t n', C,ndehrnnat6cr, as Parket L1-11 ,01 r6rorded U januanv S' I C_Bot*' 67' 86. Pa -r" OM C'w in the office of the CCUmy Recorder 4'i-.sa}o, 0,, nd e U',az is para,'Iel with a . 125_00feet� Faste'rly 37` 17" F., ?223,48 feet" in sa,�d Final order, from that c-ertai-n co�y.rf'e of Farmers & Merchants Bank 12535 Seal Beach Blvd Seal Beach, CA 90740 (562) 431-6198 * Fax (562) 430-0252 BORROWER(S) ESTIMATED CLOSING STATEMENT ESCROW NO: 17002854 - TB ESCROW OFFICER: Tonya Bausch BORROWER(S): San Juan Capistrano Community Redevelopment Agency PROPERTY ADDRESS: Vacant Land Sart Juan Capistrano, CA 92675 DATE: 7/5/2011 Redevelopment Agency Brust, By: ) l Cynth� L. Russell, Finance DEBITS CREDITS Encumbrances New 1st Trust Deed to: Farmers and Merchants Bank $ 4,100,000.00 Title Charges _-_Fidelity National Title Company _ . [Total Title Charges, 2,657.00] ALTA Lenders Policy For $4,100,000,00 $ 2,557.00 Recording Charges [Total Recording Charges: $100.001 Deed of Trust $ 100.00 Escrow Charsaes and Other Settlement Charges [Total Escrow Charges and Other Settlement Charges: $4,600.00] Loan Processing Fee $ 4,600.00 New Loan Charges 1st LOAN to: Farmers and Merchants Bank [Total New Loan Charges: $4,446.00] Appraisal Fee: Arens Group, Inc. $ 3,600.00 Tax Service Fee: Nationwide Real Estate Tax Service, Inc. $ 236.00 Document Fee: Farmers and Merchants Bank $ 250.00 Appraisal Review Fee: Farmers and Merchants Bank $ 360.00 Loan Payoff 1st Trust peed to: Farmers and Merchants Bank $ 4,100,000.00 [Total Loan Payoff: $4,111,101.79] Interest @ $654.8.611 Per Day From 716!2011 To 7/15/2011 $ 6,548.61 Interest thru 7-05-11 $ 4,496.1$ Reconveyance Fee $ 46.00 Recording Fee $ 12.00 Additional Disbursements Refundable Reserve $ 1,395.21 Approximate Amount Due Escrow $ 24,200.00 *Totals* $ 4,124,200.00 $ 4,124,200.00 Redevelopment Agency Brust, By: ) l Cynth� L. Russell, Finance NAME AFFIDAVIT / AKA STATEMENJ 07/07/2011 Farmus&Merclm tsBank' _ San Juan Capistrano 31873 Del Obispo Street San Juan Capistrano, CA 92675 Re: One and the Same „("Aka",)„Acknowledgement This acknowledgement will confirm that the undersigned: Maria Luisa Morris Legal Name is one and the same person, as the following AKA(s): I/ Maria L. Morris�,'�'"C AKA Name Maria Morris AKA Name AKA Name AKA Name AKA Name AKA Name AIZA AKA Signature AKA Signature AKA Signature AKA Signature AKA Signature FM457 08-05 Piro[ or type See specific Instru on page 2. Form w_y coons Request for Taxpayer Give form to the (Rev. January 2011) resident alien), to provide your correct TIN to the person requester, Ro not requesting it (the requester) and, when appiicabte, to: Identification Number and Certification send to the Ills: Department of the Treasury Internal Revenue service waiting for a number to be issued), pay a withholding tax on any foreign partners' share of income 2. Certify that you are not subject to backup withholding, or Name (as shown on your income tax return) . 3. Claim exemption from backup withholding if you are a U.S. Business name/disregarded entity name, if different from above exempt payee. If applicable, you are also certifying that as a SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY U.S. person, your allocable share of any partnership income from Check appropriate box for federal tax a U.S. trade or business is not subject to the withholding tax on provide Form W-9 to the partnership to establish your U.S. status Individuaffsole proprietor classification(required): p p ❑ C Corporation ❑ 5 Corperation ❑ partnership ❑ Trustiestate and avoid withholding on your share of partnership income. Cat.. No, 10231X Form VV -9 (Rev. 1-2011) [I Limited liability company. Enter the tax classficalion (C -C corporation, S=S corporation, P=Partnership) 10 - _—____ ❑ Exempt payee ® Other (see instructions) 1• Government Address (number, street, and apt. or suite no.) Requeste's name and address (optional) 3200 PASEO AIDELAINITfo Farmers & Merchants Bank of Long Beach, a CA Corp City, State, and ZIP oode San Juan Capistrano Office SAN JUAN CAPISTRANO, CA 92675-3603 37673 Ret Obispo Street San Juan Ca istrano CA 92675 List account nuinber(s} here (optional) 90-101-5044-5 #itrt t Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given Social security number on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident ailen, sole proprietor, or disregarded entity, see the Fart I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Employer identification number Note: If the account is in more than one name, see the chart on page 4 for guidelines 62-1601935 on whose number to enter. i'Tt It Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S, person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments�othe�n interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructitpns pa 4. Sign Signature of Here U.S, person Ili, Date 01 Genera[ Instruction Note: If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it Is Section references are to the Internal Revenue Code unless substantially similar to this Form W-9, otherwise noted. Definition of a U.S. person. For federal tax purposes, you Purpose of Form are considered a U.S. person if you are: A person who is required to file an information return with the a An individual who is a U.S. citizen or U.S. resident alien, IRS must obtain your correct taxpayer identification number (TIN) e A partnership, corporation, company, or association created or to report, for example, income paid to you, real estate organized in the United States or under the laws of the United transactions, mortgage interest you paid, acquisition or States, abandonment of secured property, cancellation of debt, or contributions you made to an IRA. a An estate (other than a foreign estate), or Use Form W-9 only if you are a U.S. person (including a • A domestic trust (as defined in Regulations section resident alien), to provide your correct TIN to the person 301.7701-7). requesting it (the requester) and, when appiicabte, to: Special rules for partnerships. Partnerships that conduct a 1. Certify that the TIN you are giving is correct (or you are trade or business in the United States are generally required to waiting for a number to be issued), pay a withholding tax on any foreign partners' share of income 2. Certify that you are not subject to backup withholding, or from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that 3. Claim exemption from backup withholding if you are a U.S. a partner is a foreign person, and pay .the withholding .tax., exempt payee. If applicable, you are also certifying that as a Therefore, if you are a U.S. person that is a partner in a U.S. person, your allocable share of any partnership income from partnership conducting a trade or business in the United States, a U.S. trade or business is not subject to the withholding tax on provide Form W-9 to the partnership to establish your U.S. status foreign partners' share of effectively connected income. and avoid withholding on your share of partnership income. Cat.. No, 10231X Form VV -9 (Rev. 1-2011) Farmers & Merchants Bank" PROMISSORY NOTE Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beach, a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675-3603 San Juan Capistrano, CA 92675 Principal Amount: $4,100,000.00 slate of Note: July 6, 20'11 PROMISE TO PAY. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Borrower") promises to pay to Farmers & Merchants Bank of Long Beach, a CA Corp ("Lender"), or order, in lawful money of the United States of America, the principal amount of Four Million One Hundred Thousand & 001140 Dollars ($4,100,000.00), together with: interest on the unpaid principal balance from July 6, 2011, calc udated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 5.250%, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. if no demand is made, Borrower will pay this loan In 59 regular payments of $33,129.40 each and one irregular last payment estimated at $3,109,950.98. Borrower's first payment Is due August S, 2011, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on July 6, 2016, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 3651360 basis; that Is, by applying the ratio of the interest rate over a year. of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All Interest payable under this Note is computed using this method. PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $500.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", 'without recourse", or similar language. if Borrower sends such a payment, Lender may accept it without losing any of Lenders rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in fuli" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Farmers & Merchants Bank of Long Beach, a CA Corp; San Juan Capistrano Office; 31873 Del Obispo Street; San Juan Capistrano, CA 92675. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $5.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, at Lender's option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this (Vote (including any increased rate), Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase by 5.000 percentage points. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note, Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any terra, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Nate or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrowers property, any assignment for the benefit of creditors,. any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower:, Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan: This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonabieness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the vaiidity of, or liability under, any guaranty of the indebtedness evidenced by this Note. References in the boxes above are for Lender's use only and do oat isms# the applicability of this document to any particular loan or item. Any item above containing ""�'�" has been omitted due to text length limitations. Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beach, a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675-3603 San Juan Capistrano, CA 92675 Principal Amount: $4,100,000.00 slate of Note: July 6, 20'11 PROMISE TO PAY. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Borrower") promises to pay to Farmers & Merchants Bank of Long Beach, a CA Corp ("Lender"), or order, in lawful money of the United States of America, the principal amount of Four Million One Hundred Thousand & 001140 Dollars ($4,100,000.00), together with: interest on the unpaid principal balance from July 6, 2011, calc udated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 5.250%, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. if no demand is made, Borrower will pay this loan In 59 regular payments of $33,129.40 each and one irregular last payment estimated at $3,109,950.98. Borrower's first payment Is due August S, 2011, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on July 6, 2016, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 3651360 basis; that Is, by applying the ratio of the interest rate over a year. of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All Interest payable under this Note is computed using this method. PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $500.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", 'without recourse", or similar language. if Borrower sends such a payment, Lender may accept it without losing any of Lenders rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in fuli" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Farmers & Merchants Bank of Long Beach, a CA Corp; San Juan Capistrano Office; 31873 Del Obispo Street; San Juan Capistrano, CA 92675. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $5.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, at Lender's option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this (Vote (including any increased rate), Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase by 5.000 percentage points. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note, Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any terra, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Nate or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrowers property, any assignment for the benefit of creditors,. any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower:, Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan: This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonabieness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the vaiidity of, or liability under, any guaranty of the indebtedness evidenced by this Note. PROMISSORY NOTE Loan No: 90-101-5044-5 (Continued) Page 2 Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. tender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicabie law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law.. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County, State of California. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: a Deed of Trust dated July B, 2011, to a trustee in favor of Lender on real property located in ORANGE County, State of California. That agreement contains the following due an sale provision: Lender may, at Lender's option, declareimmediately due and payable all sums secured by the Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease -option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Reat Property, or by any other method of conveyance of an interest in the Real Property. However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. RECEIPT OF PAYMENTS. Payments received by 5:00 P.M. Pacific Standard Time on any business day shall be credited as of that day. All other payments may be credited as of the next business day. RATE CHANGE. Should the terms of the note indicate a rate change on a specific date, and that date falls on a weekend or holiday, the rate change may occur on the business day immediately preceding. LENDER'S EXPENDITURES. Lender is permitted to make expenditures to facilitate collection of the loan, as set forth in the Loan Documents. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the indebtedness, and at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become clue under the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. BUSINESS LOAN AGREEMENT. This Note is subject to the terms and conditions as set forth in the "Business Loan Agreement" of even date herewith. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives; successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any. other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no. party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect tenders security interest in the collateral; and take any other action deemed necessary by Lender without the..consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE, BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: t SAN J irAPIST N O4WNITY REDEVELOPMENT AGENCY KA N . BRUS , Exeau �Direaor JUAN ISTRANO COMMUNITY REDEVELOPMENT AGENCY By: �7f/ =� CYN. HIA L RUSSELL, Finance Officer of SAN JUN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY LASER PRO ;_nd g, I.,. 5.56.00.5 Cop,. Marlena Fl --i 5-1— Inc. 199'. 20". A11 Rghis Res d , CA c:IWPA:AND4CF11€PL1030.FC M-15423 PA 26 TeM Farmers & Mahnts Bask® BUSINESS LOAN AGREEMENT 11�1,a► #rpt ata ! SIIx�la>r References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ' '* has been omitted due to text length limitations. Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beach, a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675-3603 San Juan Capistrano, CA 92678 THIS BUSINESS LOAN AGREEMENT dated July 6, 2011, is made and executed between SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Borrower") and Farmers & Merchants Bank of Long Beach, a CA Corp ("Lender"i on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM, This Agreement shall be effective as of July 6, 2011, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related DOCUmentS. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for the .Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document, REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of.each - disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a governmental entity which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of California. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvais for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675-3603. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi -governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization.. Borrower'sexecution, delivery, and performance of this Agreement and all the Related Documents have been duiy authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. BUSINESS LOAN AGREEMENT Loan No: 90-101-5044-5 (Continued) Page 2 Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good 'title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has. not used orfiled. financing statement under any other name for at least the last five (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provis€ons of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have boon filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the fling or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. Binding Effect, This Agreement, the Note, alt Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's. financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any. Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times, Financial Statements. Furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one -hundred -twenty (120) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, audited by a certified public accountant satisfactory to. Lender; All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. Additional Information. Fumish such additional information and statements, as Lender may request from time to time, Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission.or default of Borrower or any other person. In connection with all policies covering assets in which lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such tender's loss payable or other endorsements as Lender may require, Insurance Reports. Furnish to bender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (a) . the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between. Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing. BUSINESS LOAN AGREEMENT Loan No: 90-101-5044-5 (Continued) Page 3. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmentai charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long. as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2); Borrower shall have.'established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge 'levy lien;.pr tlait in accordance with GAAP. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local. governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons,. lien, citation, .directive, letter or other communication from any governmental agency or instrumentality concerning any intentional' or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect alf Security Interests. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateraf and paying all costs for insuring, maintaining and preserving any Collateral, All such expenditures incurred or paid by Lender for such purposes will then bear interestat the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will. (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance' policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity_ NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower's accounts, except to Lender. Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve at transfer or sell Collateral out of the ordinary course of business, or (3) make any distribution with respect to any capital account, whether by reduction of capital or otherwise. Loans, Acquisitions and Guaranties. (I) Loan, invest In or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than -in the ordinary course of business. Agreements. Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement or in connection herewith. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, . or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or BUSINESS LOAN AGREEMENT Loan No: 90-101-5044-5 (Continued) Page 4 revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecute even t9tcUgh;ao Event of Default shall have occurred, DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading In any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default .shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by tender, in fts sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness., or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the indebtedness. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. Insecurity. Lender in good faith believes itself insecure. EFFECT OF AN EVENT OF DEFAULT. if any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of tender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and. remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may. have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may. have:.With respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute. owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims 'Or defenses that Borrower may have against Lender. GoverningLaw. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law,.the laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of California. Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County, State of California. BUSINESS LOAN AGREEMENT Loan No. 90-101-5044-5 (Continued) Page 5 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right: A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to a . demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor ny'c course, dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any -of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a .nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability. if a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shah not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. if feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender .is relyingon all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the gelated Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be Jaid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time Is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used' in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a Tina of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement, The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement frons time to time. Borrower. The word "Borrower" means SAN .JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY and includes a!I .co signers and co -makers signing the Note and ail their successors and assigns. Collateral. The word "Collateral" means all property and assets granted as collateral security for a loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,, chattel trust, factor's lien, equipment trust, conditional sale, trust.receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCIA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the resource Conservation and Recovery Act, 42 U.S,C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and ail of the persons or entities granting a Security Interest in any Collateral for. the Loan, including without limitation all Borrowers granting such a Security Interest, Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part -of.the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled,: The words ."Hazardous BUSINESS LOAN AGREEMENT Loan No: 90-101-5044-5 (Continued) Page'; Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances;: materials. or waste as defined by or listed under the Environmental Laws. The terra "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement, or uruier any of the Related Documents. Lender. The word "Lender" means Farmers & Merchants Bank of Long Beach, a CA Corp, its successors and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word "Note" means the Note executed by SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY in the principal amount of $4,100,000.00 dated July 6, 2011, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Permitted Liens. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a Tien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, .pledge, crop pledge,;ehattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JULY 6, 2011. BORROWER: AN JU IST O TY REDEVELOPMENT AGENCY KA , Ex`ec a of c or o JUAN PISTRANO COMMUNITY REDEVELOPMENT AGENCY LENDER: FARMERS & MERCH,&NTS BANK OF LONG BEACH, A CA CORP By: CYHIA L RUSS L; Finance Officer o AN . JU N CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY LASER -S LaI�oIAF. — r If o, —1s . - 1l ..A F-10 SnVlt•na, I,11-. 1997. 7011. AG r1YA1:1fi Q-- CA FC TH 15A22 PF21 94 Farmers & Merchants Bark DISBURSEMENT REQUEST AND AUTHORIZATION Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beach, a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675-3603 San Juan Capistrano, CA 52675 LOAN TYPE. This is a Fixed Rate (5.250%) Nondisclosable Loan to a Government Entity for $4,100,000.00 due on July 6, 2016. PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for: ❑ Personal, Family, or Household Purposes or Personal Investment. ® Business (including Real Estate Investment). SPECIFIC PURPOSE. The specific purpose of this loan is: TO RE -DOCUMENT AN EXISTING F&M LN# 90-100-9430-8. DISBURSEMENT INSTRUCTIONS, Borrower understands that no loan proceeds will be disbursed until ail of Lender's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $4,100,000.00 as follows: Amount paid to Borrower directly: $4,100,000.00 Deposited to 17 -002854 -TB Note Principal; $4,100,000.00 ESCROW Account # $4,100,000.00 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER'THAT - THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION. IS BATED JULY 6, 2011. BORROWER: FSAQSAN PIST NO ITY REDEVELOPMENT AGENCY KAREIf P. BRUST; Executive Director of SAN JUAN C P RANO COMMUNITY REDEVELOPMENT AGENCY '. "a 'V CYNTRYA L. RUSSELL, Finance Officer of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ihSER PRO i2ndir�g, Ver, 5.5f,06.005 -', Na. Wna FEnanuel Solullo,Es, Inc. 109'], 2Ct i- Ap Riq- ane — - CA c: H— NUEAII P—MO-FG tk-r5422 PR -26 n at�riyreltI�Rt References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing —*— has been omitted due to text length limitations. Borrower: SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beach, a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675-3603 San Juan Capistrano, CA 52675 LOAN TYPE. This is a Fixed Rate (5.250%) Nondisclosable Loan to a Government Entity for $4,100,000.00 due on July 6, 2016. PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for: ❑ Personal, Family, or Household Purposes or Personal Investment. ® Business (including Real Estate Investment). SPECIFIC PURPOSE. The specific purpose of this loan is: TO RE -DOCUMENT AN EXISTING F&M LN# 90-100-9430-8. DISBURSEMENT INSTRUCTIONS, Borrower understands that no loan proceeds will be disbursed until ail of Lender's conditions for making the loan have been satisfied. Please disburse the loan proceeds of $4,100,000.00 as follows: Amount paid to Borrower directly: $4,100,000.00 Deposited to 17 -002854 -TB Note Principal; $4,100,000.00 ESCROW Account # $4,100,000.00 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER'THAT - THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION. IS BATED JULY 6, 2011. BORROWER: FSAQSAN PIST NO ITY REDEVELOPMENT AGENCY KAREIf P. BRUST; Executive Director of SAN JUAN C P RANO COMMUNITY REDEVELOPMENT AGENCY '. "a 'V CYNTRYA L. RUSSELL, Finance Officer of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ihSER PRO i2ndir�g, Ver, 5.5f,06.005 -', Na. Wna FEnanuel Solullo,Es, Inc. 109'], 2Ct i- Ap Riq- ane — - CA c: H— NUEAII P—MO-FG tk-r5422 PR -26 WHEN RECORDED MAIL TO: Farmers & Merchants Bank of Long Beach, a CA Corp San Juan Capistrano Office 31873 Del Obispo Street San Juan Capistrano, CA 92675 FOR RECORDER'S USE ONLY Farmers & [challis 8aW DEED OF TRUST THIS DEED OF TRUST is .dated July 6, 2011, among SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, A CALIFORNIA MUNICIPAL AGENCY, AS TO PARCELS 1 AND 2, whose address is 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675-3603; and SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, A PUBLIC BODY CORPORATE AND POLITIC, AS TO PARCELS 3, 4 AND 5, whose address is 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA 92675-3603 ("Trustor"); Farmers & Merchants Bank of Long Beach, a CA Corp, whose address is San Juan Capistrano Office, 31873 Del Obispo Street, San Juan Capistrano, CA 92675 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and Farmers and Merchants Trust Company of Long Beach, A California Corporation, whose address is PO Box 891, Long Beach, CA 90801 (referred to below as "Trustee"). CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants, transfers and assigns to Trustee in trust, with power of sale, for the benefit of Lender as Beneficiary, all of Trustor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, wafer rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in ORANGE County, State of California: See EXHIBIT "A", which is attached to this Deed of Trust and made a part of this Deed of Trust as if fully set forth herein. The Real Property or its address is commonly known as VACANT LAND, SAN JUAN CAPISTRANO, CA 92675. The Assessor's Parcel Number for the Real Property is 121-253-13, 15 & 121-240.39, 73 & 76. Trustor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Trustor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. This is an absolute assignment of Rents made in connection with an obligation secured by real property pursuant to California Civil Code Section 2938. In addition, Trustor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents, THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS ARID THE SECURITY INTEREST IN THE DEED OF TRUST Loan No: 90-101-5044-5 (Continued) , Page ,2 RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF THE TRUSTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEET] OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Trustor's obligations under the Note, this Deed of Trust, and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Trustor may (1) remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Trustor represents and warrants to Lender that: (1) During the period of Trustor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Trustor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or: threatened release of any Hazardous Substance on, under, about or from the Property by any, prior_ owners. or occupants of the Property, or (c) any, actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledges! by Lender in writing, (a) neither Trustor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Trustor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any 'other person. The representations and warranties contained herein are based on Trustor's due diligence in investigating the Property for Hazardous Substances. Trustor hereby (1) .releases, and waives any future claims against Lender for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Trustor's ownership or interest in the Property, whether or not the same was or should have been known to Trustor. The provisions of this section of the Deed of Trust, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction: and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition ofany interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting' the generality of the foregoing, Trustor will not remove, or grant to any other party the right to remove, a.ny timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Trustor shall not demolish or remove any Improvements from the Real Property DEED OF TRUST Loan No.. 90-101-5044-5 (Continued) P.age.3 without Lender's prior written consent. require Trustor . to make arrangements Improvements of at least equal value. As a condition to the removal of any Improvements, Lender may satisfactory to Lender to replace such Improvements with:: Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Trustor's compliance with the terms and conditions of this Deed of Trust. Compliance with Governmental Requirements, Trustor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Trustor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Trustor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Trustor agrees neither to abandon or leave unattended the Property. Trustor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract,' land contract, contract for deed, leasehold interest with a terra greater than three (3) years, lease -option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. TAKES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Trustor shall pay when due (and in all events at least ten (10) days prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Trustor shall maintain the Property free of all liens,havinj priority over or equal to the interest of Lender under this Deed of Trust, except for the lienoftaxes and assessments not due and except as otherwise provided in this Deed of Trust. Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lenders interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Trustor shall within fifteen (15) days after the: lien arises or, if a lien is filed, within fifteen (15) days after Truster has notice of the filing, secure the.discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment, Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Trustor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's DEED OF TRUST Loan No: 90-101-5044-5 (Continued) Page. 4 lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. Maintenance of Insurance. Trustor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of .Lender. Trustor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Trustor shall maintain such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably require. Notwithstanding the foregoing, in no event shall Trustor be required to provide hazard insurance in excess of the replacement value of the improvements on the Real Property. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Trustor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Trustor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Trustor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Trustor fails to do so within fifteen (15) days of the casualty. If in. Lender's sole judgment Lender's security interest in the Property has been impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If the proceeds are to be applied to restoration and repair, Trustor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor from the proceeds for the reasonable cost. of repair or restoration if Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Trustor as Trustor's interests may appear. Trustor's Report on Insurance. Upon request of Lender, however not more than once a year, Trustor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the expiration date of the policy. Trustor shall, upon request of Lender, have an independent appraiser satisfactory to . Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Trustor falls to comply with any provision of this Deed of Trust or any Related. Documents, including but not limited to Trustor's failure to discharge or pay when due any amounts Trustor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Trustor's behalf DEED OF TRUST Loan No: 90-101-5044-5 (Continued) Page 5 may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited :to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or:.. placed an the Property and paying all costs for insuring, maintaining and preserving the Property. All such;:,:. expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the: Note from the date incurred or paid by Lender to the date of repayment by Trustor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Trustor warrants that: (a) Trustor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and (b) Trustor has.the full right, power, and authority .to execute and deliver this Deed of Trust to Lender. Defense of Title„ Subject to the exception in the paragraph above, Trustor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Truster's title or the interest of Trustee or Lender under this Deed of Trust Trustor shall defend the action at Truster's expense. Trustor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Trustor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Trustor warrants that the Property and Trustor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Trustor in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and effect until such time as Trustor's indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to eminent domain and inverse condemnation proceedings are a part of this Deed of Trust: Proceedings. If any eminent domain or inverse condemnation prooeeding is commenced affecting the Property, Trustor shall promptly notify Lender in writing, and Trustor shall promptly take such steps as may be necessary to pursue or defend the action and obtain the award. Trustor may be the nominal party in any such proceeding, but Lender shall be entitled, at its election, to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Trustor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds, If any award is made or settlement entered into in any condemnation proceedings affecting all or any part of the Property or by. any proceeding or purchase in lieu of condemnation, Lender may at its election, and to the extent permitted by law, require that all or any portio` of the award or settlement be applied to the Indebtedness and to the repayment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnation proceedings. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust: DEED OF TRUST Loan No: 90-101-5044-5 (Continued) Page s Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Deal Property. Trustor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Trustor which Trustor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Trustor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Decd of Trust, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security, satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of'the. .Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the, Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Trustor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. Trustor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Trustor shall not remove, sever or detach the Personal Property from the Property. Upon default, Trustor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Trustor and Lender and make it available to Lender within three (3) days after receipt of. written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further Assurances, At any time, and from time to time, upon request of Lender; Trustor will make, execute and deliver, or will cause to be made, executed or delivered, to Leader or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be; at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Trustor's obligations under the Note, this Deed of Trust, and the Related Documents, and (2) the liens and security interests. created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in writing, Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney -in -Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender,nnay DEED OF TRUST Loan No: 90-191-5944-5 (Continued) Page T:. do so for and in the name of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Trustor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust: Payment Default. Trustor fails to make any payment when due under the Indebtedness. Other Defaults. Trustor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Trustor: Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note or in any of the Related Documents. Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement., in favor of any other creditor or person that may materially affect any of Grantor's property or Grantor's ability to repay the Indebtedness" or Grantor's ability to perform Grantor's obligations under this Deed of Trust or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Trustor or on Trustor's behalf under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (Including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Death or Insolvency. The death of Trustor, the insolvency of Trustor, the appointment of a receiver for any part of Trustor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Trustor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment :of any of Trustor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Trustor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Trustor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Trustor to Lender, whether existing now or later. DEED OF TRUST Loan No. 90-109-5044-5 (Continued) Page 8 Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may exercise any one or more of the following rights and remedies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Trustor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice .of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of 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 in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the. te.rrns hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. Judicial Foreclosure. With respect to all or any part of the Real Property, Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law. Collect Rents. Lender shall have the right, without notice to Trustor to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Leader may rewire any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the ` obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. DEED OF TRUST Loan No: 90-101-5044-5 (Continued) Page 9 Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all,or.an:y part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and; above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. Other Remedies, Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at lava or in equity. Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made, Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Sale of the Property. To the extent permitted by applicable law, Trustor hereby waives any and all rights. to have the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this [deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at anytime for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a .lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees; title insurance, and fees for the Trustee, to the extent permitted by applicable law. Trustor also will pay any court costs, in addition to all other sums provided by law. Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map or plat of the Real Property, including the -dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction: on;the Real Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Trustor, Lender, or Trusteeshall be a party, unless the action or proceeding is brought by Trustee. DEED OF TRUST Doan No: 90-101-5044-5 (Continued) Page 10' Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of ORANGE County, State of California. The instrument shall contain, in addition to all other matters required by state law, the names of the original Lender, Trustee, and Trustor, the book and page where this Deed of Trust is recorded, and the name and address of the successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. NOTICES. Any notice required to be given under this Deed of Trust shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Trustor requests that copies of any notices of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall .be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Trustor agrees to keep Lender informed at all times of Trustor's current address. Unless otherwise provided or required by law, if there is more than one Trustor, any notice given by Lender to any Trustor is deemed to be notice given to all Trustors. STATEMENT OF OBLIGATION FEE. Lender may collect a fee, not to exceed the maximum amount permitted by law, for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. ASSIGNMENT. For valuable consideration and as additional Collateral for the Indebtedness, Borrower assigns and grants to Lender a security interest in all Accounts maintained by Borrower with Lender, to secure the Indebtedness and agrees that Lender shall have the rights stated in this Deed of Trust as though same were a personal property Security Agreement with respect thereto, in addition to all other rights which Lender may have by law. ADDITIONAL DEFINITIONS. The following words shall have the following meanings when used in this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Account. The word "Account" means all demand, time, savings, passbook; or •similar accounts of Borrower, or Accounts over which Borrower has control, maintained with Lender, with the exception of those accounts. which are trust accounts and clearly designated as such on the signature card maintained by Lender with respect thereto. Collateral. The word "Collateral", in addition to the Real Property and Personal Property elsewhere defined herein, means and includes all Accounts, together with: (a) all interest, whether now accrued or hereafter accruing; (b) all additional deposits hereafter made to the Account; (c) any and all proceeds from the Account,- and ccount;and (d) all renewals, replacements and substitutions for any of the foregoing. LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. While this agreement is in effect, Lender may retain the rights to possession of the Collateral, together with any and all evidence of the Collateral, such as certificates or passbooks. This agreement will remain in effect until: (a) there no longer is DEED OF TRUST Loan No. 90-101-5044-5 (Continued) Page.11 any Indebtedness owing to Lender; (b) all other obligations secured by this agreement have been fulf llled:.;and (c) Borrower, in writing, has requested from Lender a release of this Deed of Trust. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Trustor's residence, Trustor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Trustor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less ail cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Governing Law, This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts; of...law{ provisions. This Deed of Trust has been accepted by Lender in the State of California. Choice of Venue. If there is a lawsuit, Trustor agrees upon Lender's request to submit to the jurisdiction of the courts of Orange County, State of California, No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. No prior waiver by Lender, nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of Lender's rights or of any of Trustor's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Ind of Trust. Unless otherwise required by law, : the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality, validity or enforceability of any other provision of this Deed of Trust. Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Trustor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Trustor, Lender, without notice to Trustor, may deal with Trustor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Trustor from the obligationsof this Deed of Trust or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Deed of Trust. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this DEED OF TRUST Loan No: 90-901-5044-5 (Continued) Page 12;. Deed of Trust. Unless specifically stated to the contrary, all references to dollar amounts shall mean ;amounts in lawful money of the United States of America. Words and terms used in the singular shall in:clu:de the.:plural,, : and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: Beneficiary. The word "Beneficiary" means Farmers & Merchants Bank of Long Beach, a CA Corp, and its successors and assigns. Borrower. The word "Borrower" means SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY and includes all co-signers and co -makers signing the Note and all their successors and assigns. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Trustor, Lender, and Trustee, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Default. The word "Default" means the Default set forth in this Deed of Trust in the section titled "Default" Environmental: Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 251 00,et seq or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this heed of Trust in the events of default section of this Deed of Trust. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed. of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings', structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Trustor's obligations or expenses incurred by Thistee or Lender to enforce Trustor's obligations under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. Lender. The word "Lender" means Farmers & Merchants Bank of Long Beach, a CA Corp, its successors and assigns. Note, The word "Note" means the promissory note dated July 6, 2011, in the original principal amount of $4,100,000.00 from Trustor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. DEED OF TRUST Loan No: 90-101-5044-5 (Continued) Page ,13. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of.. personal property now or hereafter owned by Trustor„ and now or hereafter attached or affixed to th.e Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Deed of Trust. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness; except that the words do not mean any guaranty or environmental agreement, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future leases, rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property together with the cash proceeds of the Rents. Trustee. The word "Trustee" means Farmers and Merchants Trust Company of Long Beach, A California Corporation, whose address is PO Box 891, Long Beach, CA 90801 and any substitute or successor trustees. Trustor. The word "Trustor" means SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY;. TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND TRUSTOR AGREES TO ITS TERMS. TRUSTOR- S JU C I RA 0 MUNITY REDEVELOPMENT AGENCY KA N P. I§R ST, Executive Director of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY B% CYNTH�k L. RUSSELL, Finance Officer of SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY DEED OF TRUST Loan No: 90-101-5044-5 (Continued) P°age'.14 CERTIFICATE OF ACKNOWLEDGMENT 4 STATE OF f ) SS COUNTY OF 0 t 20_L_ before me,I � � �11 c tet . i wK (here insert name' and title' of the% officer) personally appeared KAREN P. BRUST and CYNTHIA L. RUSSELL, 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 helshe/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS Signature (Seal) DEED OF TRUST Loan No: 90-101-5044-5 (Continued) Page 15 (DO NOT RECORD) REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) To: , Trustee The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sures secured by this Deed of Trust have been fully paid and satisfied. You are hereby directed, upon payment to you of any sums owing to you under the terms of this Deed of Trust or pursuant to any applicable statute, to cancel the Note secured by this Deed of Trust (which is delivered to you together with this Deed of Trust), and to reconvey, without warranty, to the parties designated by the terms of this Deed of Trust, the estate now held by you under this Deed of Trust. Please mail the reconveyance and Related Documents to: Date: Beneficiary: By: Its: LASER PRO Lending, Ver. 5.56.00.005 Copr, Harland Financial Solutions, Inc. 1997, 2011. All Rights Reserved. -CA c:IHARLANDICFIILPL1G01.FC TR -15422 PR -26 GOVERNMENTAL CERTIFICATE ir►crnt...:. 't.......':-at,t car>t� �c�r:..:.:.I �.....:::> ...::........ ...:..:.' References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan. or item Any item above containing "" "' has been omitted due to text length limitations. Entity; SAN JUAN CAPISTRANO COMMUNITY Lender: Farmers & Merchants Bank of Long Beach, a CA Corp REDEVELOPMENT AGENCY San Juan Capistrano Office 32400 PASEO ADELANTO 31873 Del Obispo Street SAN JUAN CAPISTRANO, CA 92675-3603 San Juan Capistrano, CA 92675 I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: THE ENTITY'S EXISTENCE. The complete and correct name of the governmental entity is SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ("Entity"). The Entity is a govemmentai entity which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws and regulations of the State of California. The Entity has the full power and authority to own its properties and to transact the business and activities in which it is presently engaged or presently proposes to engage. The Entity maintains an office at 3240€1 PASEC AJELANTO, SAN JUAN CAPISTRANO, CA 92675-3603. The Entity shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of the Entity and any other governmental or quasi -governmental authority or court applicable to the Entity and the Entity's business activities. CERTIFICATES ADOPTED. At a meeting of the appropriate governing body of the Entity, duly called and held on (0'".;z ! — // at which a quorum was present and voting, or by other duly authorized action in/ly f a meeting, the resolutions set forth in this Certificate were adopted. N OFFICIALS. The following named persons is an Officials of SAN JUAN CAPI TRANO OMM I E LJOP ENT AGENCY: WAMEN5 � AUTHORIZED KAREN P. BRUST Executive Director Y`� / CYNTHIA L RUSSELL Finance Officer Y f X // 1 MARIA MORRIS Secretary ND dyw' X ACTIONS AUTHORIZED. Any one (1) of the authorized persons listed above may enter into any agreements of any nature with Lender; and those agreements will bind the Entity. Specifically, but without limitation, any one (1) of such authorized persons is authorized, empowered, and directed to do the following for and on behalf of the Entity: - Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the Entity and Lender; such sum or sums of money as in their judgment should be borrowed; however, not exceeding at any one time the amount of Four Million One Hundred Thousand & 00/100 Dollars ($4,100,000.00), in addition to such sum or sums of money as may he currently borrowed by the Entity from Lender. Execute Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Entity's credit accommodations, on Lender's forms, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of the Entity's indebtedness to Lender, and also to execute and deliver to Lender one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of dredit accommodations. Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now -,or hereafter belonging to the Entity or in which the Entity now or hereafter may have an interest, including without limitation all. of the Entity's real property and all of the Entity's personal property (tangible or intangible), as security for the payrnent.of any loans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modifications, renewals, and extensions Of such promissory notes), or any other or further indebtedness of the Entity to Lender at any time owing, however the sane may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Notwithstanding the foregoing, any one of the above authorized persons may execute, deliver, or record financing statements. Negotiate items. To draw, endorse, and discount with Lender ail drafts, trade acceptances, promissory notes, or .other evidences. of indebtedness payable to or belonging to the Entity or in which the Entity may have an interest, and either to receive cash for the sante or to cause such proceeds to be credited to the Entity's account with Lender, or to cause such other disposition of .the: proceeds derived therefrom as they may deem advisable. Further. Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as the Officials may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Certificate. ASSUMED BUSINESS NAMES. The'Entity has filed or recorded all documents or filings required by law relating to all assumed business names used by the Entity. Excluding the name of the Entity, the following is a complete list of all assumed business names under which the Entity does business: None. NOTICES TO LENDER. The Entity will promptly notify Lender in writing at Lender's address shown above (or such other addresses.as.Lender may designate from time to time) prior to any (A) change in the Entity's name; (B) change in the Entity's assumed business parrie(s);, (C) change in the structure of the Entity; (D) change in the authorized signer(s); (E) change in the Entity's principal office address; (F) , change in the Entity's principal residence; or (G) change in any other aspect of the Entity that directly or indirectly relates to any agreements between the GOVERNMENTAL CERTIFICATE Loan No 90-101-5044-5 (Continued) F�ae,'2 Entity and Lender. CERTIFICATION CONCERNING OFFICIALS AND CERTIFICATES. The Officials named above is duly elected, appointed, or employed by pr fnr the Entity, as the case may be, and occupy the positions set opposite their respective names. This Certificate now stands of record on the books: of the Entity, is in full force and effect, and has not been modified or revoked in any manner whatsoever. CONTINUING VALIDITY. An and all acts authorized pursuant to this Certificate and performed prior to the assn of this Ce Y p p P passage i'tiftcate are hereby ratified and approved. This Certificate shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to and received by Lender at Lender's address shown above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Entity's agreements or commitments in effect at the time notice is given. IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures set opposite the names listed above is their genuine signatures. I have read all the provisions of this Certificate, and I personally and on behalf of the Entitoce?fytat all statements and representations made in this Certificate are true and correct. This Governmental Certificate is dated July 6, 201 CERTIFIED TO/At0D64TTESTED S1- CAPtSiRP(V 'COMMUNITY AGENCY NOTE: If the Oificiats signing this Certificate is designated by the foregoing document as one of the officials authorized to act an the Entity's behalf, it is advisable to have this Cerffloste signed by at least one no"utharized affi6al of the Entity. Q—dirtg, `/a,. 5.56,00 006 Gw. Hvi.,l nr—i,f Salvllcrts, Irtc- s9![T, 2014- Ad Nldt,� c�HAHL NDkCFRLPL=2.FC TRr 16922 PR -m The undersigned individ s) instructs and authorizes F&M Bank to (a) obtain the undersigned's consumer credit report(s) from time to time in order to determine if the undersigned(s) qualifies for cthe roducts or se es, verify wi d parties any information contained on this application and/or attached documents, (c) obtain information from others, (d) ask and answer questions and r -se ing relit ex de a inanclal information about the undersigned. Si ure of Applica t'Officer Date Signatuij of Co-Applicant/officer (if any) Date Signature of Co-Applicant/officer (rf any) Date Signature of Co-Applicant/Officer (if any) Date CUSTOMER IDENTIFICATION PROCEDURES NOTICE IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account or applies for a loan. What this means for you: When you apply for a loan, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your drivers license or other identifying documents. Pa, )T? rna11rn