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HomeMy WebLinkAboutWarranty Deed V1APPROVED )A:E 06/15/22 SCE `IUMB:R'czcu-zozz-000e I A'r-SLSoS2 RECORD AND RETURN TO: POLSINELLI 900 West 481h Place, Suite 900 Kansas City, Missouri 64112 Attention: Christine Brady Hoag ADA COUNTY RECORDER Phil McGrane 2021-163114 BOISE IDAHO Pgs=22 BONNIE OBERBILLIG 11/12/2021 03:48 PM ALLIANCE TITLE - BOISE PRODUCTION CENTER $45.00 WP5 MERIDIAN II, LLC, a Delaware limited liability company and PW MERIDIAN, LLC, a Delaware limited liability company (collectively, Trustor) to FIDELITY NATIONAL TITLE COMPANY (Trustee) for the Benefit of PRIME FINANCE SHORT DURATION HOLDING COMPANY VII, LLC (Beneficiary) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Dated: As of November 11, 2021 Property Location: 2902, 2932, 2970, 2986, 3004, 3036 and 3078 N Eagle Road and 3251 and 3423 E Ustick Road, Meridian, Idaho This Deed of Trust is intended to be and shall be effective as a Uniform Commercial Code Financing Statement filed as a Fixture Filing pursuant to Article 9 of the Uniform Commercial Code (Title 2, Chapter 9 of the Idaho Code). This Deed of Trust should be indexed both as a Deed of Trust and as a Fixture Filing in the real property records of Ada County, Idaho. The Trustor identified herein is the debtor, the Beneficiary identified herein is the secured party. The security interest created herein covers the personal property and fixtures which are or may become attached to the real property encumbered by this Deed of Trust. 79275551 APPROVED DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY )A P 06/15/22 MENT AND FIXTURE FILING (this "Security Instrument"), made as of November ;, %U69&R cz-zo —D.8 1, by WP5 MERIDIAN II, LLC, a Delaware limited liability company ("WP5 Ir") and PW MERIDIAN, LLC, a Delaware limited liability company ("PW Borrower"), as tenants in common, having an office at c/o Wood Investments Companies, 2950 Airway Avenue, Suite A9, Costa Mesa, California 92626 (WP5 Borrower and PW Borrower are individually, collectively, jointly and severally, together with their respective successors and permitted assigns, "Trustor"), to FIDELITY NATIONAL TITLE COMPANY, having an address at 485 East Riverside Dr., Suite 200, Eagle, Idaho 83616 ("Trustee"), as trustee, for the benefit of PRIME FINANCE SHORT DURATION HOLDING COMPANY VII, LLC, a Delaware limited liability company (together with its successors and assigns, "Beneficiary"), having an address c/o Prime Finance Partners, 155 N. North Wacker, Suite 3600, Chicago, Illinois 60606. Beneficiary, as lender, and Trustor, as borrower, have entered into a Loan Agreement dated as of the date hereof (as amended, modified, restated, consolidated, replaced or supplemented from time to time, the "Loan Agreement") pursuant to which Beneficiary is making a secured loan to Trustor in the maximum principal amount of up to $19,839,000 (the "Loan"). Capitalized terms used herein without definition are defined in the Loan Agreement. The Loan is evidenced by a Promissory Note dated the date hereof made by Trustor to Beneficiary in such maximum principal amount (as the same may be amended, modified, restated, severed, consolidated, renewed, replaced, or supplemented from time to time, the "Note"). To secure the payment of the Note and all sums which may or shall become due thereunder or under any of the other documents evidencing or securing the Loan or executed in favor of Beneficiary in connection with the Loan (the Note, this Security Instrument, the Loan Agreement and such other documents, as any of the same may, from time to time, be modified, amended, restated, replaced or supplemented, being hereinafter collectively referred to as the "Loan Documents"), including (i) the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy (whether or not a claim is allowed against Trustor for such interest or other amounts in any such bankruptcy proceeding) or the operation of the automatic stay under Section 362(a) of Title 11 of the United States Code (the "Bankruptcy Code"), and (ii) the costs and expenses of enforcing any provision of any Loan Document (all such sums being hereinafter collectively referred to as the "Debt"), Trustor has given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned and hypothecated and by these presents does hereby give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate unto Trustee, in trust for the benefit of Beneficiary, WITH POWER OF SALE, the land described in Exhibit A (the "Premises"), and the buildings, structures, fixtures and other improvements now or hereafter located thereon (the "Improvements"); TOGETHER WITH: all right, title, interest and estate of Trustor now owned, or hereafter acquired, in and to the following property, rights, interests and estates (the Premises, the Improvements, and the property, rights, interests and estates hereinafter described are collectively referred to herein as the "Trust Property"): 79275551 APPROVED (a) all easements, rights -of -way, strips and gores of land, streets, ways, alleys, DAT 06/15/22 Iles, sewer rights, water, water courses, water rights and powers, air rights and development hts to oil, gas, minerals, coal and other substances of any kind or character, and all estates, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Premises and the Improvements; and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road, highway, alley or avenue, opened, vacated or proposed, in front of or adjoining the Premises, to the center line thereof; and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Trustor of, in and to the Premises and the Improvements and every part and parcel thereof, with the appurtenances thereto; (b) all machinery, furniture, furnishings, equipment, computer software and hardware, fixtures (including all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), inventory, materials, supplies and other articles of personal property and accessions thereof, renewals and replacements thereof and substitutions therefor, and other property of every kind and nature, tangible or intangible, owned by Trustor, or in which Trustor has or shall have an interest, now or hereafter located upon the Premises or the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Premises and the Improvements (hereinafter collectively referred to as the "Equipment"), including any leases of, deposits in connection with, and proceeds of any sale or transfer of any of the foregoing, and the right, title and interest of Trustor in and to any of the Equipment that may be subject to any "security interest" as defined in the Uniform Commercial Code, as in effect in the State where the Trust Property is located (the "UCC"), superior in lien to the lien of this Security Instrument; (c) all awards or payments, including interest thereon, that may heretofore or hereafter be made with respect to the Premises or the Improvements, whether from the exercise of the right of eminent domain or condemnation (including any transfer made in lieu of or in anticipation of the exercise of such right), or for a change of grade, or for any other injury to or decrease in the value of the Premises or Improvements; (d) all leases, subleases and other agreements or arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Premises or the Improvements, and any agreements providing for the termination or settlement of any of the foregoing or in any manner affecting the timing or term of any of the foregoing, including any extensions, renewals, modifications or amendments thereof (hereinafter collectively referred to as the "Leases") and all rents, rent equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a Bankruptcy Proceeding) or in lieu of rent or rent equivalents, royalties (including all oil and gas or other mineral royalties and bonuses), income, fees, receivables, receipts, revenues, economic stimulus, incentive or other similar payments received directly or indirectly from any Governmental Authority or quasi - Governmental Authority, whether in the form of aide, money, relief, or another compensation scheme (including any of the foregoing initiated in connection with the COVID-19 virus or any other pandemic or epidemic), deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, lease termination fees or payments, other payments in consideration of any modification or termination of any of the foregoing, and other 2 79275551 APPROVED ation of whatever form or nature received by or paid to or for the account of or benefit of DAT 06„5,22 r its agents or employees from any and all sources arising from or attributable to the ;, EYUMB,R czcu—,—.8 and/or the Improvements, including all receivables, customer obligations, installment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Premises or the Improvements, or rendering of services by Trustor or any of its agents or employees, and proceeds, if any, from business interruption or other loss of income insurance (hereinafter collectively referred to as the "Rents"), together with all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; (e) all proceeds of and any unearned premiums on any insurance policies covering the Trust Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Trust Property; (f) the right, in the name and on behalf of Trustor, to appear in and defend any action or proceeding brought with respect to the Trust Property and to commence any action or proceeding to protect the interest of Beneficiary in the Trust Property; (g) all accounts (including reserve accounts), escrows, documents, instruments, chattel paper, deposit accounts, claims, deposits and general intangibles, as the foregoing terms are defined in the UCC, and all franchises, trade names, trademarks, symbols, service marks, books, records, plans, specifications, designs, drawings, surveys, title insurance policies, permits, consents, licenses, management agreements, contract rights (including any contract with any architect or engineer or with any other provider of goods or services for or in connection with any construction, repair or other work upon the Trust Property), approvals, actions, refunds of real estate taxes and assessments (and any other governmental impositions related to the Trust Property) and causes of action that now or hereafter relate to, are derived from or are used in connection with the Trust Property, or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon (hereinafter collectively referred to as the "Intangibles"); (h) any interest rate protection arrangement to which Trustor is a party, including the Interest Rate Protection Agreement, and all agreements, instruments, documents and contracts now or hereafter entered into by Trustor with respect to any such interest rate protection arrangement, including the Interest Rate Protection Agreement; (i) (a) all of Borrower's right, title, and interest, as a Tenant in Common, in the Tenant in Common Agreement (as defined in the Loan Agreement) and all management agreements, and related agreements and documents, and all general intangibles and other rights arising from or in connection with all such agreements (including any rights of first refusal, options to purchase or similar rights, and any right of first refusal arising under the Bankruptcy Code), and all products and proceeds thereof and additions thereto; and (b) all tenant in common ownership interests; and 79275551 APPROVED (i) all proceeds, products, offspring, rents and profits from any of the Da:e 06/15/22 , including those from sale, exchange, transfer, collection, loss, damage, disposition, :1.,E,;Uh9 B, R, czcu-zozz-000e on, replacement, modification or termination of any of the foregoing. Without limiting the generality of any of the foregoing, in the event that a case under the Bankruptcy Code is commenced by or against Trustor, pursuant to Section 552(b)(2) of the Bankruptcy Code, the security interest granted by this Security Instrument shall automatically extend to all Rents acquired by Trustor after the commencement of the case and shall constitute cash collateral under Section 363(a) of the Bankruptcy Code. TO HAVE AND TO HOLD the Trust Property unto Trustee, its heirs, successors and assigns for the benefit of Beneficiary, its heirs, successors and assigns, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Trustor shall well and truly pay to Beneficiary the Debt at the time and in the manner provided in the Loan Documents and shall well and truly abide by and comply with each and every covenant and condition set forth in the Loan Documents in a timely manner, these presents and the estate hereby granted shall cease, terminate and be void; AND Trustor represents and warrants to and covenants and agrees with Beneficiary as follows: 1. Payment of Debt and Incorporation of Covenants, Conditions and Agreements. Trustor shall pay the Debt at the time and in the manner provided in the Loan Documents. All the covenants, conditions and agreements contained in the Loan Documents are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. Without limiting the generality of the foregoing, Trustor (i) agrees to insure, repair, maintain and restore damage to the Trust Property, pay Taxes and other charges, and comply with Legal Requirements, in accordance with the Loan Agreement, and (ii) agrees that the Proceeds of Insurance and Awards for Condemnation shall be settled, held and applied in accordance with the Loan Agreement. 2. Leases and Rents. (a) Trustor does hereby absolutely and unconditionally assign to Beneficiary, all of Trustor's right, title and interest in all current and future Leases and Rents, it being intended by Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment shall not be construed to bind Beneficiary to the performance of any of the covenants or provisions contained in any Lease or otherwise impose any obligation upon Beneficiary. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Trustor a revocable license to operate and manage the Trust Property and to collect the Rents subject to the requirements of the Loan Agreement (including the deposit of Rents into the Clearing Account). Upon the occurrence and during the continuance of an Event of Default, without the need for notice or demand, the license granted to Trustor herein shall automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents in (or required by the terms of the Loan Documents to be deposited in) the Clearing Account and the Deposit Account (including all Subaccounts thereof) and all Rents collected thereafter 79275551 APPROVED [or Rents past due and unpaid), whether or not Beneficiary enters upon or takes control of ,H.E 06/15/22 Property. Trustor hereby grants and assigns to Beneficiary the right, at Beneficiary's ;, NUMB,R czcu zo —D.8 on revocation of the license granted herein, to enter upon the Trust Property in person, by court appointed receiver to collect the Rents. Any Rents collected after the revocation of such license may be applied toward payment of the Debt in such priority and proportions as Beneficiary in its sole discretion shall deem proper. (b) Trustor shall not enter into, modify, amend, cancel, terminate or renew any Lease except as provided in Section 5.17 of the Loan Agreement. 3. Use of Trust Property. Trustor shall not initiate, join in, acquiesce in or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Trust Property, or grant any easement or right of way with respect to the Trust Property without Beneficiary's prior written consent. If under applicable zoning provisions the use of the Trust Property is or shall become a nonconforming use, Trustor shall not cause or permit such nonconforming use to be discontinued or abandoned without the consent of Beneficiary. Trustor shall not (i) change the use of the Trust Property, (ii) permit or suffer to occur any waste on or to the Trust Property, (iii) take any action that might invalidate any insurance carried on the Trust Property or (iv) take any steps to convert the Trust Property to a condominium or cooperative form of ownership. 4. Transfer or Encumbrance of the Trust Property. (a) Trustor acknowledges that (i) Beneficiary has examined and relied on the creditworthiness and experience of the principals of Trustor in owning and operating properties such as the Trust Property in agreeing to make the Loan, (ii) Beneficiary will continue to rely on Trustor's ownership of the Trust Property as a means of maintaining the value of the Trust Property as security for the Debt, and (iii) Beneficiary has a valid interest in maintaining the value of the Trust Property so as to ensure that, should Trustor default in the repayment of the Debt, Beneficiary can recover the Debt by a sale of the Trust Property. Trustor shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Trust Property or any part thereof, or suffer or permit any Transfer to occur, other than a Permitted Transfer. (b) Beneficiary shall not be required to demonstrate any actual impairment of its security or any increased risk of default under the Loan Documents in order to declare the Debt immediately due and payable upon any Transfer in violation of this Paragraph 4. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Trust Property (and every other Transfer) regardless of whether voluntary or not. Any Transfer made in contravention of this Paragraph 4 shall be null and void and of no force and effect. Trustor agrees to bear and shall pay or reimburse Beneficiary on demand for all reasonable expenses (including reasonable attorneys' fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the review, approval and documentation of any Permitted Transfer. 5. Changes in Laws Regarding Taxation. If any law is enacted or adopted or amended after the date of this Security Instrument which deducts the Debt from the value of the Trust Property for the purpose of taxation or which imposes a tax, either directly or indirectly, on 79275551 APPROVED or Beneficiary's interest in the Trust Property, Trustor will pay such tax, with interest and DAT 06/15/22 thereon, if any. If Beneficiary is advised by its counsel that the payment of such tax or 2022-000H d penalties by Trustor would be unlawful, taxable to Beneficiary or unenforceable, or :I,E ;�MB;R.CZCU ovide the basis for a defense of usury, then Beneficiary shall have the option, by notice of not less than one hundred twenty (120) days, to declare the Debt immediately due and payable without payment of the Minimum Yield Amount (but subject to the Exit Fee). 6. No Credits on Account of the Debt. Trustor shall not claim or demand or be entitled to any credit on account of the Debt for any part of the Taxes or other charges assessed against the Trust Property, and no deduction shall otherwise be made or claimed from the assessed value of the Trust Property for real estate tax purposes by reason of this Security Instrument or the Debt. If such claim, credit or deduction shall be required by law, Beneficiary shall have the option, by notice of not less than one hundred twenty (120) days, to declare the Debt immediately due and payable without payment of the Minimum Yield Amount (but subject to the Exit Fee). 7. Further Acts, Etc. Trustor shall, at its sole cost (unless otherwise expressly provided in the Loan Agreement) perform, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Beneficiary shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Beneficiary the property and rights hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Beneficiary, or for carrying out the intention or facilitating the performance of the terms of this Security Instrument, or for filing, registering or recording this Security Instrument or for facilitating the sale and transfer of the Loan and the Loan Documents in connection with a "Secondary Market Transaction" as described in Section 9.1 of the Loan Agreement. Upon foreclosure, the appointment of a receiver or any other relevant action, Trustor shall, at its sole cost, cooperate fully and completely to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Trust Property. Trustor grants to Beneficiary an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Beneficiary at law and in equity, including such rights and remedies available to Beneficiary pursuant to this paragraph. 8. Recording of Security Instrument, Etc. Trustor forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, shall cause this Security Instrument, and any security instrument creating a lien or security interest or evidencing the lien hereof upon the Trust Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien or security interest hereof upon, and the interest of Beneficiary in, the Trust Property. Trustor shall pay all filing, registration or recording fees, all expenses incident to the preparation, execution and acknowledgment of and all federal, state, county and municipal, taxes, duties, imposts, documentary stamps, assessments and charges arising out of or in connection with the execution and delivery of, this Security Instrument, any deed of trust supplemental hereto, any security instrument with respect to the Trust Property or any instrument of further assurance, except where prohibited by law so to do. Trustor shall hold harmless and indemnify Beneficiary, and its successors and assigns, against any liability n 79275551 APPROVED I by reason of the imposition of any tax on the making or recording of this Security )A:E 06/15/22 SCE %UMB:R:czcu-zozz-- 9. Right to Cure Defaults. Upon the occurrence of any Event of Default, Beneficiary may, but without any obligation to do so and without notice to or demand on Trustor and without releasing Trustor from any obligation hereunder, perform the obligations in Default in such manner and to such extent as Beneficiary may deem reasonably necessary to protect the security hereof. Beneficiary is authorized to enter upon the Trust Property upon forty-eight (48) hours' notice to Trustor, subject to the rights of any tenants under its Leases, for such purposes or appear in, defend or bring any action or proceeding to protect its interest in the Trust Property or to foreclose this Security Instrument or collect the Debt, and the fees, costs and expense thereof (including reasonable attorneys' fees and disbursements to the extent permitted by law), with interest thereon at the Default Rate for the period after notice from Beneficiary that such cost or expense was incurred to the date of payment to Beneficiary, shall constitute a portion of the Debt, shall be secured by this Security Instrument and the other Loan Documents and shall be due and payable to Beneficiary upon demand. 10. Remedies. (a) Upon the occurrence of any Event of Default, Beneficiary may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Trustor and in and to the Trust Property, itself or otherwise, including the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may determine, in its sole and absolute discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary: (i) declare the entire Debt to be immediately due and payable; (ii) institute a proceeding or proceedings, judicial or nonjudicial, to the extent permitted by law, by advertisement or otherwise, for the complete foreclosure of this Security Instrument, in which case the Trust Property may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (iii) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to the continuing lien of this Security Instrument for the balance of the Debt not then due; (iv) sell for cash or upon credit the Trust Property and all estate, claim, demand, right, title and interest of Trustor therein and rights of redemption thereof, pursuant to the power of sale, to the extent permitted by law, or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law; 7 79275551 APPROVED (v) institute an action, suit or proceeding in equity for the ,H.E 06/15/22 ecific performance of any covenant, condition or agreement contained herein or in any ;, E %UMB,R czc—oza— I her Loan Document; (vi) recover judgment on the Note either before, during or after any proceeding for the enforcement of this Security Instrument; (vii) apply for the appointment of a trustee, receiver, liquidator or conservator of the Trust Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of the Trustor or of any Person liable for the payment of the Debt; (viii) enforce Beneficiary's interest in the Leases and Rents and enter into or upon the Trust Property, either personally or by its agents, nominees or attorneys and dispossess Trustor and its agents and employees therefrom, and Beneficiary may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with the Trust Property and conduct the business thereat; (B) complete any construction on the Trust Property in such manner and form as Beneficiary deems advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the Trust Property; (D) exercise all rights and powers of Trustor with respect to the Trust Property, whether in the name of Trustor or otherwise, including the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive Rents; and (E) apply the receipts from the Trust Property to the payment of the Debt, after deducting therefrom all expenses (including reasonable attorneys' fees and disbursements) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, insurance and other charges in connection with the Trust Property, as well as just and reasonable compensation for the services of Beneficiary and its counsel, agents and employees; (ix) require Trustor to pay monthly in advance to Beneficiary or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of any portion of the Trust Property occupied by Trustor, and require Trustor to vacate and surrender possession of the Trust Property to Beneficiary or to such receiver, and, in default thereof, evict Trustor by summary proceedings or otherwise; (x) pursue such other rights and remedies as may be available at law or in equity or under the UCC, including the right to receive and/or establish a lock box for all Rents and proceeds from the Intangibles and any other receivables or rights to payments of Trustor relating to the Trust Property; or (xi) give such notice of default and of election to cause the Trust Property to be sold as may be required by law or as may be necessary to cause Trustee to exercise the power of sale granted herein; Trustee shall then record and give such notice of Trustee's sale as then required by law and, after the expiration of such time as may be required by law, may sell the Trust Property at the time and place specified in the notice of sale, as a whole or in separate parcels as directed by Beneficiary, or by Trustor to the extent required by law, at public auction to the highest bidder for cash in lawful money of the 8 79275551 APPROVED nited States, payable at time of sale, all in accordance with applicable law. Trustee, from DAT 06/15/22 me to time, may postpone or continue the sale of all or any portion of the Trust Property :IJ%UMB,R,czcu-zo-0'8 y public declaration at the time and place last appointed for the sale and no other notice If the postponed sale shall be required unless provided by applicable law. Upon any sale, Trustee shall deliver its deed conveying the property sold, without any covenant or warranty, expressed or implied, to the purchaser or purchasers at the sale. The recitals in such deed of any matters or facts shall be conclusive as to the accuracy thereof. In the event of a sale, by foreclosure or otherwise, of less than all of the Trust Property, this Security Instrument shall continue as a lien on the remaining portion of the Trust Property. (b) The proceeds of any sale made under or by virtue of this Paragraph 10, together with any other sums which then may be held by Beneficiary under this Security Instrument, whether under the provisions of this paragraph or otherwise, shall be applied by Beneficiary to the payment of the Debt in such priority and proportion as Beneficiary in its sole and absolute discretion shall deem proper. (c) Beneficiary may adjourn from time to time any sale by it to be made under or by virtue of this Security Instrument by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable law, Beneficiary, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned. (d) Upon the completion of any sale or sales pursuant hereto, Trustee, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold. Trustee, Lender and Beneficiary, acting on behalf of Lender, are hereby irrevocably appointed the true and lawful attorney of Trustor, which appointment is coupled with an interest, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property and rights so sold and for that purpose Trustee, Lender or Beneficiary, acting on behalf of Lender, may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, Trustor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Any sale or sales made under or by virtue of this Paragraph 10, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Trustor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under Trustor. (e) Upon any sale made under or by virtue of this Paragraph 10, whether made under a power of sale or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Debt the net sales price after deducting therefrom the expenses of the sale and costs of the 0 79275551 APPROVED Id any other sums which Beneficiary is authorized to deduct under this Security Instrument )A:E 06/15/22 her Loan Document. SCE %UMBER:czcu-zozz-- (f) No recovery of any judgment by Beneficiary, and no levy of an execution under any judgment upon the Trust Property or upon any other property of Trustor shall affect in any manner or to any extent the lien of this Security Instrument upon the Trust Property or any part thereof, or any liens, rights, powers or remedies of Beneficiary hereunder, but such liens, rights, powers and remedies of Beneficiary shall continue unimpaired as before. (g) Beneficiary may terminate or rescind any proceeding or other action brought in connection with its exercise of the remedies provided in this Paragraph 10 at any time before the conclusion thereof, as determined in Beneficiary's sole and absolute discretion and without prejudice to Beneficiary. (h) Beneficiary may resort to any remedies and the security given by this Security Instrument or in any other Loan Document in whole or in part, and in such portions and in such order as determined in Beneficiary's sole and absolute discretion. No such action shall in any way be considered a waiver of any rights, benefits or remedies evidenced or provided by any Loan Document. The failure of Beneficiary to exercise any right, remedy or option provided in any Loan Document shall not be deemed a waiver of such right, remedy or option or of any covenant or obligation secured by any Loan Document. No acceptance by Beneficiary of any payment after the occurrence of any Event of Default and no payment by Beneficiary of any obligation for which Trustor is liable under the Loan Documents shall be deemed to waive or cure any Event of Default, or Trustor's liability to pay such obligation. No sale of all or any portion of the Trust Property, no forbearance on the part of Beneficiary and no extension of time for the payment of the whole or any portion of the Debt or any other indulgence given by Beneficiary to Trustor, shall operate to release or in any manner affect the interest of Beneficiary in the remaining Trust Property or the liability of Trustor to pay the Debt. No waiver by Beneficiary shall be effective unless it is in writing and then only to the extent specifically stated. All costs and expenses of Beneficiary in exercising its rights and remedies under this Paragraph 10 (including reasonable attorneys' fees and disbursements to the extent permitted by law), shall be paid by Trustor immediately upon notice from Beneficiary, with interest at the Default Rate for the period after notice from Beneficiary, and such costs and expenses shall constitute a portion of the Debt and shall be secured by this Security Instrument. (i) The interests and rights of Beneficiary under the Loan Documents shall not be impaired by any indulgence, including (x) any renewal, extension or modification which Beneficiary may grant with respect to any of the Debt, (y) any surrender, compromise, release, renewal, extension, exchange or substitution which Beneficiary may grant with respect to the Trust Property or any portion thereof or (z) any release or indulgence granted to any maker, endorser, guarantor or surety of any of the Debt. 11. Right of Entry. In addition to any other rights or remedies granted under this Security Instrument, Beneficiary and its agents, shall have the right, upon forty-eight (48) hours' prior notice to Trustor, to enter and inspect the Trust Property at any reasonable time during the term of this Security Instrument, subject to the rights of any tenant under its Lease and in a manner that does not unreasonably interfere with Trustor's business. The reasonable cost of such 10 79275551 APPROVED ns or audits shall be borne by Trustor should Beneficiary determine that an Event of DAT 06/15/22 xists, including the cost of all follow up or additional investigations or inquiries deemed :1J ;UMB;R c_c— — ly necessary by Beneficiary. The cost of such inspections, if not paid for by Trustor demand, may be added to the principal balance of the sums due under the Note and this Security Instrument and shall bear interest thereafter until paid at the Default Rate. 12. Security Agreement. This Security Instrument is both a real property deed of trust and a "security agreement" within the meaning of the UCC. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Trustor in the Trust Property. Trustor by executing and delivering this Security Instrument has granted and hereby grants to Beneficiary as security for the Debt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the UCC (such portion of the Trust Property so subject to the UCC being called in this paragraph the "Collateral"). The foregoing sentence is intended to grant in favor of Beneficiary a first priority continuing lien and security interest in all of Trustor's assets. Trustor authorizes Beneficiary and its counsel to file UCC financing statements in form and substance satisfactory to Beneficiary, describing the collateral as "all assets of Trustor, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and products thereof, including, without limitation, all fixtures on the Premises" or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Collateral described in this Security Instrument. This Security Instrument shall also constitute a "fixture filing" for the purposes of the UCC. As such, this Security Instrument covers all items of the Collateral that are or are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Security Instrument. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the UCC, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Trustor shall pay to Beneficiary on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral, sent to Trustor in accordance with the provisions hereof at least ten days prior to such action, shall constitute commercially reasonable notice to Trustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its sole and absolute discretion shall deem proper. In the event of any change in name, identity, structure or place of incorporation, organization or formation of Trustor, Trustor shall notify Beneficiary thereof and promptly after request shall file and record such UCC forms as are necessary to maintain the priority of Beneficiary's lien upon and security interest in the Collateral, and shall pay all fees, costs, and expenses in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional UCC forms or continuation statements, Trustor shall, promptly after request, file and record such UCC forms or continuation statements as Beneficiary shall deem necessary, and shall pay all fees, costs, and expenses in connection with 11 79275551 APPROVED and recording thereof, it being understood and agreed, however, that no such additional DAT 06/15/22 Ite s shall increase Trustor's obligations under the Loan Documents. Trustor hereby ;IJ%UMB,R.czc�-zoza—y appoints Beneficiary as its attorney in fact, coupled with an interest, to file with the public office on its behalf any financing or other statements naming Beneficiary, as secured party, and Trustor, as debtor, in connection with the Collateral covered by this Security Instrument. 13. Actions and Proceedings. Beneficiary has the right to appear in and defend any action or proceeding brought with respect to the Trust Property and to bring any action or proceeding, in the name and on behalf of Beneficiary or Trustor, which Beneficiary, in its sole discretion, decides should be brought to protect its interest in the Trust Property. Beneficiary shall, at its option, be subrogated to the lien of any mortgage or other security instrument discharged in whole or in part by the Debt, and any such subrogation rights shall constitute additional security for the payment of the Debt. 14. Marshaling and Other Matters. Trustor hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshaling in the event of any sale hereunder of the Trust Property or any part thereof or any interest therein. Further, Trustor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Trustor, and on behalf of each and every Person acquiring any interest in or title to the Trust Property subsequent to the date of this Security Instrument and on behalf of all Persons to the extent permitted by applicable law. The lien of this Security Instrument shall be absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever of Beneficiary and, without limiting the generality of the foregoing, the lien hereof shall not be impaired by (i) any acceptance by Beneficiary of any other security for any portion of the Debt, (ii) any failure, neglect or omission on the part of Beneficiary to realize upon or protect any portion of the Debt or any collateral security therefor or (iii) any release (except as to the property released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence, alteration, changing, modification or disposition of any portion of the Debt or of any of the collateral security therefor; and Beneficiary may foreclose or exercise any other remedy available to Beneficiary under the other Loan Documents without first exercising or enforcing any of its remedies under this Security Instrument, and any exercise of the rights and remedies of Beneficiary hereunder shall not in any manner impair the Debt or the liens of any other Loan Document or any of Beneficiary's rights and remedies thereunder. 15. Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST BENEFICIARY OR TRUSTOR ARISING OUT OF OR RELATING TO THIS SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT MAY AT BENEFICIARY'S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND TRUSTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND TRUSTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. TRUSTOR DOES HEREBY DESIGNATE AND APPOINT NATIONAL REGISTERED AGENTS, INC., LOCATED AT 28 12 79275551 APPROVED Y STREET, NEW YORK, NEW YORK 10005 AS ITS AUTHORIZED AGENT TO ,H.E 06/15/22 E AND FORWARD ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS :1J ;Uk9;R c_c— — MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY L OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO TRUSTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON TRUSTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. TRUSTOR (I) SHALL GIVE PROMPT NOTICE TO BENEFICIARY OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. 16. Notices. All notices, consents, approvals and requests required or permitted hereunder shall be in writing, and shall be sent, and shall be deemed effective, as provided in the Loan Agreement. 17. Inapplicable Provisions. If any term, covenant or condition of this Security Instrument is held to be invalid, illegal or unenforceable in any respect, this Security Instrument shall be construed without such provision. 18. Headings. The paragraph headings in this Security Instrument are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 19. Duplicate Originals. This Security Instrument may be executed in any number of duplicate originals and each such duplicate original shall be deemed to be an original. 20. Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Security Instrument may be used interchangeably in singular or plural form; and the word "Trustor" shall mean "each Trustor and any subsequent owner or owners of the Trust Property or any part thereof or any interest therein," the word `Beneficiary" shall mean "Beneficiary and any subsequent holder of the Note," the words "Trust Property" shall include any portion of the Trust Property and any interest therein, the word "including" means "including but not limited to" and the words "attorneys' fees" shall include any and all attorneys' fees, paralegal and law clerk fees, including, fees at the pre trial, trial and appellate levels incurred or paid by Beneficiary in protecting its interest in the Trust Property and Collateral and enforcing its rights hereunder. 21. Homestead. Trustor hereby waives and renounces all homestead and exemption rights provided by the Constitution and the laws of the United States and of any state, in and to the Trust Property as against the collection of the Debt, or any part thereof. 13 79275551 APPROVED 22. Assignments. Beneficiary shall have the right to assign, delegate, pledge, DAT 06„5/22 to or transfer its rights and obligations under this Security Instrument without limitation. :1 J %U69&R. czc�-zozao gnee or transferee shall be entitled to all the benefits afforded Beneficiary under this Instrument. Trustor shall not be permitted to assign or delegate any of its rights or duties under this Security Instrument. 23. Waiver of Jury Trial. TRUSTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY TRUSTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BENEFICIARY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY TRUSTOR. 24. Consents. Any consent or approval by Beneficiary in any single instance shall not be deemed or construed to be Beneficiary's consent or approval in any like matter arising at a subsequent date, and the failure of Beneficiary to promptly exercise any right, power, remedy, consent or approval provided herein or at law or in equity shall not constitute or be construed as a waiver of the same nor shall Beneficiary be estopped from exercising such right, power, remedy, consent or approval at a later date. Any consent or approval requested of and granted by Beneficiary pursuant hereto shall be narrowly construed to be applicable only to Trustor and the matter identified in such consent or approval and no third party shall claim any benefit by reason thereof, and any such consent or approval shall not be deemed to constitute Beneficiary a venturer or partner with Trustor nor shall privity of contract be presumed to have been established with any such third party. If Beneficiary deems it to be in its best interest to retain assistance of persons, firms or corporations (including attorneys, title insurance companies, appraisers, engineers and surveyors) with respect to a request for consent or approval, Trustor shall reimburse Beneficiary for all costs reasonably incurred in connection with the employment of such persons, firms or corporations. 25. Employee Benefit Plan. During the term of this Security Instrument, unless Beneficiary shall have previously consented in writing, (i) Trustor shall take no action that would cause it to become an "employee benefit plan" as defined in 29 C.F.R. Section 2510.3-101, or "assets of a governmental plan" subject to regulation under the state statutes, and (ii) Trustor shall not sell, assign or transfer the Trust Property, or any portion thereof or interest therein, to any transferee that does not execute and deliver to Beneficiary its written assumption of the obligations of this covenant. 26. Loan Repayment. This Security Instrument will be satisfied and discharged of record by Beneficiary prior to the Maturity Date only in accordance with the terms and provisions set forth in Section 2.3 and Section 2.4 of the Loan Agreement. 27. Intentionally Omitted. 14 79275551 APPROVED 28. Governing Law. With respect to matters relating to the creation, perfection DAT 06/15/22 edures relating to the enforcement of the Liens created pursuant to this Security :1J%UMB;Rczc-- le t, this Security Instrument shall be governed by, and construed in accordance with, the State in which the Trust Property is located (without regard to conflict of law provisions thereof), it being understood that, except as expressly set forth in this paragraph and to the fullest extent permitted by the law of such State, the law of the State of New York (without regard to conflict of law provisions thereof) shall govern all matters relating to this Security Instrument and the other Loan Documents and all of the indebtedness or obligations arising hereunder or thereunder. All provisions of the Loan Agreement incorporated herein by reference shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of law provisions thereof). 29. Exculpation. The liability of Trustor hereunder is limited pursuant to Section 10.1 of the Loan Agreement. 30. Trustee; Successor Trustee. Trustee shall not be liable for any error of judgment or act done by Trustee, or be otherwise responsible or accountable under any circumstances whatsoever, except if the result of Trustee's gross negligence or willful misconduct. Trustee shall not be personally liable in case of entry by him or anyone acting by virtue of the powers herein granted him upon the Trust Property for debts contracted or liability or damages or damages incurred in the management or operation of the Trust Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder or believed by him to be genuine. Trustee shall be entitled to reimbursement for actual expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Trustor will, from time to time, reimburse Trustee for and save and hold him harmless from and against any and all loss, cost, liability, damage and reasonable expense whatsoever incurred by him in the performance of his duties. All monies received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other monies (except to the extent required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing to Beneficiary. The resignation shall be effective upon the recording of the notice of resignation in the county where the Premises are located. If Trustee shall die, resign or become disqualified from acting in the execution of this trust or shall fail or refuse to exercise the same when requested by Beneficiary or if for any or no reason and without cause Beneficiary shall prefer to appoint a substitute trustee to act instead of the original Trustee named herein, or any prior successor or substitute trustee, Beneficiary shall, without any formality or notice to Trustor or any other person, have full power to appoint a substitute trustee and, if Beneficiary so elects, several substitute trustees in succession who shall succeed to all the estate, rights, powers and duties of the aforenamed Trustee. Each appointment and substitution shall be evidenced by an instrument in writing which shall recite the parties to, and the book and page of record of, this Security Instrument, and the description of the real property herein described, which instrument, executed and acknowledged by Beneficiary and recorded in the county where the Premises are located, shall (a) be conclusive proof of the proper substitution and appointment of such successor Trustee or Trustees, (b) duly assign and transfer all the estates, properties, rights, powers and trusts of Trustee so ceasing to act and (c) be notice of such proper substitution and appointment to all parties in interest. In addition, such Trustee ceasing 15 79275551 E IDI� 11 APPROVED )A:E 06/15/22 :IJ 9UMB:Rczcu-zozz -- duly assign, transfer, and deliver any of the property and monies held by Trustee to the trustee so appointed in its or his place. The Trustee may act in the execution of this iay authorize one or more parties to act on his behalf to perform the ministerial functions 'him hereunder, including without limitation, the transmittal and posting of any notices and it shall not be necessary for any Trustee to be present in person at any foreclosure sale. 31. State Specific Provisions. In the event of any inconsistencies between the terms and conditions of this Paragraph 31 and the other terms and conditions of this Security Instrument, the terms and conditions of this Paragraph 31 shall control and be binding. (a) Interest Rate. The Interest Rate, payment terms and/or balance due on the obligations secured by this Security Instrument may be indexed, adjusted, renewed or renegotiated. The priority of this Security Instrument shall not be affected by the imposition, renegotiation or adjustment of the interest rate, or the execution of new agreements which reflect such changes. (b) Size and Location of the Premises. The Premises (a) are located within an incorporated city or village at the time of transfer; (b) do not exceed 80 acres, and are not principally used for agricultural production of crops, livestock, dairy or aquatic goods; and (c) do not exceed 40 acres, regardless of its use or location. (c) Obligations Secured. This Security Instrument shall not secure: (i) Trustor's obligations under Sections 4.29 and 5.16 of the Loan Agreement; or (ii) the Guarantor's obligations under the Guaranty of Recourse Obligations dated the date hereof made by Patrick Wood, an individual and Atoll Property Group, Inc., a California corporation (collectively, the "Guarantor") for the benefit of Beneficiary, if the effect of so securing such obligations would be to preclude Beneficiary from bringing an action against Trustor for breach of such obligations without first (or simultaneously) bringing an action for foreclosure of this Security Instrument. (d) Sale of Premises. All sales of the Premises shall comply with the provisions of Idaho Code § 45-1506 if the Premises are sold in a trustee's sale and Idaho Code § 6-101 through 6-108 and other applicable law if the Premises are sold through a judicial sale. [Remainder of Page Intentionally Left Blank; Signature Page to Follow] 16 79275551 APPROVED )A:E 06/15/22 :IJ 9UMB:Rczcu-zozz -- IN WITNESS WHEREOF, Trustor has executed this instrument as of the day and above written. TRUSTOR: WP5 MERIDIAN II, LLC, a Delaware limited liability company By: PMW Manager, LLC a Delaware limited liability company, its Manager By: - Name: Patrick Wood Title: Manager A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss. COUNTY OF n ) On MAW USA before me, battycv Parenfi , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the personal whose name )Q/are subscribed to the within instrument and acknowledged to me that executed the same in 19her/their authorized capacity(ies), and that by u�� her/their signature on the instrument, the person(e), or the entity upon behalf of which the person(a) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. a• . BRITNEY ►ARENT Notary Public - California Notary PublicO = s Orange County Commission It 2284402 My Comm. Expires Apr 5. 2023 [SIGNATURE PAGE TO DEED OF TRUST] 79275551 APPROVED )A:E 06/15/22 :IJ NVAB:Rczcu-zozz -- IN WITNESS WHEREOF, Trustor has executed this instrument as of the day and above written. TRUSTOR: PW Manager, LLC, a Delaware limited liability company By: PMW Manager, LLC a Delaware limited liability company, its Manager By: Name: Patrick Wood Title: Manager A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss. COUNTY OF ) On Nl)J�,1V1�C✓ i %21 efore me, (Marla!, VATU* , Notary Public, personally appeared t c \100d , who proved to me on the basis of satisfactory evidence to be the person(e) whose name(.$)(Dare subscribed to the within instrument and acknowledged to me that&she/they executed the same in�iis�her/their authorized capacity, and that by &her/their signature on the instrument, the person(e), or the entity upon behalf of which the person() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ,0 4 BRRVEY PARENT Notary Public - California NOtmy Pub11C Z . = Orange County Commission ' 2284402 My Comm. Expires Apr 5. 2023 ! [SIGNATURE PAGE TO DEED OF TRUST] 79275551 APPROVED )A:E 06/15/22 SCE `IUMB:R'czcu-zozz-000e Parcel A: EXHIBIT A Legal Description A tract of land, shown as Parcel A on Record of Survey No. 9174, recorded April 6, 2004, as Instrument No. 11203 1992, official records of Ada County, Idaho, being a part of Lot 8 in Block 1, of Southeast Corner Marketplace Subdivision No. 2 (a subdivision on file in Book 101 of Plats at Pages 13337 through 13340, and amended by affidavits recorded October 29, 2008, as Instrument No. 108119152 and September 28, 2011, as Instrument No. 111078222, records of Ada County, Idaho), situated in the Northwest One Quarter of Section 4, Township 3 North, Range 1 East, Boise Meridian, City of Meridian, Ada County, Idaho, described as follows: Beginning at the Southeast Corner of Lot 8 in Block 1, of said Southwest Corner Marketplace Subdivision No. 2, thence following the Southerly line of said Lot 8, North 88°08'53" West a distance of 79.75 feet; thence leaving said Southerly line, North 1 °51'07" East a distance of 9.99 feet; thence North 43°08'53" West a distance of 43.76 feet; thence North 1°51'07" East a distance of 43.06 feet; thence North 88°08'53" West a distance of 214.06 feet to the Westerly line of said Lot 8; thence following said Westerly line, North 21 °51'07" East a distance of 152.18 feet to the Northwest Corner of said Lot 8; thence leaving said Westerly line and following the Northerly line of said Lot 8, South 88°08'53" East a distance of 272.70 feet to the Northeast Corner of said Lot 8; thence leaving said Northerly line and following the Easterly line of said Lot 8, South 1°51'07" West a distance of 227.00 feet to the Point of Beginning. Parcel B: A tract of land, shown as Parcel B on Record of Survey No. 9174, recorded April 6, 2004, as Instrument No. 112031992, official records of Ada County, Idaho, being a part of Lots 5, 6, 7, and 8 in Block 1, of Southeast Corner Marketplace Subdivision No. 2 (a subdivision on file in Book 101 of Plats at Pages 13337 through 13340, and amended by affidavits recorded October 29, 2008, as Instrument No. 108119152 and September 28, 2011, as Instrument No. 111078222, records of Ada County, Idaho), situated in the Northwest One Quarter of Section 4, Township 3 North, Range 1 East, Boise Meridian, City of Meridian, Ada County, Idaho, described as follows: Beginning at the Northeast Corner of Lot 7, Block 1, of said Southwest Corner Marketplace Subdivision No. 2; thence following the Easterly line of said Southwest Corner Marketplace Subdivision No. 2, South 0°35'00" West a distance of 335.75 feet; thence leaving said Easterly line, North 88°08'53" West a distance of 96.93 feet; thence North 1°51'07" East a distance of 10.00 feet; thence North 88°08'53" West a distance of 178.00 feet; thence 79275551 APPROVED °51'07" West a distance of 23.83 feet; thence DA 06/15/22 8°08'53" West a distance of 259.00 feet to the Westerly line of Lot 5 in Block 1, of said :,,E •;Uh9 B, R, czc�-zozz-000e st Corner Marketplace Subdivision No. 2; thence g said Westerly line and the Westerly line of Lots 6 and 7 in Block 1, of said Southeast Corner Marketplace Subdivision No. 2, North 1°51'07" East a distance of 296.35 feet; thence leaving said Westerly lines and following the Westerly line of said Lot 7 and Lot 8 in Block 1, of said Southeast Corner Marketplace Subdivision No. 2, North 21 °51'07" East a distance of 145.95 feet; thence leaving said Westerly lines, South 88°08'53" East a distance of 214.06 feet; thence South 1°51'07" West a distance of 43.06 feet; thence South 43°08'53" East a distance of 43.76 feet; thence South 1°51'07" West a distance of 9.99 feet to the Northerly line of Lot 7 in Block 1, of said Southwest Corner Marketplace Subdivision No. 2; thence following said Northerly line, South 88°08'53" East a distance of 231.58 feet to the Point of Beginning. Parcel C: A tract of land, shown as Parcel C on Record of Survey No. 9174, recorded April 6, 2004, as Instrument No. 112031992, official records of Ada County, Idaho, being a part of Lots 4, 5 and 18 in Block 1, of Southeast Corner Marketplace Subdivision No. 2 (a subdivision on file in Book 101 of Plats at Pages 13337 through 13340, and amended by affidavits recorded October 29, 2008, as Instrument No. 108119152 and September 28, 2011, as Instrument No. 111078222; records of Ada County, Idaho), situated in the Northwest One Quarter of Section 4, Township 3 North, Range 1 East, Boise Meridian, City of Meridian, Ada County, Idaho, described as follows: Beginning at the Southeast Corner of Lot 4 in Block 1, of said Southwest Corner Marketplace Subdivision No. 2, thence following the Southerly line of said Southwest Corner Marketplace Subdivision No. 2, North 89°5l'00" West a distance of 363.00 feet; thence following said Southerly line, South 0°09'00" West a distance of 62.00 feet; thence following said Southerly line, North 89°5l'00" West a distance of 177.00 feet to the Southwest Corner of Lot 18, Block 1, of said Southwest Corner Marketplace Subdivision No. 2; thence leaving said Southerly line and following the Westerly line of Lot 18 and Lot 5, Block 1, of said Southwest Corner Marketplace Subdivision No. 2; North 1°58'33" East a distance of 222.56 feet; thence leaving said Westerly line, South 88°08'53" East a distance of 259.00 feet; thence North 1 °51'07" East a distance of 23.83 feet; thence South 88°08'53" East a distance of 178.00 feet; thence South 1°51'07" West a distance of 10.00 feet; thence South 88°08'53" East a distance of 96.93 feet to the Easterly line of said Southwest Corner Marketplace Subdivision No. 2; thence following said Easterly line, South 0°35'00" West a distance of 123.42 feet; thence leaving said Easterly line, North 89°5l'00" West a distance of 20.15 feet; thence South 0°09'00" West a distance of 20.00 feet; thence 79275551 APPROVED 19'5 1'00" East a distance of 20.00 feet to the Easterly line of said Southwest Corner DAT 06/15/22 lace Subdivision No. 2; thence ;IJNUMB,R, - jig said Easterly line, South 0°35'00" West a distance of 15.00 feet to the Point of Parcel D: Lots 9 through 10, and 13 through 17 in Block 1 of Southeast Corner Marketplace Subdivision No. 2, according to the plat thereof, filed in Book 101 of Plats at Pages 13337 through 13340, and amended by affidavits recorded October 29, 2008, as Instrument No. 108119152 and September 28, 2011, as Instrument No. 111078222; record of Ada County, Idaho. Parcel E: Non-exclusive easement for ingress and egress by vehicular and pedestrian traffic over and across the Easement Area as defined and described in that certain Declaration of Mutual Access Easement, recorded March 1, 2006, as Instrument No. 106032444, official records of Ada County, Idaho. Parcel F: Easements for parking, ingress and egress, and utilities as defined and described in that certain Agreement of Covenants, Restrictions and Easements relating to Parcel Sale recorded November 2, 2012, as Instrument No. 112115290, official records of Ada County, Idaho. Parcel G: Access Easements as defined and described in that certain Cross -Access, Easement, and Cost - Sharing Agreement recorded June 3, 2011, as Instrument No. 111045241, official records of Ada County, Idaho. Commonly known as: 2902, 293Z 2970, 2986, 3004, 3036 and 3078 N Eagle Road and 3251 and 3423 E Ustick Road, Meridian, Idaho Tax Parcel Nos.: R8048320150; R8048320025; R8048320140; R8048320045; R8048320130; R8048320065; R8048320070; R8048320120; R8048320110 and R8048320080 79275551