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Title Reports 1 & 3 Poppy TrailT O P S PROPERTY PROFILE PREPARED FOR: Nancy Guther Re/Max Palos Verdes 63 Malaga Cove Plaza Palos Verdes Estates, CA SUBJECT PROPERTY 1 POPPY TRL ROLLING HILLS, 90274-5137 Assessor's Parcel No: 7569-007-001 . Courtesy of MATT & CHRISTIAN TITLE REPRESENTATI ;1 awyers Title Insurance, Corporation 800 E. Colorado Boulevard * Pasadeia;:Ck 911-01- (800) 347-7800 • 19300 S. Hamilton Ave., #130 * Gardena. (800) 729-7977 • Lawyers Title Company cannot give assurances, expressed or implied, that the information provided is complete and accurate without the benefit of a policy of title insurance from Lawyers.Title Company. The information contained in this TOPS Property Profile has been furnished as a courtesy by Lawyers Title Company in conformance with the rules established by the California Insurance Commissioner, who urges you to shop for the best service available and compare charges and fees for Title.Insurance,,Escrow and other services associated with the purchase or sale of a home. • • Copyright© 1996-2003 DataQuick®. The above information is obtained from public documents and is not guaranteed. 3/15/2005 09:47:12 Cust Id: 999 Customer Service Rep : Dolores Tops 6.0 ID : 54,683 Property Profile Primary Owner Secondary Owner Ownership Description Site Address Mailing Address Description of the Subject Property Ownership Information : HUI-TSE SHEEN : 1 POPPY TRL ROLLING HILLS 90274-5137 1 POPPY TRL ROLLING HILLS, CA 90274-5137 Telephone : Assessors Parcel No. : 7569-007-001 Census Tract : 6705-001 Map Page Grid : 73 A6 New Page Grid 823 E2 Legal Description : ROLLING HILLS LOT COM AT MOST N COR OF LOT 90 TH SW ON NW LINE OF Housing Tract : 0 - Use Code Zoning Number of Units Year Built Lot Size Square Feet Total Rooms GeoQuality Property Details : SINGLE RESIDENCE WITH POOL RHRA Bedrooms : 6 1 : 1973 . • Bathrooms .: 6.0 Parking : Garage --1 Space(s) : 187308 sqft / 4.300 Acres Vie* ' . Yes • . 6490'' : 20 . 0. .. Pool:: Yes -• FirePlace Lot : 90 Last Sale Date : Document No. : Sale Amount : Last Trans W/O $ : Last Doc W/O $ : Assessed Total : •Land Total : Improvement : % Improvement : Exemption : Tax Information $3,448,892 1: :• : Tax Amount : $2,410,776 : Tax Status . $1,038,116 :„Year.Delinquent : 30% Tax Rate Area : N/A $37,226.06 Current N/A 7084 Sale Information •January5 2004- ''0000016594" N/A . . January 52004 0000016594• •Lender : N/A 1st Loan Amount : '_:$1,497,000 First Loan 'Type : Conventional 2nd Loan Amount : N/A Cost / Square Feet : N/A Copyright© 1996-2003 DataQuick®: Tfie'above information is obtained from•pubhc documents and is not guaranteed. 3/15/2005 9:47:16AM Customer Service. Rep : Dolores TOPS 6 ID: 54,683 (1151 04� RECORDING REQUESTED By STEWART TILE of CALIFORNIA, INC. WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO NAME Hul•Tse Sheen ADDRESS 1 Poppy Trail CITY Roping Hills, CA 90274 STATE & ZIP 04 0016594 GRANT DEED ESCROW NO. / APN NO. 7569-007-001 and 7567-014-074 TfRE ORDER NO. 230210923 NE UNDERSIGNED GRANTOR(*) DECLARE(*) CITY $ .¢ DOCUMENTARY TRANSFER TAX is $ • full value less valets of Bans or - remaining at tine of saN. ❑ computed on full value of properly conveyed, or 0 computed on 0 Unincorporated area: ❑ C� of FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Hui-Tse Sheen, As Trustee of The Hui-Tse Sheen Family Trust, Dated August 29, 2000 hereby GRANTS) to HUI-TSS Stle girtgle man as his sole and separate property, the following described real property in the County of Los Angeles, State of California: Legally described as per Exhibit "A" attached hereto. .This conveyance changes the manner in which Tftle is held grantors and grantees remain the same and continue to held the .same interest R&T 11911 Dated /2 " 2 3- o 3 STATE OF CAUFOHNIA COUNTY OF } }u. On / Zr 2 3 0 3 before me, J1141a # ^� (hero Insert name and title of the officer), personally appeared personally known to me for omvgdto Joe os baloggsgMlEiMiltelciengg)10 be the person(*) w st )jafMrlssiscrine ibed so t) o i hin i nstrumaK nstrument and acimowtedged to ma executed the same irthislherAheir authorized oafslicd i). and that the person(*), or the entity upon behalf of which the person(*) acted, smarted the WITNESS my hand and official seal. Hui-Tse Sheen, As T of The Hui-Tse Sheen Family Trust, Dated August 29.2000 Signature asrcrrmrm a ar'oMsa woman. Description: Los Angeles, CA Document -Year. DocID 2004.16594 Page: 1 of 2 Order: 00000001234 Comment: DP J11Ct(S9N w0NG Cesun. t 1357ti39 'sotwr w owM)1.10noc 115104 •Exhibit A LEGAL DESCRIPTION 230210923 THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, DESCRIBED AS FOLLOWS: PARCEL I: PARCEL I AS SHOWN ON RECORD OF SURVEY, IN THE CITY OF ROLLING HILLS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 85 PAGE 70 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: EASEMENTS FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO. 1 AND NO. 2 AND PARCELS A, B, C, D AND E IN SECTION 6(A) ARTICLE V OF DECLARATION OF RESTRICTIONS, RECORDED IN BOOK 14065 PAGE 345,OF OFFICIAL RECORDS OF SAID COUNTY, AND AS AMENDED IN DESCRIPTION BY THE MODIFICATION OF SAID DECLARATION RECORDED IN BOOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID COUNTY, AND OVER THE LAND DESCRIBED IN ROAD NO. 3 IN DECLARATION OF RESTRICTIONS RECORDED IN BOOK 14710 PAGE 166, OF OFFICIAL RECORDS OF SAID COUNTY. EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OF THE PARCEL NO. 1 ABOVE DESCRIBED. END OF LEGAL DESCRIPTION 04 0016594 Description: Los Angeles, CA Document -Year. DocID 2004.16594 Page: 2 of 2 Order: 00000001234 Comment: DP Recotting requested by 94 1417312 (atet when recorded tail to HOME SAVINOS OP AMERICA'Nor OFxINDUSTRY, CALIFORNIA 91715.00IS Lan No. Title Order Nu 1718432-0 727802-44 -7-f RECORDEDlRLED IN OFFICIAL RECORDS~ LOS ANGELES COUNTY CALIFORNIA 41 MIN. 4 PlitJUI. 291994 PAST SPACE ABOVE THIS LINE POR RECORDER'S USE Deed of Trust and Assigamoat of Rents ?S(.7l/L14V ADJUSTABLE INTEREST RATE LOAN This Deed d Tntht, made this 27TH day of JULY , 1894 , between HUI-TEE SHEEN, A SINGLE MAN AND CHANG YING-CHING SHEEN. A MARRIED WOMAN AS HER SOLE AND SEPARATE PROPERTY herein called TRUSTOR, whose address Is 1 POPPY TRAIL ROAD thumbs? and street) ROLLING HILLS CA 90274 (city) (state) (sip code) SERRANO RECONVRYANCE COMPANY, a California corporation, herein ailed TRUSTEE. sod HOME SAVINGS OP AMERICA, 1PSB, a federal savings bank heroin called BENEFICIARY, whose address Is 4900 Riverarade Road, Irwindale, California 91706-1404. W ITNESSBTH: Tntstor irrevocably grants, transfers and assigns to Trustee, In trust, with polror of sale, that real property in LOS ANGELES County, California, described as: LEGAL DESCRIPTION AS PER EXHIBIT 'A' ATTACHED HERETO AND MADE A PART HEREOF Tbptbar with all intarat which Truator now has or may Mosher acquire In or to said property. and in and to: (a) all eaeeraenta and rights of way appurtenant thereto: and (b) ell bulidinp, atructum, Improvements, !Oboes and appurtenance, now or Wolter plaid thaw, including, but not limited to, all spprattn and equipment, whether or not physkally allied to the lend or any �y� provide or supply alncmiing, sir•oadltIonIng, hest, tpla, water, light, power. rifrigaralbn, rentilatlon, isundry, dishwashing. primp disponi or other wnloss; and all warts tent systems, antenna& Pool equipment, window coeael p MUNI • Mt* KAI nrutrse 1c19 Original 7.7 Description: Los Angeles,CA Document-Year.Doc/D 1994.1417312 Page: 1 of 10 Order:..00000001234 Comment: DP i:. drapes and drapery rods, carpeting and floor covering. awnings. ranges. Ovens, water heaters and attached cabinets; it being intended and agreed that such items be conclusively deemed to be affixed to and to be part of the real property that is conveyed hereby; and (c) all water and water rights (whether or not appurtenant) and shares of stock ;attaining to such water or water rights, ownership of which affects said property. SUBJECT, IIOWUVI1R, to the assignment to Beneficiary of rents, income. issues and profits hereinafter set forth. Trainor agrees to execute and deliver, from time to time, such further instruments as may be requested by Beneficiary to confirm the lien of this Deed of Trust on any such properties, The properties conveyed to Trustee hereunder are hereinafter referred to as "such property The Truster absolutely and irrevocably grants. transfers and amigos to Beneficiary the rents, income, issues and profits of all propenies covered by this Deed of Trust. POR T11I3 PURPOSE OP SI3CURiNO: (1) Payment of the sum of S 1.700.000 0o with interest thereon, according to the terms of a promissory note of even date herewith and having a final maturity date of AUGUST 16 . 2024made by Truster, payable to Beneficiary ;.or: order, and all modifications, extensions or renewals thereof. (2) Payment of such additional auras with interest thereon: (a) as ' may be hereafter borrowed from Beneficiary by the then record owner of such property and evidenced by a promissory note or notes reciting it or they are so secured end alt modifications, extensiona or renewals thereof: or (b) u may be incurred, paid out. or, advanced by Beneficiary, or may otherwise be doe to Trustee or Beneficiary, under any provision of this Deed of Trust and all modifications, extensions or renewals thereof. (3) Performsnce of each agreement of Trustor contained heroin or incorporated herein by reference or contained in any papers executed by Truster relating to the loan secured hereby. (4) Performance, if the loan secured hereby or any pan thereof is for the purpose of constructing improvements on such property. or each provision or agreement of Trustor contained in any building tom agreement or other agreement between Trustor and Beneficiary relating to such property. (5) The performance and keeping by Trustor of each of the covenants end agreements required to bo kept and .performed by Trustor pursuant to the terms of any lease and any and all other instruments creating Trustor's interest in or defining Trustora right in respect to sueh property, (6) Compliance by Traitor with each and every monetary provision to be ';performed by Truster ender any declaration of covenants, conditions and restrictions.perteining to such property, and, upon writtenrequestet Beneficiary, the enforcement by Truster of any covenant to pay maintenance or other charges, if the same have not, i,,bien paid or valid legal steps token 10 enforce such payment within 911 days after such written request is made. (7) At Beneficiary's option, payment, with interact thereon, of any other presort or future indebtedness or obligation of Trustor (or of any successor in interest of Truster to such property) doe to Beneficiary, whether created directly or acquired by absolute or contingent assignment, whether due or not, whether otherwise secured or not, or whether (misting at the time of the execution of this Deed of Trust or arising thereafter, the exercise of such option to be evidenced by a notice in writing to Truster or any successor in interest of Trustor. (8) Performance of all agreements of Truster to pay tees and charges to the Beneficiery whether or not herein set forth. (9) Payment of charges, as allowed by law when such charges are made, for any statement regarding the obligation secured hereby. TO PROTECT T1111 SECURITY OP TIIIS DEEM 01r TRUST, TRUSTOR AGREES: (1) Construction or Improvements. To complete in good and workmanlike manner any budding or improvement or it relating thereto which may be begun on such property or cantempisted by the loan secured hereby, to pay when due all coats and liabilities incurred therefor, and not to permit any mechanic's lien against such property, nor any stop notice against any loan proceeds. Truster also egress, anything in this Deed of Trust to the contrary notwithstanding: (a) to promptly commence work and 10 compieto the proposed improvements promptly; (b) to complete same in accordance with plats and specifications amoral by Beneficiary; (c) to allow Beneficiary to inspect such property at all times during construction: (d) to replace any work or materials unsatisfactory to Beneficiary, within fifteen (13) days after written notice from Beneficiary of such fact, which notice may be given to Ttuator by registered magi, sent to his last known address, oe by personal aervloe of the sine; and (ti) to perform all other obligations of Truster under arty hutlding loan agreement relating to such property. (2) Repair and Maintenance of Property. '1'o keep such property in good condition and repair, not to substnmtially alter, rerstys or demolish any buildings thereon; to restore promptly and in good workmanlike manner any building' which may be damaged at destroyed, including, but not limited to, demage from termites and earth movement; to pay when due ell claims for latioF; performed end materials furnished in connection with such property and not to permit any mechanic's elan aphid such p►?ppity; to comply with all law affecting such prapaty or requiring eny alterations or improvements to be made thereon: not to *Mein or permit waste thereon; not to commit, suffer or permit any act upon such property in'Mellon of law: to cultivate, (tiipta. fertiiee, fumigate and prune; and to do all other acts that from the character or Use of such property may be reasonably neesuaty to keep such property in the same condition (raaaaubte wear end tar excepted) u at the date at this Deed d Trust, LOAN NO 17tO432-6 249 of9 94 1417312 Origins! Description: Los Angeles,CA Document-Year.DociD 1994.1417312 Page: 2 of 10 Order: 00000001234 Comment: DP or crossclaim, whether liquidated or =liquidated, which Truster now or hereafter may have or may claim to have against Beneficiary; and, in respect to the indebtedness now or hereafter secured hereby. Truster waives. to the fullest extent permitted by law. any and all rights of offset which Trustor now or hereafter may hove or claim to have in respect to ell or part of the indebtedness secured hereby, and further waives the benefits of any applicable law, regulation or procedure which provides or substantially provides that, where cross -demands for money have existed between persona at any point in time when neither demand was barred by the applicable statute of limitations, and an action is thereafter commenced by one such person. the other person may assert in his answer the defense of payment in that the two demands are compensated so far as they equal each other. notwithstanding that an independent action asserting his claim would et the time 01 filing his answer be barred by the applicable statute of limitations. (31) Misrepresentation or Nondisclosure. Truster has made certain written representations and dishlosures in order to induce Beneficiary to make the loan evidenced by the note or notes which this Eked of Trust secures. and in the event that Trustor has made any misrepresentation of motorist fact or failed to disclose any material fact, Beneficiary, at its option end without prior notice, shall have the right to declare the indebtedness secured by this Deed of Trust, of the maturity ;-.dote specified in the note or notes. immediately due and payable. Trustee, upon presentation to it of an affidavit signed by .Beneficiary setting forth face showing a default by Truster under this paragraph, is authorized to accept u true and conclusive All farts and statements therein, and to act thereon hereunder. (31.) Statement of Obligation. Beneficiary may charge and collect a fee of SS11.U11 or such greater amount as is allowed by i.w'fot furnishing any statement of obligation, beneficiary's statement, beneficiary's demand or any other statement regarding the condition of or balance owing under the note or notes secured by this Deed or Trust. (33) Notice to Trustor. Any notice to the 'Fruiter provided for in the note or this Deed of Trust shall be deemed given when RAS deposited in the United States mail. postage prepnd, addressed to this Trustor et the address of the Trustor as It appears in •Beneficiary's records pertaining to the loan evidenced by the note et the time notice is given. (34) General Provisions. (a) This Eked of Trust applies to, inures to the benefit of. and binds, alt parties hereto, their heirs, legatees. devisees, administrators, executors, successors and assigns. (b) The term "Beneficiary" shall mean the owner end holder (including a pledgee) of any note secured hereby. whether or not nomad es Beneficiary herein. (c) Wherever the context so requires, the masculine gender Includes the feminine and neuter, the singular number includes the plural, and vice versa. (d) piptions and paragraph headings used herein are for convenience only. are not a part of This Deed of Trust and shall not be used in corutrging it. Y•,(3$) Adjustable Rate Mortgage Provisions. "rho promissory note which this Deed of Trust secures ;retains provisions Whichpermit (a) increases and decreases to the rate of interest provided in tho promissory note on a monthly basic, (b) increases and.deoieasea to the monthly payment of principal and interest on a yearly basis; (c) a limitation on increases and decreases to said monthly payment amount; and (d) Increases in the outstanding principal amount due on the loan. Reference is made to said promissory note for a complete description of the adjustable rate terms or the indebtedness secured by this Deed at Trust. TRUSTOR RHQUl STS THAT A COPY ON ANY NOTICE OP DHVAL'LT AND OP ANY NOTICE OP SALP HHRBUNDIIR Bt3 MAMI.13D TO TRVSI'OR AT T1111 ADDRISS 11111MINABOVII stn. PORT}I. Signature of Trustor Cad , ANG YI G- HI OH SHEEN ae Nisi* r eanu a am, tali5i n a v of 9 LOAN NO 1710432-b 94 1417312 Original Description: Los Angeles, CA Document-Year.DocID 1994.1417312 Page: 8 of 10 Order: 00000001234 Comment: DP PARCEL 1s EKMIT A 1 PARCEL 1 AS SHOWN ON A RECORD OP SURVEY, IN THE CITY OP ROLLING HILLS, COUNTY OP LOS ANGELES, STATE OF CALIFOP.NIA, AS PER MAP RECORDED IN BOOR 85 PAQE(S) 70 OP RECORD OF SURVEYS, IN THE OFFICE OP THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2s EASEMENTS FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO. 1 AND NO. 2 AND PARCELS A. B, C, D AND E IN SECTION 6 (A) ARTICLE V OF DECLARATION OP RESTRICTIONS, RECORDED IN BOOR 14065 PAGE 345. OF OFFICIAL RECORDS OF SAID COUNTY, AND AS AMENDED IN DESCRIPTION BY THE MODIFICATION OF am DECLARATION RECORDED IN BOOK ],431.1. PAGE 58, OF NO. 3IAL RECORDS OP IN DECLARATIONSAID OP RESTRICT'IOONNE R, AND ECORDED ITHS N BOORND 14710, IN PAGE 166, OF OFFICIAL RECORDS OF SAID COUNTY. EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OP THE PARCEL NO. 1 ABOVE DESCRIBED. ✓ 05. tits LOAN ND. 1718432-6 e/cycS 94 1417312 Description: Los Angeles,CA Document-Year.Doc/D 1994.1417312 Page: 10 of 10 Order: 00000001234 Comment: DP RECORDATION REQUESTED BY: • Far East National Bank 101F E. Valley Boulevard Allranrbra, CA 911101 wHESETRARmatim,mc. Far East National Bank 106 E. Valley Boulevard Alhambra, CA 91101 SEND TAX NOTICES TO: Hul-Ts! Sheen 20603 Toluca Avenue Torrance. CA 90603 13o Z$ Q ,?-3 DEED OF TRUST Variable interest Rate Revolving Line of C THIS DEED OF TRUST is dated r47,--203, among dui -Tae Sheen, a single man his sole and separate property ("Trusto er East National Bank, lose address fs l ob Vial Alhambra, CA 91801 (referred to bolo tender" -and sometimes as "Beneficiary"); and Stewart Tito of California, Inc., whose address Is 525 N. Brand Blvd., Glendale, CA 91203 (referred to below as "'noise"). CONVEYANCE AND GRANT. For valuable consideration, Truster Irrevocably grants, transters and assigns to Trustee in trust, with poww of sale, for the benefit of Lender as lenelclary, at of Tnrstor's dght, two, and interest in and to the following described real property, together with el existing or subsequenty erected or affixed buldkgs, improvements and fixtures: at easements, rights of way, end appurtenances; at 1 ..J'water, water rights and ditch rights (including stock in unifies with ditch or irrigation rights); and all other r_i hts roy and ds Died into Ow "'"••••••••.... real property, indudkg without limitation a1 minerals. oil, gee, geothermal and similar ma are, (the ' ear Property" Los Angeles County, State of California: 1.1...4 See Exhibit A, which is attached to this Deed of Trust and made a part of this Deed of Trust es if fully l -"•• sat forth herein. 04 0016595 FOR RECORVEWS USE ONLY The Real Property or its address Is commonly known as 1 Poppy Trail, Rolling Hills, CA 90274. The Assessor's Parcel Number for the Real Property is 7569-007-001 and 7587-014-014 REVOLVING UNE OF CREDIT. Specifically, in addition to the amounts specilled In the indebtedness definition, and without imitation, this Deed of Trutt secures a revolving line of credit, which *Madre Lander to make advances to Tnatftor so long es minister compass with all the terms of the Note. Notwithstanding the amount outstanding at any particular time, thin Deed of Trust secures the total amount of the Note. The unpaid belanos of the revolving line of credit under the Note may at certain times be Zero Dollars (10.00). A zero balance does not offset Lender's agreement to make advances to Truster under the Name. Therefore, Landers inured under this Dead of Trust will remain in full force and effect notwithstanding a zero balance on the Note. Truster presently assigns to Lender (also known as Beneficiary in this Deed of Trust) ak of Trustor's right, tide, and interest in and to at present end future losses of the Property and all Rents from the Property. This is an absolute Essig anent of Rents made in cathodal with an obtgetlon secured by reel property pursuant to California CM Code Section 2938. In addition, Trustor grads to Lender a Unaomi Conrnsrcir Code security interest in the Personal Properly and Rents. This DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND 45) PERFORMANCE OF ANY AND ALL =MATIONS OF THE TRUSTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED 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. Truslor shall pay to Lender all amounts seared by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Truitlor's obligations Nader the Note, this Deed of Trust, and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY. Truslor ogress that Trustee's possession and use of the Property shall be governed by the tolowing 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. Trusts shall maintain the Property in tenantable condition and promptly Worm all repairs, reptscoments, and maintenance necessary to preeervo its value. Com warrants to Lender ) s ownership of the Prop , there has been no ustence With Environmental egeneratioon manufacture,ter represents storage treatment dispos�il, r least theperiod releasea any Hazardous Substance by any person on, under, about a from the Property; (2) Truster has no knowledge of, or reason to believe that there has been. except ae previously disclosed to and acknowledged by Lander in writing, (a) any breath or violation of any Envkonrnatal taws, (b) any Description: Los Angeles, CA Document-Year.Doc/D 2004.16595 Page: 1 of 10 Order: 00000001234 Comment: DP 115104 , Loan No: 65142286-30383 DEED OF TRUST Page 8 (Continued) 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 oy 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 end 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 a➢ 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 Trustee or Lender to elate Trustof'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 Far East National Bank, its successors and assigns. Nom The word 'Note' means the promissory note dated December 17, 2003, in the original principal amount of CIL: th together with all renewals of, extensions of, modifications of, refinancings of, tons of. and 11,497, or a forr>the promissory note from Truster to Lender, agreement. NOTICE TO TRUSTOR: THE NOTE CONTAINS A VARIABLE INTEREST now «RATE. hereafter Personal Properly. The words 'Personal Property' mean all equipment, fixtures, and other articles of personal property owned by Tnnstor, and now or hereafter attached or affixed to the Real Property: together with aft 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. Reel 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, environmental agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and ail other instruments, agreements and documents, whether now or hereafter existing, executed In connection with the Indebtedness. Rents. The word "Rants' 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. Trusty. The word 'Trustee' means Stewart Title of California, Inc., whose address is 525 N. Brand Blvd., Glendale, CA 91203 and any substitute or successor trustees. Truster, The word 'Trustor means Hul-Tse Sheen. TRUSTOR f3 CNO RHHAVING READ D ALL DTHE NOTEE OF OFD PROVISIONS THIS TWEE DEED R TRUbT. OF TRUST, AND ��OR AGREES TO ITS TERMS. RM TRUSTOR: • X Huse 04 0016595 Description: Los Angeles, CA Document-Year.Doc/D 2004.16595 Page: 8 of 10 Order: 00000001234 Comment: DP Exhibit A LEGAL, DESCRIPTION 230210923 THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, DESCRIBED AS FOLLOWS: PARCEL 1. PARCEL 1 AS SHOWN ON RECORD OF SURVEY, IN THE CITY OF ROLLING HILLS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 85 PAGE 70 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: EASEMENTS FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO. 1 AND NO. 2 AND PARCELS A, B, Co D AND B IN SECTION 6(A) ARTICLE V OF DECLARATION OF RESTRICTIONS, RECORDED IN BOOK 14065 PAGE 345, OF OFFICIAL RECORDS OF SAID COUNTY, AND AS AMENDED IN DESCRIPTION BY THE MODIFICATION OF SAID DECLARATION RECORDED IN BOOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID COUNTY, AND OVER THE LAND DESCRIBED IN ROAD NO. 3 IN DECLARATION OF RESTRICTIONS RECORDED IN BOOK 14710 PAGE 166, OF OFFICIAL RECORDS OF SAID COUNTY. EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OF THE PARCEL NO. 1 ABOVE DESCRIBED. END OF LEGAL DESCRIPTION LI A nn4 Description: Los Angeles,CA Document-Year.DocID 2004.16595 Page: 10 of 10 Order: 00000001234 Comment: DP This page is part of your document- DO NOT DISCARD 04 1519239 RECORDED/FILED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES COUNTY CALIFORNIA 06/15/04 AT 08:O0am TITLES) : FEE IFEE $ QI ?, DAF $ (p I C-20 CODE 20 CODE 19 CODE 9 DT.T O� I 0 Assessor's Identification Number (AIN) To be completed by Examiner OR Title Company In black ink. Number of AIN's Shown THIS FORM NOT TO BE DUPLICATED Description: Los Angeles, CA Document -Year. Doc1D 2004.1519239 Page: 1 of 23 Order: 00000001234 Comment: DP } • 6115104 • 0 01 • CHICAGO TITLE COMPANY Recording Requested By and When Recorded, Mail To: The Krasnove Law Firm 3838 Carson Street, Suite 210 Torrance, California 90503 Attn Edward Krasnove, Esq 04 1519230 SUBORDINATED DEED OF TRUST AND FIXTURE FILING NOTICE: THIS DEED OF TRUST AND FIXTURE FILING CONTAINS A SUBORDINATION CLAUSE WHICH MAY RESULT IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT **WHO ACQUIRED TITLE AS HUI—TSE SHEEN THIS SUBORDIN.ATED`DEED OF TR1TST�N FIXTURE FILING (this "Deed of Trust") is made as ofJurie14 , 200 , by ALAN HUI-TSE SHEE /"Trustor"), whose mailing address is .20603 �Toth a Avenue, Torrance, California 90503, to CHICA O TITLE COMPANY ("Trustee"), for the dnefit of DOERKEN REAL ESTATE SERVICES, INC. ("Beneficiary"), whose mailing address is 148 15th Street, Suite 100, Santa Monica, California 904b4 This Deed ate' I'rust rs-given3-inter-aha—fort) purpose of securing a Loan (as hereinafter defined) from Beneficiary, as lender, to Trustor, SNS Cloverleaf Company Limited Partnership, a California limited partnership ("Cloverleaf'), Feringo, Inc , a California corporation ("Feringo") and James Hui- Ying Sheen ("Ying"), as borrowers, the proceeds of which are to be used to finance the real property located in the City of Los Angeles, County of Los Angeles, State of California, more particularly described in Exhibit A attached hereto and by this reference incorporated herein (the "Property") Feringo is the sole general partner of Cloverleaf, and Trustor and Ying are the sole limited partners of Cloverleaf Trustor and Ying are the sole shareholders of Feringo All initially -capitalized terms used herein without definition shall have the meanings given such terms in the Loan Agreement (as hereinafter defined) This Deed of Trust is a third -lien deed of trust subject and subordinate to (a) that certain first -lien Deed of Trust and Assignment of Rents dated July 27, 1994 and recorded in the Official Records of Los Angeles County, California on July 29, 1994 as Instrument 94 1417312 (the "First Senior Deed of Trust") from Trustor in favor of Washington Mutual Bank, a national banking association ("First Senior Lender") as beneficiary, securing certain indebtedness (the "First Senior Loan") in the amount of $1,700,000 00 (the First Senior Deed of Trust, together with all other documents and agreements evidencing, securing or governing such indebtedness being referred to herein as the "First Senior Loan Documents"), as the same exists as of the date hereof, and to any modification, extension, replacement or renewal thereof (but not to any such modification, extension, replacement or renewal which would either increase the principal amount of the First Senior Loan, reduce the term of the First Senior Loan, increase the interest rate under the First Senior Loan, or decrease the amount of insurance to be maintained by Trustor), and only to the amounts from time to time remaining unpaid thereon, and (b) that certain second —lien Deed of Trust and Fixture Filing (the "Second Senior Deed of Trust") from Trustor in favor of Far East National Bank, a national banking association ("Second Senior Lender") as beneficiary, dated December 17, 2003 and recorded in the Official Records of Los Angeles County, California on January 5, 2004 as Instrument No 04 0016595, securing certain indebtedness (the C2 DoerkenBaldw,n Park (Cloverleaf)/ Poppy Trail Deed of Trust 6 11 04 Final 1 Description: Los Angeles, CA Document-Year.DocID 2004.1519239 Page: 2 of 23 Gf/0023//j... x v,. Order: 00000001234 Comment: DP 6115104 IN WITNESS WHEREOF, Trustor has executed and delivered this Deed of Trust as of the date first above written C2 Doerken/ialdwin Park (Cloverleaf)/ Poppy Trail Dced of Trust 6 11 04 Final TRUSTOR ALAN HU-TS B H 20 04 1519239 Description: Los Angeles, CA Document-Year.DocID 2004.1519239 Page: 21 of 23 Order: 00000001234 Comment: DP gf S 6115104 • EXHIBIT A to Deed of Trust on Poppy Trail Property Legal Description PARCEL I PARCEL 1 AS SHOWN ON RECORD OF SURVEY, IN THE CITY OF ROLLING HILLS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 85 PAGE 70 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY PARCEL 2 EASEMENTS FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO 1 AND NO 2 AND PARCELS A, B, C, D AND E IN SECTION 6(A) ARTICLE V OF DECLARATION OF RESTRICTIONS, RECORDED IN BOOK 14065 PAGE 345, OF OFFICIAL RECORDS OF SAID COUNTY, AND AS AMENDED IN DESCRIPTION BY THE MODIFICATION OF SAID DECLARATION RECORDED IN BOOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID COUNTY, AND OVER THE LAND DESCRIBED IN ROAD NO 3 IN DECLARATION OF RESTRICTIONS RECORDED IN BOOK 14710 PAGE 166, OF OFFICIAL RECORDS OF SAID COUNTY EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OF THE PARCEL NO I ABOVE DESCRIBED 22 C2 Doerken/Baldwm Park (Cloverleaf)! Poppy Trail Deed of Trust 6 11 04 Final 04 i ci nc)n„. Description: Los Angeles, CA Document -Year. Doc!D 2004.1519239 Page: 23 of 23 Order: 00000001234 Comment: DP TITLE(S) FEE CODE 20 CODE 19 CODE 9 This page Is part of your document - DO NOT DISCARD 04 2717939 RECORDED/FILED IN OFFICIAL RECORDS LOS ANGELES COUNTY CALIFORNIA 9:01 AM OCT 21 2004 D.T,T Assessor's Identification Number (AIN) To be completed by Examiner OR Title Company in black ink. Number of AIN's Shown THIS FORM NOT TO BE DUPLICATED Description: Los Angeles,CA Document-Year.Doc/D 2004.2717939 Page: 1 of 7 Order: 00000001234 Comment: DP [RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO 1 Trustee Corps 2112 Business Center Drive, / 2"d floor Irvine, CA 92812 a l "I (D,S 04 2717930 Space above lh,s line for recorders use only] Trustee Sale No CA03103879C Loan No POPPY TRAIL Title Order No 4855078 IMPORTANT NOTICE NOTICE OF DEFAULT AND ELECTION TO SELL UNDER DEED OF TRUST IF YOUR PROPERTY IS IN FORECLOSURE BECAUSE YOU ARE BEHIND IN YOUR PAYMENTS, IT MAY BE SOLD WITHOUT ANY COURT ACTION, and you may have the legal right to bring your account in good standing by paying all of your past due payments plus permitted costs and expenses within the time permitted by law for reinstatement of your account, which is normally five business days prior to the date set for the sale of your property No sale date may be set until three months from the date this notice of default may be recorded (which date of recordation appears on this notice) This amount is $1 ,853,447 88 as of 1012012004 and will increase until your account becomes current While your property is in foreclosure, you still must pay other obligations (such as insurance and taxes) required by your Note and Deed of Trust or Mortgage If you fail to make future payments on the loan, pay taxes on the property, provide insurance on the property, or pay other obligations as required in the Note and Deed of Trust or Mortgage, the Beneficiary or Mortgagee may insist that you do so in order to reinstate your account in good standing In addition, the Beneficiary or Mortgagee may require as a condition to reinstatement that you provide reliable written evidence that you paid all senior liens, property taxes, and hazard insurance premiums Upon your written request, the Beneficiary or Mortgagee will give you a written itemization of the entire amount you must pay You may not have to pay the entire unpaid portion of your account, even though full payment was demanded, but you must pay all amounts in default at the time payment is made However, you and your Beneficiary or Mortgagee may mutually agree in writing prior to the time the Notice of Trustee's Sale is posted (which may not be earlier than the end of the three-month period stated above) to, among other things, (1) provide additional time in which to cure the default by transfer of the property or otherwise, or (2) establish a schedule of payments in order to cure your default, or both (1) and (2) Following the expiration of the time penod referred to in this paragraph of this notice, unless the obligation being foreclosed upon or a separate written agreement between you and your creditor permits a longer period, you have only the legal right to stop the sale of property by paying the entire amount demanded by your creditor Description: Los Angeles,CA Document-Year.Doc/D 2004.2717939 Page: 2 of 7 Order: 00000001234 Comment: DP Trustee Sale No CA03103879C Loan No POPPY TRAIL Title Order No 4655078 04 2717939 To find out the amount you must pay, to arrange for payment to stop the foreclosure, or if your property is in foreclosure for any other reason, contact DOERKEN REAL ESTATE SERVICES, INC. c/o TRUSTEE CORPS 2112 BUSINESS CENTER DRIVE 2ND FLOOR IRVINE, CA 92612 (949) 252-8300 If you have any questions, you should contact a lawyer or the governmental agency which may have insured your loan Notwithstanding the fact that your property is in foreclosure, you may offer your property for sale, provided the sale is concluded prior to the conclusion of the foreclosure REMEMBER, YOU MAY LOSE LEGAL RIGHTS IF YOU DO NOT TAKE PROMPT ACTION. NOTICE IS HEREBY GIVEN THAT. MTC FINANCIAL, INC. dba TRUSTEE CORPS is the original Trustee, duly appointed Substituted Trustee, or acting as Agent for the Trustee or Beneficiary under a Deed of Trust dated 0611412004, executed by ALAN HUI-TSE SHEEN WHO ACQUIRED TITLE AS HUI-TSE SHEEN, as Trustor, to secure obligations in favor of DOERKEN REAL ESTATE SERVICES, INC., as Beneficiary Recorded on 06/15/2004 as instrument No. 04 1519239, of official records in the Office of the Recorder of Los Angeles County, California, as more fully descnbed on said Deed of Trust and on "Exhibit "A" attached hereto and made a part of this document This Deed of Trust is one (1) of three (3) Deeds of Trust securing a Promissory Note and Mezzanine Loan and Security Agreement In the original principal amount of $ 3,150,000.00. In addition, see Exhibit "B" attached hereto and made a part of this document. The beneficial interest under said Deed of Trust and the obligations secured thereby are presently held by the Beneficiary, that a breach of, and default in, the obligations for which said Deed of Trust is security has occurred to that the payment has not been made of The Beneficiary under Deed(s) of Trust and the Mezzanine Loan and Security Agreement has declared the Loan in default for violations under the following provisions contained in the Loan Agreement Section 3.3 Property Ownership: Tse shall be the owner of the Poppy Trail Property and all Personal Property related thereto, with good and marketable title and nghts thereto, free and clear of all Liens, restrictions and encumbrances other than the Poppy Trail Property Permitted Encumbrances Section 3.10 No Adverse Condition Except as otherwise disclosed in writing by Borrowers, the Project, the Crest Road Property and the Poppy Trail Property shall not have injured by fire or other casualty occurnng after the Effective Date of this Agreement, not shall any other material adverse change regarding the Project, the Crest Road Property, the Poppy Trail Property or the financial condition of Borrowers or the Project have occurred after the Effective Date of this Agreement Section 5.1(b) Interest, Interest Payment Generally: With respect to the Second Tranche of the Loan, on each Payment Date dunng the term of the Loan, Borrowers shall pay to Lender the Base Rate Interest payable on such date Payment Date that there is insufficient Net Cash Flow available to Borrowers to pay such interest and furnish Lender with a detailed statement setting forth the amount of Net Cash Flow then available Section 5.2 Conditions to Disbursement of the Reserved Interest Amount. Lender's obligation to disburse any portion of the reserved Interest Amount hereunder shall be subject to satisfaction of the following conditions (a) no Event of Default shall have occurred, and each of the representations and warranties set forth in the Loan Documents shall be true in the applicable Payment Date as if made on and as of such Payment date, and (b) the Project, the Crest Road Property and the Poppy Train Property shall not have been injured by fire or other casualty, not shall any other material adverse change regarding the Project, the Crest Road Property and the Poppy Trail Property or the financial condition of the Borrowers have occurred Description: Los Angeles,CA Document-Year.DocID 2004.2717939 Page: 3 of 7 Order: 00000001234 Comment: DP • 04 2717939 Trustee Sale No CA031038790 Loan No POPPY TRAIL Title Order No 4655078 Section 5.3: Conditions to Accrual of Base Interest: Lender's agreement to accrue unpaid Base Rate Interest as provided in Section 51 shall be subject to satisfaction of the following conditions (a) no Event of Default shall have occurred, and each of the representations and warranties set forth in the Loan Documents shall be true on the applicable Payment Date as if made on and as of such Payment Date, and (b) the Project, the Crest Road Property and the Poppy Trail Property shall not have been injured by fire or other casualty, nor shall any other material adverse change regarding the Project, the Crest Road Property an the Poppy Trail Property or the financial condition of the Borrowers, have occurred Section 6.3.1 Modification of Senior Loan Documents' My amendment or modification of the Senior Loan documents by Borrowers shall require the prior wntten consent of Lender, in its sole and absolute discretion Section 6.412 Disbursement of Second Tranche: No Event of Default shall have occurred or exist under any of the Loan Documents or the Senior Loan Documents, and each of the representations and warranties set forth in the Loan Documents shall be true on the Second Tranche closing Date as if made on and as of the Second Tranche Closing Date Second 6 413 Disbursement of Second Tranche : The Project, the Crest Road Property and the poppy Train Property shall not have been injured by fire or other casualty, nor shall any other material adverse change regarding the Project, the Crest Road Property or the Poppy Trail Property, or the financial condition of Borrowers, have occurred Section 6.6.3 Borrower Representations Borrowers represent and warrant that there are no encumbrances on the Project property, the Crest Road Property, or the Poppy Road Property other than those set forth on Exhibit G or as disclosed in pro forma title policies prepared by Chicago Title Company Borrowers covenant that with the exception of the encumbrances of Lender and Senior Lenders upon the Project Property, the Crest Road Property, and the Poppy Road Property, there will be no further encumbrances placed on the Project Property, the Crest Road Property, the Poppy Road Property, the Leases or the Personal Property until Lender is paid in full under the terms hereof Section 6.6.4 Relief From Automatic Stair Borrowers are not insolvent and will not be rendered insolvent by the transactions contemplated by the Loan Documents After giving effect to such transactions, no Borrower will not be left with an unreasonably small amount of capital with which to engage in its business or undertakings, nor will borrowers have incurred debts beyond its ability to pay as they mature Section 7.6 Pending Litigation: Except for the case filed by Harris Trust and Savings Bank on the Los Angeles Superior Court on April 21, 2004 and captioned Harris Trust and Savings Bank v American Computer Digital Components. Inc . et al (Case No BC314137), there is no pending or, to the knowledge of Borrowers, threatened action, proceedings or investigation before any court, Governmental Agency or arbitrator against or affecting Borrowers, the Project, the Crest Road Property, the Poppy Trail Property, or any Borrowers' other assets which, if decided adversely affect the financial condition of Borrowers or of any of Borrowers' assets, or would adversely affect the present or future ability of Borrowers to perform its obligations under the Loan Document Section 7.7 Title Tse has good and marketable title in fee to the Poppy Trail Property, free and clear of all Liens and encumbrances except the Poppy Trail Property Permitted Encumbrances and Loan Documents Section 715 Financial Position' The financial statements and other financial data delivered to Lender relating to Borrowers are true, correct and complete in all matenal respects, and fairly present the financial position of the subject thereof as of the dates indicated No material adverse change has occurred in the financial condition of Borrowers since the date of such financial statements, and, except for the Loan, Borrowers have not incurred any indebtedness since the date thereof Borrowers do not have any obligations or liabilities of any kind or nature whatsoever, accrued, absolute, contingent or otherwise, including tax liabilities, contract liabilities or tort liabilities, except for the obligations and liabilities of Borrowers hereafter accruing under the Loan Documents Section 7.16 Disclosure. None of Borrowers' representations or warranties contained in any Loan Document contains any untrue statement of Material fact or omits to state of matenal fact necessary in order to make the statements contained therein accurate and not misleading There is no fact, circumstance or condition, financial or otherwise, known to borrowers which would prevent, limit, impede or render more costly the development, ownership, use and operation of the Project, the Crest Road Property or the Poppy Trail Property, or which would matenally affect the business, operations, assets or conditions (financial or otherwise) of Borrowers or the Project Property, the Crest Road Property or the Poppy Trail Property • Section 8.5 Lien Protections: In the event that any claim'of Lien is asserted against the Project, the Crest Road Property or the Poppy Trail Property, or any stop notice or claim is asserted against Lender by any Person furnishing labor or materials to the Project, the Crest Road Property or the Poppy Trail Property, Borrowers shall immediately give written notice of same to Lender and shall promptly and in any event within thirty (30) days thereafter (a) pay and discharge the same, (b) effect the release thereof by delivering to Lender, at Borrowers' sole cost and Description: Los Angeles, CA Document -Year. DocID 2004.2717939 Page: 4 of 7 Order: 00000001234 Comment: DP 04 2717939 Trustee Sale No CA03103879C Loan No POPPY TRAIL Title Order No 4655078 expense, a surety bond complying with the requirements of Laws for such release, or (c) take such other action as Lender may approve in writing to release Lender from any obligation or liability with respect to stop notice or claim Section 816 Notice of Certain Matters. Borrowers shall give notice to Lender promptly upon teaming of (a) any litigation or claim of any kind affecting or relating to the Project, the Crest Road Property or the Poppy Trail Property, (b) any matenal dispute between Borrowers, or between a Borrower and any Governmental Agency relating to the Project, the Crest Road Property or the Poppy Trail Property, (c) any trade name hereinafter used by a Borrower or any change in a Borrower's principal place of business, (d) the creation or imposition of any mechanics' lien or Lien against the Project Property, the Crest Road Property or the Poppy Trail Property, (e) any Event of Default or any state of facts or circumstances or conditions or events which, after notice or lapse of time or both, would constitute or result In an Event of Default, and (f) any other event or condition causing an adverse change regarding the Project, the Crest Road Property or the Poppy Trail Property of the financial condition of a Borrower Section 8 17 1 Netiative Covenants. Borrowers shall not, without the prior written consent of Lender, which may be given or withheld in Lender's absolute discretion (h)create, incur, assume, or suffer to exist any Lien, encumbrance, secunty interest, conditional sale arrangement or title retention arrangement on any part of the project, the Crest Road Property, the Poppy Trail Property, the Personal Property or the Office Buildings, except for the Loan and the Permitted Encumbrance Section 9.1 Events of Default: The occurrence of any of the following, whatever the reason therefore, shall constitute an Event of Default (c) Borrowers fail to obtain Lender's approval prior to taking of any action described in section 6 3 (m) Any representation or warranty in any Loan Document, Senior Loan Document or any financial statement given by a Borrower proves to have been incorrect in any material respect (o) A Bankruptcy Event or other material adverse chance in financial condition occurs with respect to a borrower, Shareholder or Partner (q) A Material adverse change in financial condition occurs with respect to a Borrower, Shareholder, or Partner In addition to the foregoing, by entering into a Lock Box Agreement with the Senior Lender that was different from the form approved by Lender that was different from the form approved by Lender and which omitted any payment of Net Cash Flow to Lender, Borrowers and the Senior Lender violated express terms of the Loan Agreement In doing so, Borrowers and the Senior Lender acted in bad faith and with the intent to harm the financial and secunty interests of Lender By virtue of these Events of Default, the Lender effective October 20.2004 does hereby elects to declare the entire unpaid balance of the Loan due and does cause to exercise its remedies under Section 9 2 of the Loan Agreement, along with interest, penalty interest, late charges due the lender plus foreclosure cost and legal fees that are due or may become That by reason thereof, the present Beneficiary under such Deed of Trust, has executed and delivered to TRUSTEE CORPS, said Trustee, a written Declaration and Demand for Sale, and has deposited with said duly appointed Trustee, such Deed of Trust and all documents evidencing the obligations secured thereby, and has declared and does hereby declare all sums secured thereby immediately due and payable and has elected and does hereby elect to cause the trust property to be sold to satisfy the obligations secured thereby DATED 10120104 By: TRUSTEE CORPS rp for Beneficiary BY R JOHNSEN, A ; +'•T%' IZED SIGNATURE Description: Los Angeles, CA Document -Year. DocID 2004.2717939 Page: 5 of 7 Order 00000001234 Comment: DP • EXHIBIT A 04 2717939 LEGAL DESCRIPTION OF POPPY TRAIL PROPERTY PARCEL 1 PARCEL 1 AS SHOWN ON RECORD OF SURVEY, IN THE CITY OF ROLLING HILLS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 85 PAGE 70 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY PARCEL 2 EASEMENTS FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO 1 AND NO 2 AND PARCELS A, B, C, D AND E IN SECTION 6(A) ARTICLE V OF DECLARATION OF RESTRICTIONS, RECORDED IN 1300K 14065 PAGE 345, OF OFFICIAL RECORDS OF SAID COUNTY, AND AS AMENDED IN DESCRIPTION BY THE MODIFICATION OF SAID DECLARATION RECORDED IN BOOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID COUNTY, AND OVER THE LAND DESCRIBED IN ROAD NO 3 IN DECLARATION OF RESTRICTIONS RECORDED IN BOOK 14710 PAGE 166, OF OFFICIAL RECORDS OF SAID COUNTY EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OF THE PARCEL NO 1 ABOVE DESCRIBED 50 C2 Doerken/Baldaan Park (Cloverleaf)/ Mezzanine Loan Agreement 6 11 04 Final Description: Los Angeles,CA Document-Year.DocID 2004.2717939 Page: 6 of 7 Order: 00000001234 Comment: DP EXHIBIT "B" 04 2717939 IN ADDITION TO THE DEFAULT STATED ABOVE, THE BENEFICIARY HEREBY ELECTS TO CONDUCT A UNIFIED FORECLOSURE SALE PURSUANT TO THE PROVISIONS OF CALIFORNIA COMMERCIAL CODE AND TO INCLUDE IN THE NONJUDICIAL FORECLOSURE OF THE ESTATE DESCRIBED IN THIS NOTICE OF DEFAULT AND ELECTION TO SELL ALL OF THE PERSONAL PROPERTY AND FIXTURES DESCRIBED IN SAID DEED OF TRUST AND ASSIGNMENT OF RENTS, RECORDED IN LOS ANGELES COUNTY, STATE OF CALIFORNIA AND THE FINANCING STATEMENT FILED IN THE OFFICE OF THE CALIFORNIA SECRETARY OF STATE. THE BENEFICIARY RESERVES THE RIGHT TO REVOKE ITS ELECTION AS TO SOME OR ALL OF SAID PERSONAL PROPERTY AND/OR FIXTURES, OR TO ADD ADDITIONAL PERSONAL PROPERTY AND/OR FIXTURES TO THE ELECTION HEREIN EXPRESSED, AT BENEFICARY'S SOLE ELECTION, FROM TIME TO TIME AND AT ANY TIME UNTIL THE CONSUMMATION OF THE TRUSTEE'S SALE TO BE CONDUCTED PURSUANT TO THE DEED OF TRUST AND THIS NOTICE OF DEFAULT AND ELECTION TO SELL. Description: Los Angeles, CA Document -Year. Doc/D 2004.2717939 Page: 7 of 7 Order: 00000001234 Comment: DP et • jRECidRBING AEOUESTED�� BfY AND 1a. 7 r l . ► t WdLTO:) truste* Corps • 2112 Business Ca ' a, 2" floor- Suite 201 Irvine, CA 92612. x • 1126105 -f 015 v,,c 05 0185418 ISPiro above this Nne for rsoocd,h use arid Trustee Sale # CA03103$70C ; Loan# POPPY TRAIL Order # 465507$ N .TIe TRUSTEE'S SALE YOU ARE IN DEFAULT UNDER A DEED OF TRUST DATED glijAng. UNLESS;YOU TAKE ACTION TO PROTECT YOUR .: MAY BE SOLD AT A PUBLIC1SALE. IF YOU NEED AN EXPLANATION OF THE NATURE OF THE PROCEEDINGS SHOULD CONTACT A LAWYER. ice, ton FINANW,L INS.. dba•:TRUSTLE CORPS as the duly appointed Subefituted Tiweyi under and Ied of Trutt itegpr ed.on 0611512094 as Matrilineal No. 04 1519239, of official ripords in the Mice of the R4cohder 4f los Meeks County. mama, executed by, ALAN uUt TS/ EN amo•AruguiREQ Tm.B5 !tut:rim mil. as -Truster, goEimmr REAL monomial, , INC., as Beneficiary, , • .J WILL SELL AT PUBUC AUCTION TO THE HIGHEST BIDDER FOR CASH (payable at time of rain in lawful 'money of the United States. by cash a cashier's check by a state or national bank, a check drawn by a state or federal credit anion, or ■ check • drawn by a state or federal savings and loan essociatlon, savings association, or savings bank epecined in section 5102 of the Financial Code and authorized to do business in this state). AT: THE FRONT ENTRANCE TO THE POMONA MUNICIPAL COURTS BUILDING, 350 W. MISSION BLVD. POMONA, CA -:-- . The property heretofore describedIs being sold °as IV. 'Ali tight Oda and Interest convoyed to and now held by it under said Deed of • Trust in the property situated in said County and State describing the land therein: APN 075691007401 SEE EXHIBIT "A" (LEGAL DESCRIPTION) ATTACHED HERETO AND MADE A PART HEREOF; • • SEE EXHIBIT "B" (UCC1) ATTACHED HERETO AND MADE A P HEREOF. • SEE EXHIBIT "B1" (LIST OF PERSONAL PROPERTY) ATTACHED HERETO AND MADE A PART HEREOF. 'The street address and other common designation, If any, of the resit property described above is purported to be: 1 POPPY TRAIL, ROLLING$ HILLS, CA. .• :The undersigned Trustee disclaims any liability for any incorrectness of the street address and other common any, shown herein. Said sale 'MIt be made, but without covenant • or warranty, exgmessn d or implied, regarding tide, possession or encumbrances, to pay the remaining principal sum of the Note(s) secured 'by said Deed of Trust, with Interest thereon, as provided in said Note(s), advances,. If any. under the terms of the Deed of Trust, eat4nated fees, charges and expenses of the Tnslss•and of the trusts created by said Deed of Trust, The total amount of the unpaid balance of the obligation secured' by the property to.be sold and reasonable estimated costs, expenses and advances at the time of the Initlal publication of the Notice of Trustee's Sale is: 61.4N,A06.53 (estimated amount). Accrued Interest and additional advances, it any, will Increase this noun prior to sale. ttti'11rt>tstti is unapla t titltle for ttnv rteason. the sful.bitterk iqji and exclusive' trym.dv shall be the tetturn.of monies oald to the Trustee and the successful'blgdershall haven further recourse* The Beneficiary under said Deed of Trust heretofore executed and delivered to the undersigned a written Declaration of Default end Demand for Sale, and a written Notice.of Default and Election to Seli. The undersigned caused said Notice of Default and Election to Sall to be recorded In the ,County where the vial property ie located and more than three months have elapsed since such recordation. Description: Los Angeles, CA Document-Year.Doc/D 2005.185418 Page: 2 of 7 Order: 00000001234 Comment: DP 112610 Trustee Sale # CA03103S79C Loan* POPPY TRAIL Order * 4655076 'TRUSTEE CORPS' Dated: 01/2112005 TRUSTEE w • as Successor Trustre Signature 2112 BUSINESS CENTER ORIVE, 3 ) FLOOR, IRVINE, CA 92612 FOR SALE INFORMATION CONTACT: (T14)'673-7777, (714)573.1955, (949) 2524300 FOR REINSTATEMENT I PAY OFF REQUESTS CONTACT: (949) 2624300 xt,130 2 • • • • 05; 01185418 Description: Los Angeles, CA Document-Year.Doc/D 2005.185418 Page: 3 of 7 Order: 00000001234 Comment: DP 1128105 EXHIBIT A LEGAL DESCRIPTION 01? POPPY TRAIL PROPERTY PARCEL 1: • • PARCEL 1 AS SHOWN ON RECORD OF SURVEY, IN THE CITY OF ROLLING HILLS, COUNTY OF LOS ANGELES; STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 85 . PAGE 70 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. • PARCEL 2: EASEMENTS FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO. I AND NO.2 AND PARCELS A,.B, C, D AND E IN SECTION 6(A) ARTICLE V OP DECLARATION OF RESTRICTIONS, RECORDED IN BOOK 14065 PAGE 345, OF OFFICIAL RECORDS OF SAID' COUNTY, AND AS AMENDED IN DESCRIPTION BY THE MO:DIFICA.TION OF SAID DECLARATION RECORDED' IN. BOOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID COUNTY, AND OVER THE LAND DESCRIBED IN ROAD NO. 3 IN DECLARATION OF RESTRICTIONS ;RECORDED IN BOOK 14710 PAGE 166, OF OFFICJ4L RECORDS OF SAID COUNTY. • EXCEPTING THEREFROM THAT PORTION THEREOF LYING 'WTTEUN THE LINES OF THE PARCEL NO. 1 ABOVE DESCRIBED. 05. 0185418 Description: Los Angeles, CA Document-Year.DoclD 2005.185418 Page: 4 of 7 Order: 00000001234 Comment: DP 1126105 • • • EXHIBIT "B" IN ADDITION TO THE DEFAULT STATED ABOVE, THE BENEFICIARY HEREBY ELECTS TO CONDUCT A'UNIFIED FORECLOSURE SALE PURSUANT TO THE PROVISIONS ()F CALIFORNIA COMMERCIAL CODE AND TO INCLUDE IN THE NONJtDICIAL FORECLOSURE OF THE ESTATE DESCRIBED LN THIS NOTICE OF DEFAULT AND ELECTION TO SELL ALL OF THE PERSONAL PROPERTY AND FIXTURES DESCRIBED IN SAID DEED OF TRUST AND ASSIGNMENT OF RENTS, RECORDED IN LOS ANGELES COUNTY, STATE OF CALIFORNIA AND THE FINANCING • STATEMENT FILED IN THE OFFICE OF THE CALIFORNIA SECRETARY OF STATE. THE BENEFICIARY RESERVES THE RIGHT TO REVOKE ITS ELECTION AS TO SOME OR ALL OF SAID PERSONAL PROPERTY AND/OR FIXTURES, OR TO ADD ADDITIONAL PERSONAL PROPERTY AND/OR FIXTURES TO THE ELECTION HEREIN, EXPRESSED, AT BENEFICARY'S SOLE ELECTION, FROM TIME TO TIME AND AT ARTY TIME UNTIL nth CONSUMMATION OE THE TRUSTEE'S SALE TO BE CONDUCTED PURSUANT TO THE DEED OF TRUST AND THIS NOTICE OF DEFAULT AND ELECTION TO SELL. 05 0185418 Description: Los Angeles, CA Document -Year. DoclD 2005.185418 Page: 5 of 7 Order: 00000001234 Comment: DP 1126105. • • • ' 1, ' • . , • '. EXHIBIT. "B3" • . • . PERSOi�iAL PROPavRTY . .. _ . . •. " 1 All. plans sutd••speciftcatrons •tar the constrncnoti •ogai•ation did us of the Protect; tacl1dnig without limitation; architectural plans and as•butit plans (thelPLai &')' ' • • • • • ' ' 2 All'•f o nalzoutng apprvals; platting; site h plant and oter•applicable•developrneiif'approvaasi indrperiaits from: "all.' gone'rrrtieiital 'rtuthorsties'Y for' the 'coast -fiction of• the Iinprovements,' t la'dia Without liiriifalisin, conditional use' perinits,'variances, itiithassiratiCiis-lssi es sutd be'rtiticsitxa teotteetively, the••'Perssiir, and Entitlements') • • • r1 r: . .. :� ' :: `: • • 3 A;ll tmprovemenis and all. distends intended -fort eotfstrucfion, T i Licit; alferaiioa'tardrepair of suchimprovemeu new' cr hereafter' erected' tfitreon,'all'ofWhich* mate: tlr'al56It'Ise'deairiid'tobe tlicluded: wtthni••the Protect iminedtately upon the' delavety theieof to' i h'ir Propeily; iiid lilt • eilisipinent; • furnishings and other •articles at :peisonal 'p'tidpc ty now "or''hereaft r' o wnid 0- 146 'B6i'iovircr and sitt'ached to or ticnttr iied'irt amt • iised'sr. cailsiectidii ivitfi t}ie"?rro and"i ctiidtiig;'6iit tilt lititsted to, alt furniture furnishings, apparatus, taclunety; sginptiiettt, motors, boiler) buadtng;, :harem* app:inaces, .fire prevention and exptigtugtting apparatua''sectusty sad arceis .control 'a 'trash'rece iacfcs b '•" s' dd l•es yi 'e0," "•• • . ppdratti�, P silt 1u'bs,'wsiter heaters •skater�ctoseth;, staks'� 1� , .. dssp'osets, wiuficrs, ':>ryers,' clevatcrs, :En ngs; rradiators; ranges,' reittgsretra;' wins, srtonat wihddws, stoiiis , , dogs; 'sFiartei;'sc eons. blituts,'curta ins' and ciirtaiir rods; t'tiii'rot .caliuiets pata6l ;' tug p 9tutestt • • antennas, satei?;te dsshes•'and :systems; fclec"grsimuaic3tiori"s tystesits'(iiac tidisig;:.vi%tiaio `turtttart�a e4titpmenty••fncilties and devices); tree's`' la "chi ett '"_r uat essbs, uinWa, , p tits; r�; fig; b' .� beds�!�t. � ' '� • etiifffiiter�s; ''Elms,' chests, desks, • bcoiccanes; Tables, 'Fisiigings,; •decoririons;;'','in4'• cluases, • ••-gl`asdware, silverware:, tableware; Linens, towels,lbeddtng, blankets, thins, dtshwsre, ointment, brio - ii -brae, kitchen' equtprrrent,.utensils, bars,' bar fi, tures, uniform's; safes, cash ragssters, aceotnttsag and duplicating machmcs, comet nications equipment, vaults,• radios, teeboxesi statuary, lamps, office equipment and other furrasbings ntit all plumbing, heatutg, lighting; cooking, ]sundry: vent eting, . refrigerating, inc:neratsng, trash compacting, air-conditioning and spttnkler equipment, tal'ephone systems, televisions and television systems, audio and vrdea systems(rnaluding;without limttaizton,• equipment, facilities and devices). fitness and 'exercise equiptrtent,' computer systani.% reservation systems and fixtures and appurtenances thereto and all renewals or replacements ti eraofoi erfales iii substitution thereof, whether or not the same are or shall be attached tb the Project snd'Itttps4vimeati • in any manner (the' Tangible personalty") and alt proceeds and pr jtucls ofany.of the foregoing 4 .Insurance policies rinad preteeds thereof and any' -and all present and future acconntt, general . • intangibles, instruments, inventory, documents and chattel paper, sill returned, rejected'ar repossessed • goods, the sale or lease of Which shall have. given or shall give hiss toga itcpoint or chattel paper, shad aft`books and records ui whatever media (paper, electronic fir otherwise),.recdrded or:stored, with resspect to'the foregoing arit•alt equipment and•,general inrmsgibles necessary or benefiptal to rerun, aiaess• andior process the iaforiisation contained in those books end records. now or hereafter affecting or'•felating to the Project or any part thereof, and' all proceeds or prod 'thereof, uiehtdmg, without lirsi'taiian, (i)all leases. (including equipment,' leases),'' rental :e e> s,' sales cos;'rtracta,.- management contacts, franchise and related ag dements, construction contracts, atchttoe s' eorincaats, technical services•, agreements, licenses and permits, (OA �e etvieblea; customer obligations, installment payment obligation and other ohligsticns noVertistina'or heiseaftei• hissing or creased out of the sale or lease of property or rendenrig of services by ire Borrawer is tit business of ownership ' and operation of the Project or acquired' front others. including; without lumting thetnieraltty cf the • foregoing, from rental of rooirn's, halls,: stores,' o!fides, erhibit'or sales-apscc'of every kind, license, tense•a td concession fees and rentals, health drib membership fees, food' and beverage, whole acid retail sales of merchandise service charges, and • pioceeds.•tf any. from usiness sntetxnptton or . • 05 9105418 Description: Los Angeles, CA Document-Year.DoclD 2005.185418 Page: 6 of 7 Order: 00000001234 Comment: DP • r 1t 6/0>• �,,-.� EXHIBIT "ill" CONTINUED.... • other loss of income tns.:rance, (m) all rights to payment from any consumer credit/charge card orgarizanon or entity (includt ng, but not lurked to, the organizations. or trines which sponsor and administer the American Express Card, the Colic Blanche Card, the Discover Card, the Master Card, the Visa Card and the Diners Club Card) (iv) all checks and consumer credn/aharge card shpt and receipts, and (v) all of the Borrower's right, title and interest is all royalties, license fees and other income or proceeds derived from trademarks, trademark applications, the registration therefor, the good will of the business symbolized by the same, now or hereafter filed, owned or b (collectively, the "Intangtble Personalty) Notwithstanding the foregoing provisions, so*, assignment and grant of security interest' contained herein shall not extend to, and the Intangible . Personalty shalt no: tiiclude, any personalty which is now or hereafter' held by the Borrower f le or capab licensee, lessen or atnerwise, to the extent tliat'(a) such personalty is not asst $tom :being encumbered as a matter of law or under the terms of tine license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall • lie enforceable under applicable law), without the consent of the licensor or lesser thereof or other applicable party thereto . and (b) such consent lias not been obtained', larsads.d,jioweiet, that the Intangible Personalqr shall include, any and'all'pioceeds of such perso;naity to the extent that the assignment or encumbe� ` nblf of Stich proceeds is not so restricted under the• terms of the license, lease or other.a,gree n, apF thereto ` , • • As used, in thts Exhibit, the word `Improvements" rneans all impRovements biult or to be built on that certain real property \mown as the Cloverleaf Business Park end located at440.490 ,Cloverleaf D Baldivm Park, Caiifomia"91706, in the County of Los Angeles, :itate'of California, :teeny�e t t limitation, fourteen (14) office buddugs A3 used in this Exhibit, lie word ``Pro] I Property and the Improvements The `Project Property" means tat certain real property known u the Cloverleaf Business Park:and located at 400-490 Cloverleaf Dnve, Baldwin Park, California 91706, is the County. of Los Angeles, State of California I. , �• . 05 0185418 Description: Los Angeles, CA Document-Year.DoclD 2005.985498 Page: 7 of 7 Order: 00000009234 Comment: DP y 6115104 O N CHICAGO TITLE COMPANY Recording Requested By and When Recorded, Mail To: The Krasnove Law Firm 3838 Carson Street, Suite 210 Torrance, California 90503 Attn Edward Krasnove, Esq 04 1519230 SUBORDINATED DEED OF TRUST AND FIXTURE FILING NOTICE: THIS DEED OF TRUST AND FIXTURE FILING CONTAINS A SUBORDINATION CLAUSE WHICH MAY RESULT IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT **WHO ACQUIRED TITLE AS HUI—TSE SHEEN THIS SUBORDINATED DEED OF TRUST -0T FIXTURE FILING (this "Deed of Trust") is made as of une'1 , 2004, by ALAN HUI-TSE SHEE t"Trustor"), whose mailing address is 20603 Toluca Avenue, Torrance, California 90503, to CHICA O TITLE COMPANY ("Trustee"), for the • nefit of DOERICEN REAL ESTATE SERVICES, INC. ("Beneficiary"), whose mailing address is 14 8 15'h Street, Suite 100, Santa Monica, California 90404 1 This Deed. o _ n,-+rater-ahai forthe purpose of securing a Loan (as hereinafter defined) from Beneficiary, as lender, to Trustor, SNS Cloverleaf Company Limited Partnership, a California limited partnership ("Cloverleaf"), Feringo, Inc , a California corporation ("Feringo") and James Hut- Ying Sheen ("Ying"), as borrowers, the proceeds of which are to be used to finance the real property located in the City of Los Angeles, County of Los Angeles, State of California, more particularly described in Exhibit A attached hereto and by this reference incorporated herein (the "Property") Feringo is the sole general partner of Cloverleaf, and Trustor and Ying are the sole liinited partners of Cloverleaf Trustor and Ying are the sole shareholders of Feringo All initially -capitalized terms used herein without definition shall have the meanings given such terms in the Loan Agreement (as hereinafter defined) This Deed of Trust is a third -lien deed of trust subject and subordinate to (a) that certain first —lien Deed of Trust and Assignment of Rents dated July 27, 1994 and recorded in the Official Records of Los Angeles County, California on July 29, 1994 as Instrument 94 1417312 (the "First Senior Deed of Trust") from Trustor in favor of Washington Mutual Bank, a national banking association ("First Senior Lender") as beneficiary, securing certain Indebtedness (the "First Senior Loan") in the amount of $1,700,000 00 (the First Senior Deed of Trust, together with all other documents and agreements evidencing, securing or governing such indebtedness being referred to herein as the "First Senior Loan Documents"), as the same exists as of the date hereof, and to any modification, extension, replacement or renewal thereof (but not to any such modification, extension, replacement or renewal which would either increase the principal amount of the First Senior Loan, reduce the term of the First Senior Loan, increase the interest rate under the First Senior Loan, or decrease the amount of insurance to be maintained by Trustor), and only to the amounts from time to time remaining unpaid thereon, and (b) that certain second —lien Deed of Trust and Fixture Filing (the "Second Senior Deed of Trust") from Trustor in favor of Far East National Bank, a national banking association ("Second Senior Lender") as beneficiary, dated December 17, 2003 and recorded in the Official Records of Los Angeles County, California on January 5, 2004 as Instrument No 04 0016595, securing certain indebtedness (the C2 Doerken/Baidw,n Park (Cloverleaf)/ Poppy Trail Deed of Trust 6 11 04 Final 1 Description: Los Angeles,CA Document-Year.DocID 2004.1519239 Page: 2 of 23 Cf/Da3//e- X y9 Order: 00000001234 Comment: DP Do e,2kein ,pE v ET� onal QUESTED BY: felt trb•Y��__q CA riot VECOMAINNIA, Neu .1 W H Few East World dank fwd"B 911101 ouleverd END TAX NOTICES TO: Hut -Tea Sheen Toluca Avenue z3 0 2(oci d-3 DEED OF TRUST Variable Interest Rats Revolving Line of THIS DEED OF TRUST Is dated 7-,--2003JLmong his sole and separate property ("Thu ar East National Bank, w�F oss as ries Alb of CA 91801 (referred to bolo onsettmei `tsnddr""and sometimes as Beneficiary") ? '� California, Inc., whose address is 525 N. Brand Blvd., Glendale, CA 91203 (referred to below as CONVEYANCE AND GRANT. For valuable consideration, Truster irrevocably grants, transfers and assigns to Trustee in trust, nth posher of sale, for the bandit of Lender as Bsndiciary, alI of Trustees right, title, and interest in and to the 1olowing daacdbed reel Framer. togsinr ` with all existing ar subsequently erected or el16xd buildings, improvements and Ibdtres; all easements, Vote d way, and tepptrterrar s: water rights and ditch rights (Including stock in utilides with ditch or irrigationand rights); minors, and c5w "Heel frrD Sties, e104 profits mew Los —••..,rsei progeny, kiduding wiirout limitation eft funerals. oil, gas, geothermal 1 1 Angeles 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 I set forth herein. f The Real Property or its address Is commonly known' as 1 Poppy Trail, Rolling ,Hills, CA 90274. The 9 r Assessor's Parcel Number for the Real Property is 7569-007-001 and 7567-014-014 A REVOLVING UNE OF CREDIT. Specifically, In addition to the amounts. speck in the indebtedness definition, and without limitation. *VI this Deed of Trust secures a revolving brie of credit, *Mich obligati* Lender to recce advances to Truster so long se Truster coniplies n with al Me terms of the Note. Notwithstanding the amount outstanding at any particular time. Ns Deed of Trust secures the tobl 1 " r zero of its Nose The unpain er s agreement of the to line sd ces�to T � the Note eNNoss. msre'd% Landers lr t under that certain terns be Zero Dollars (MO} is of na does not effect Lender's 4 ifs r,srrt a sere biome on the Note. Deed of Trust will remain in full force and effect notw�istandlnii and interest in .[ pnient Trueton preen *y assigns to Lander (� I n se B.nefici.ry in this Deed of Trust) all of Tnntor'a right, title, and future leases of the Property and all Rents from the Property. This is an absolute asiigr meat 0 Rents made in connection with an cbsg•tlon secured by real property pursuant 10 California CM Cods Section 2908. In addtlfon, Truster ;rants to Lender a Un4orm Camomile Cali security interest In the Personal Property and Harts. TTffs OM OF TRUST. INCLUDING THE ASSIGNMENT OF RENTS ANO THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, Is GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OSLIGATIONS ---L [)L�rHE TRUSTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN ANDA ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except ae aierwise provided in this Deed of Trust, Truster shall pay to Lender * am Deed clef Ty the Deed of Trust as they became due, and shag strictly and in a timely manner perform all d Truant's obligations tinder Me and the Related Documents. that 'Trestle's possession and use d the Property shell be governed POSSESS10N AND WINTENANCE OF THE PROPERTY. Trusror agrees by the following provisions: and moral a the Property; (2)pos.ssslon and Use. Until the occurrence d an Event of Default. Truster may (1) remain in possession use, cperate or mirage the Property' and (3) collect the Rents from the Property, all rep.ks, replacements, and Duty to MslntNf. UMW SWmaintain the Property in tenantable condition and pranpdy perform maintenance necessary to preserve Pe value. a Trusters owr+skshER d Compliance With Environmental Laws. Tudor represents and warrens to Lander that (1) During the period Property, there has been no use, generation, manufacture. storage, treatment, disposal, release or t weetened release al any Haurdous sxceptr>ce by anYk:o person on, under. about or w rem tde L In�writing,(a) any breach or vihas no knoviiedge i tioon d any avereason to believe that thin ,((b) arty eucc� u previously ktisctoted b and acknowledged by 04 0016595 FOR RECOROEJTS , DOILY Description: Los Angeles,CA Document-Year.Doc/D 2004.16595 Page: 1 of 10 Order: 00000001234 Comment: DP MAR 14 2005 15:53 FR CHICAGO TITLE TO 9131031780.545 P. 11 Chicago Title Prepaijed For : THE REAL STATE CO'NECTIUN 7AFFAR 3312 SEPL VFT)A BLVD. SUITE 51O TOREJN , CA Chicago Title 535 N. Brand Blvd Glendale, CA 91203 Office Phone; 800-880-9124 Fax (818) 550-3272 1 PUPPY TRL KULLLNG HILLS, 90274-5137 Asstessor's Parcel No : Title Representative : 7569-007-001 CHRISTINE (J11 -MORE Thank You For Remembering Chicago Title Company This title nformation has been furnished free of charge by Chicago Title Company in confotrnauct ith the rules established by the California Insurance Commissioner, who urges you to shop for a best service available aril compare title insurance and other service associ4ied. with the purcha of a home 1 his title ormatirn is furnished as an accommodation only. The information contained herein is not a complete slate at or representation of the status of title iu i e property in question and no assurances arc made or linb,lity assumed as to the accuracy thereof. If you wish protection again,,;( lils& with respect to the statue of title, you should ubtalu a commitment, binder or policy of title im'Irawe. Copyright1996-2UU.t 1 taQuick' The thine i fefruali m 18 obtninoc from public docum'nrc and it.. :tut ii-,�arana:cd- 3/ I4([ 5 0 ..1 1 o Customer Service Rep 1 MARIO JARAMILLO Tors 6 ID : 92,231 tic eAM"-- CL414N v v 1 mJ 11-70.611e-0-12 (Os- E £L pc‘v.a„.As2w-4,_ way /(((q7 01713 �-�— uti-o 6I(SIoy frt0 Sa.fors444-4.--) s"0 -1;e)2_, L) y �; <6 (s K Sy. VVVSa.. . Oho, -,;cc ricsv,on 1-14 'A 4 -kV e,\ .� vv,o f (,yo . S k L 2-15 r ld (_1(iov4 s4 61-k Vvii-A—M- rieS -Don c4-1 3 ,''r'>1 -Kai( - (cam k)exu-y-1 3/hl1 a5 i',2, MAR 14 2005 15:54 FR CHICAGO TITLE TO 913103780545 P.02 Property Pro Primary Owner : Secontlaty Owner : Ownership Description : Site Address : Mailing; Address telephone Assessors Parcel No. : Census Tract : Map, Page Grid Legal Pesct ption : Rousing Tract : 0'1,171 14/2005 8:45:2_1AM pescriptiop of the Subject Prnnerlr Ownership Information 111.1 -TS> SHEEN 1 FOPPY TRL ROLLING HILLS 90274-5137 1 POPPY CRL ROT TING HILLS. CA 90274-5137 7569-007-001 6705-001 73 A6 New Page Grid 823 E2 ROLLING Hn T .S T [)T COM AT MOST N COR OfWT 90TH SW ON NV/ LINE OT 0 - Property Details Use Code : SINGLE. RESIDENCE WITH POOL Zoning : RIIRA Nimber of Units : 1 Year Built : 19'73 Lot Size Square Feet Total Rooms Bedrooms Bathrooms Parking : 18'i30$ sqf (4:300 ACTS View 6490 Pan! : 20 FirePlace GeoQuality : 0 . 6,0 Garage -1 Space(s) : Yes . Yes Lot : 90 Tax Information Assessed Total : $3,448,697 Land Total : $2,410,776 Improvement : $1,036,116 Improvement : 30% Exemption : N/A 'lax Amount : $37.226.06 Tax Status : Current Year Delinquent : N/A Tax Rate Area : 7U84 Sale Information Tale Dare : January 5 2004 Lender : N/A neat No_ : 0000016594 1st Loan Amanita : $1,491,000 _Amount : N' A First Loan Type : Cnnvenvone1 is W/0 S : January 5 7.004 2nd Loan Amount : N/A rc W/O $ : 00110016594 Cost / Square Feet : NIA 1996-2003 DotaQuicA. The above ,aiortn9tinn la nbrainrkl Ruin public document] and lc no: guor/nterd. Customer Service Rep : MARIO JARAMILLO TOPS 6 ID: 92.231 MAR 14 2005 15:54 FR CHICAGO TITLE TO 913103780545 P.03 Sales Compar e following analysis t s hdNctl on the salcs closest to 1 POPPY TRL All of the properties are located within Parcel ook 7569. The Sale,: t'Comparables scaich was further refincd ti ing the following constraints : all of thr salcs occlurcd een Mar 1 2004 slid Mar 14 2005 , Please contact you) Titic Represcntative for more informx,li�.,it. r Subject P I petty SHF.T.N, HUI-TSE 1 POPPY TRL ROLLING HILLS - ?0274 Sa1rs P,iuc Luau Amount Suuauc Footai'c Number of Bctlmon s Number orAetluooms Ycat Built Lot Sizc Cost' 5quatc Foot Low $ 1,605,000 $ 0 1,957 3 2.0 1936 38,333 S820.13 Averate S 2.866,818 S 1,360.455 1977 4 3,9 1956 141.518 S720.85 High S 5,100,000 $ 2,000;000 6,809 5 6.0 1979 280,962 $749.01 Stiles hate Amount Cost 1 Sq Ft APN : 7569-00/-1101 Lu1 Size Legal ROLLING I, ILLS Lot COM AT MnsT N COR or Usc Code 911, AUSTIN & LLARENA 40 PORI UGUESE BEND RD . ROT I TV(TVG WILLS - 90274 APN 7569-008 UO3 Located 3ffroximazely 0.14 miles front le subject property. 01,0512001 Bed / Bath : $0.00 Tract ; 0 Year Dullt 7 1973 187,308 / 4.30 acre SINGLE B p,STDENCE WITH FOOL 6.00 / 6,00 Poo SqFt : 6,490 Units : 1 Stitt Date I I,'10/2004 Bcd / Bath 3.00 ' 3 00 Pool Amount : $ 2,450,000.0U Tract : 0 SciFt : 1,957 Cost/ Sq Ft : $ 1,252.00 Year Built : 1951 Units : 1 Lot She : 205,603 / 4.72 Uae Code ; siaccLE RESIDENCE WITH POOL YU, HONGTAO . 88 S A1G EBA RD RULULL/dG HjLS -T. 92'4 APN : 7569-006-001 Laxatcad approximately 0 15 mien from Ole china prupw iy. Sales Date : Amount : ('ost1SuFt : Lot Size : Uve Code : 06/30/2004 Bed / Bath : 3.00 / 2.00 Pool $ 2,049,000.00 Tract : 0 SgFt t 1,216 S 637.00 Year Built : 1446 LTrlta : 1 79,274 / 1 82 aL1GS SINCLE RESIDENCE wl l"H Pont. BFiARADI A, ,IL MA 16 PlIst TREE LN ROLLING HELLS - 90274 APN . 7569.013-019 Locate approximately ( .25 miles from the s.ihiect proper '. Sale§ Date : Amount : Colt /SgFt : Lot Sizc Live Code : 08/12,2004 Bed 1 RNLI! : 4.00 / 4.00 Pool S 2,900,000.00 Tract : 0 Sgl1 : 4,829 $ 601.00 Year Built : 1951 Units : 1 264,714 ! 6.08 SINGLE RESIDENCE Wl11-1 POOL 4 LrC, TOM Br GINGER 15 UP?ER DLACKWA'1'E1Z CYN RD ROLLNG HILLS - 90274 APN 7569-011-006 Located ap noxirnatsly ).30 miles *m the sulijax propatS Salta Date : Amount : Cnst/Su Ft : Lot Slaa : Use Cude 05114/200.1 Red / Bath ; $ 4,161,000.00 Tract : 0 $ 773.00 Year Built : 1979 236,095 / 5.42 SINGLE RESIDENNC Wfl POOL 5.0016.00 Pool Sgkt : 5,385 Units 1 � r Coon 1996-2003 DataQuickct. Thc above iuformntiort is obtained from public documents and h r of g'. as 6 1n :92.231 tit 1/200S 8:45:2SAM Cncnnuer Service Rcp:141AR10 JABA1VrTf.1,n TO 913103780545 P.04 MAR 14 2005 15:55 FR CHICAGO TITLE t T4, • ST DENLS FAMB V TRUST 14 PORTI 'GUESS 13 END Rl) ROLLINC HILLS 90274 APN : 7` 69-004-018 Located approximatcly 03\mi1cs from the subject property BATES, JOHN & PUDITH ID PU5.11,'M RID( F. RI) ROO iMI HILLS - 90274 APN : 7669-010-015 approximately 03yhiles Item the oubject property. Sales Date : Amount cost/SqFt Lot Slzc : Uso Code : 06/03/2004 Bed `bath $ 2,200,000.00 Tract : 26214 5'95.00 Year tiutlt : 1936 18,787 1 1.12 acrcx SINGLE FAMILY RESIDENCE ANTHONY, PHTT TP 2.140 PALOS VERDES DR N ROLLENki HILLS - 90274 AFT : 7169-M11-006 Located approximately 0.4 D miles from the rubject property. Sales Dale : Amount : Cost / Sq Ft : Lot Sl',.e : Use Code : 4.0014.00 Pool SqFt : 2,769 1'uitR : 1 08/18'2004 Bed) Bath ' 1.00 / 4.00 Pool S 3,)00,000.00 Tract : 0 SqFt : 2;6]5 S 1,147.00 Year Built : 1951 Units : 1 280,962/6.45 SINGLE RESEDE/s1C.F WITH POOL Sales Date Amount : Cost Su Ft Lot 8-./C Use Code : U4/14/2004 Red / Bath : 5,0016.00 Pool $ 1,92_ ,000.00 Tract : 0 SqFt 4,827 $ 399.00 Y ear Built : 1967 Cults ; 1 105,850 i 2.41 SINGLE RESIDENCE WITH POOL LIM, CHARLES It JEONGOR 15 CREST RD R' ROLT .TNEI HILLS - 90274 AI'N : " 569 025-014 Located approximately 0 E mipcs Crutu du aubioct prqxxty. BOR7,T, WILLIAM & CAROL 6 JOAN CANYON HD 02 12OLLIN G HIT .1.5 - 90274 APN : 7569-023-023 Loaucd approximatcly.0.46 miles from the athja.•t piupaty. Sales Date Amount Cost / Sq Ft : T.nt Slze ; Use Code : 12/2212001 Bed i Rerh : $ S,100,000.00 Tract ; 0 $ 749.00 Year Built : 1942 115,434/ 2.65 $1NULE PAMIT.Y RESIDENCE 4.00 / 5.00 SqFt : 6,809 Units : 1 Soles Data : Arttou nt : Coat / Sci Ft : Lot Size : Use Code ; 10'04/7 nna Ded / Bath S 3,695,000.00 Tract : 24669 $ ],011.00 Year mat : 1952 81,022 /1.86 acres SINGLE RES1Dh\L'E WITH POOL 3.00 / 3.00 Pool SqFt : 3.653 Units : 1 10 I: DINAJL& A2002TR 2 CHESTNUT IN ROLL4G HILLS - 90274 APN 569-073-024 Located epp r ixirnawly 0 • • :'nibs from the subject propery. 11 MITCAL, AR1C 1 C 71gUT LN RO LiG HILLS - 90274 APN 7569-023-028 approtUmslcly 0,66 mile" from the subject zrerty Use Code : Sales Date : 05/06/2004 Bed / Rath : 4.00 / 3.00 Yool Amount : S 1,605,)M).no Tract : 24669 SqFt : 3,549 Cost i Sq Ft : $ 452.00 Year Built 1970 Unilx : 1 Lot Size : 38,333 10.88 acres Use Coda : SLNGIF. RESIDENCE WITH POOL Sales Pate : Amotmt : Cost / Sq Ft : Lot SLte : Copyritth 3/14/2005 8:45:28AM 07/08/2004 Bed 1 Bath : S 2,450,000.00 Tract : 24669 $ 192.00 Year Built : 1972 100,624 12.31 SLNGLE RESIDENCE WITH roOL 4.00 ! z.W1 Pool SqFt : 4,142 Units : 1 1996 2003 DataQiucksa). the above lnitxruatiun is obteincd from public aocumem.c and ie not euTantccd. roomer Service Rtp: MAR1O JARAMIZLLO 1.0P5 6 ID : 92,231 MAR 14 2005 15:55 FR CHICAGO TITLE TO 913103780545 P.05 1 POPPY Tn., 40 PORTUGUESE BEND R.7 I 1) 1 CITES-INU1' u 88 SnDDLCDIACK RD 16 PINE TREE LN 17 UPPER DLACKWAIERICYN R13 14 PORTUGUESE BEND RD 6) in POSSUM RIDGE RD I) 7.740 PALOS VERDES DR 4 ) 15 CREST RD W o) h i MKS CANTON RD ,10) 2 CHESTNUT LTI Sales Co»iparables Map * 4 l:35AM CHICAGO TITLE 11 Comparable Proprrrim! Pnrks Sir= i Schools ,V Fre W yc Highways ltrnrc Lakec • Libraries Copyrigbc 1596 2003 DataQuickg I f e above intbrmntiulr is obtain cd from public CocumefTc An[l ib nut uaresnlccd. 3/141200s CnsGuner Service Rep = MARIO JAJ -AI .Ti,1,0 TOPS 6111' 42,241 TRA CT NO n731 - M 9744 - IS - 17 FOR Mi. ASS4 1 OF Y -II III:: Id RO LLING H .LL S M. B 20 - r: ,9 - 35 T RACT 1.42. 19040 _ M. ISS92-2 /11.; 30 H7.xlii .WO - :: -Is. .W.- ASSESSOR MIF COUNT)- ]F LOS 0>63ELLS, 09d9IHD H H r m SbS08Z80ICI6 01 m MAR 14 2005 15:56 FR CHICAGO TITLE TO 913103780545 P.07 Demographic Dstrnogranhic information for Cennu_jract 670500 in Los Angeles County Cellist's Tracts arc srnnll, relatively permanent statistical subdivision of a county. Census tracts usually have berweeil 2,500 and 8,000 persons and when first defin«l, arc destined to be homogeneous with respect to pupulation characteristies,econornic status, and 1iv ing conditions. Census tracts do not cross county buuiidaries.Boundaries are delineated with ifir, intention of being maintained over a long rime su that statistical comparisons can be made. Mi Population Profile 0-15 1b-11 eiFemak The values o SO -101 S10 -20k $20-35k '05-50k S50 -75k • S75 -100k $100k+ Total Population —1,871 own below reflect the nuniher of households in the census tract that fall late each category. Total Households — 637 Income 8(1:3%) 27 (4.2%) 4 (0 6%) 35 (5.5%) 42 0'i.6%) 45 Q.1 %) 476 (74.7%) -CensusTract Average income: 244,618 MSA Average Theme: 34,965 The Metropolitan Suu4stical Area (MSA) renreecnta the oentral i ounty together rich adjacent communities that have a high degree of economic aqd eoctai integration with the cenrral p on nucicum. Y Education Nu Diploma HS Diploma AA Degree BA !Bb Degree Graduate Degree Profession Bb Exec / Admin 239 137 Sales / Tech 262 114 Farm/Fish 13 398 Craft /Repair 27 421 Other 12 Number of Cars 1 36 2 211 3 173 4 103 Nuns 9 T ToeW Timer 0-20 20-40 40-60 60-90 90+ Work Home 59 328 94 88 84 65 1996-2003 pataQuick1Z. The sleeve information is obtained &Lau public documents nud is not guaranteed. Customer Service ReptMARTO JARAMTLT,O 10PS 61D : 92,231 MAR 14 2005 15:56 FR CHICAGO TITLE TITLE(S) : FEE Is page la parl Of your document - DO NOT DISCARD rFE$30 J SS N,F.94 2 CODE 20 TO 913103780545 04 0010594 D T.T CODE 19 CODE SURVEY, MCNUME".1T FEE $10. CODE 9 S 9 Aceesaor's4denliflcation Number (AIN) To be corn vied by Examiner OR Title Company In black Ink. Number of AIN's Shown �7 9 - d©'] - to / THIS FORM NOT TOM DUPLICATED P.08 MAR 14 2005 15:57 FR CHICAGO TITLE TO 913103780545 P. 09 • RECORDING Fit r.31(13 D' STtWART T WHEN RECORD ANC) MAIL TAX E 115104 OF CALIFORNIA, INC. NMI TO TG►JGNTS 10 moon rail os. CA '0274 GRANT DEED TTTLE DROEa NO. 23021^" scow N0. ' THE UNDCf£IGNGD GRA TOR(s) DECLAnE(c) Ci ry k 1: �. oocLuENTAR TAANVCR TAT: is T 9- ��- ▪ computed On Jll value 0! propeny pnnveyi0.0r El Computed on lull Valu0 less value o1 Lens or onarmMnrean� rnd'n1n9 el LIMO o 6.3 • ur1n00Ivorel area ❑ Crryol FOR A vALUABLE CiNSIOERATION, receipt of which is hereby acknowledged, HuI-Tse Sheen, Aa T1lt6lee 01 The Hui -Tae Shoon Family Trust. Dated August 29, 2000 hereby GRANTS) to Hui-Tse Sheen, t sin a man as Iris sole end separate proper,y. 04 0016594 FN NO. 75P4037-QD1 era 7567-011-01/ the !blown; daxrlbE Legacy described as This convoyanCQ cn2 same Interest R&T 1 z d real propeny in the County or Les Angeles. State of Colilornia der Exhibit `A" attached 'wrote oes the manner in which Tile Is hold Grantor 3 and grantees rema.n the same end continue to meld the Q11 Dated )_' 12 3 - Q 3 STATE CiE CALIFOF1NIel COUNTY OF II On J 7 -� (hers ineuA name Ann I bMore me. of the otllcar). pe,sorally APPearan ro be 'nor erpon s wno]a nanro(eL 'ur0 euberrtber1 to the MUlln Irulrumerrr pars ones/Yno.nl re...• �.meonl r•r •Ie n) • r • . • ) r O inp eetnurled�ed to m Nod; gra ne r,oy a:waled n �e same inyy+ar r soibOn: ao waru'. *e Al one 'J+or Oaa.Torfmal! 7q M1BNf013) Ur11f•a Ins1Nr*onl the pimento). or the on upon behall vl rake the pereen(I) erred, otaculeC QIP Inbtruurei .1 , Hu •Tse Sheen, As Trustee O1 ThF HUI.TSe Sheen Family Trust. ()Filed August 29, 2C00 WITNESS my nano pPor:el eon!. WOK Com, 11157ii7 my .Oru' mush cxrw•. „ alt. Goo, ur '.11.1 . ho nri /06i 0/4,0/10 PL MAR 14 2005 15:57 FR CHICAGO TITLE s - c, THE LAND REFS COUNTY OF LOE PARCEL 1: PARCEL 1 AS HILLS, COON RECORDED IN OF THE COUN PARCEL 21 EASEMENT Z FO NO. 1 AND NO ARTICLE V OF 14065 PAGE 3 AMENDED IN D RECORDED IN COUNTY, AND DECLARATION OFFICIAL REC '��1Jtl04 Exhibit t LEGAL DESCRIYr10N TO 913103750545 P.10 r . 230210423 RED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, ANGELES, DESCRIBED AS FOLLOWS: 1OWN ON RECORD OF SURVEY, IN THE CITY OF ROLLING OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP OOK 05 PAGE 70 OF R.ECORA OF SURVEYS, IN THE OFFICE RECORDER OF SAID COUNTY. ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS 2 AND PARCELS A, B, C, D AND E IN SECTION 6(A) DECLARATION OF RESTRICTIONS, RECORDED IN HOOK OF OFFICIAL RECORDS OF SAID COUNTY, AND AS SCRTPTION BY THE MODIFICATION OF SAID DECLARATION pOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID EVER THE LAND DESCRIBED IN Rmn NO, 3 IN F RESTRICTIONS RECORDED IN BOOK 14710 PAGE 166, OF �RDS OF SAID COUNTY. E)CEPTINO TKEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OP THE PARCEL NO. 1 ABOVE DESCRIBED. END OF LE DESCRIPTION L 04 0016594 MAR 14 2005 15:58 FR CHICAGO TITLE FEE CODE 20 CODE 19 CODE 9 TO 913103780545 P. 1 1 his page Is pan of your document- DO NOT DISCARD L E O /0 04 0016595 kiCORDID/FILED IN OFFCIAL ITEMS RECORDER$ OFFICEE LOSANGELOS COUNTY CALIFORNIA JAN Q5 2004 AThAM. 1113 E E T D.A. FEE Code 20 S J.T,T Assessor's Identification Number (AIN) To be corn letod by examiner OR Title Company In black Ink. Number of AIN's Shown THIS FORM NOT TO DE DUPLICATE - MAR 14 2005 15:58 FR CHICAGO TITLE TO 813103780545 P.12 115104 ,1tECCRDATION R-SUESTED BY: far East N.11onal = na 1115 E. Valley Soul net AINm♦sro, CA 91 wriaiNcArdi Fwd �FRNIA, INC. s sr Post National nk 105E Valley Bow re Attlamwa. CA 91 1 SEND TAX NOTIC S TO: Hul-Tae Sheen 20&iJ lathe A•- a Torrance, CA BIS•3 L3 DEED OF TRUST Variable Interest Rale Revolving Line of Credit THIS DEED OF UST Is dated December 17, 2003, among Hul•Tse Sheen, A single man es alai sole end separate propert ("Trualor"); Far Feslt Natlonol Bonk, whose address 15 105 E. Valley Boulevard, Alhambra, CA 41801 (rarer to below sometimes ■a 'Lender" and sometimes ea 'Beneficiary"): and Stewart Title of California, Inc., 050 address Is 575 N. Brand Blvd„ Glendale. CA 91203 referred to below as "TrusiCol_ CcNVEYANCC AND ITT. For valbsote consideration, Trualor Irrevocably pants. Iranllers and otsigns to 1 ruslee In eu$L wllh pane' of .alt. tor the Er+elt of Lender as aonellciary, all of TIUStor'c ^9'l a b Ir BtI l har6 l -'C •Itoltcs. dnlg9 d woya 'o pP proparty twerbol r. In al existing e1 a e0=r�ey waned or en and bvadin�. L='o're yr �y p gee ")....",.4.171 real op rt r °ten ut mltetion al m'3(00i, als, nIn 1a spec p ryv.el aI a d e ar manors. (the r rReel Property-) Ioca ed in � real property, B i Angeles County, State of California: See Exhibit A, which Is attached to thli Deed of Treat and mado a pan of thla Deed of Trutt DS If fully set forth herein, 1 The Reel Prove y or Its address is commonly known as 1 Poppy Trail, Rolling Hills, CA 90274 The r Aisasaor's Parc I Number for the Real Property is 7569-007.001 and 7567-014.014 REVOLvINio LINE 0 CMEDR. SPeeltlos!h, In addition to Irle amounts specified in INS Inaebtedoess definition. and Without Ilm1011on, r wl Dll U e Trout u!ae • to-raisingNrrollnsure ng rive em0UM sun a ng 11 any DanIelot Lender to mats CV srlime Nibs 1or so D. 0��usl ■ocuresas Trustar ��e1l les veldt all 10 a tins . the Nets. A r a�rnwnl 01 Uo Note. The unpaid valance of Ipe rerolrhp IM* of cre0u una■r lne Nob frrey of wn7clo^'a � Zero 1Dtera� �rt�d'M)Tn!s r[ero batenet does 1 sneer Lerida'', 09reernent 10 'Taft' aivoneea w Truato ender Me Nate Deed .1 Trust will re win In tun (orcc and "NM nohalltlstanelnp 1 NMI Da lance on Me Sofa nd tn and 10 ur p Cnvl and tot pra9W'ay au - b Lender. (also known en Rederoiert In i Oo n obcduto s pnmsn of R' rrade6in Cornettten v. on aobll;irliOS and tut, r0 teases d Pr 11 10nd 0ll Romig CLIr1Crn'1 meProperty. vector :038. h add ffn. Trustu- v1e•ae 10 Londe' o UrI 0'm (:ornrtwrclal Coda SedurOC oY real v' D security 01tarcal tr a+ POroana! Proven.); end T41[9 DEED OF ST, INCLUDING THE ASSICNMCNT OF HENTS AND The SECURITY INTEREST IN THE ReM9 AND PER>;ONAt pr THE TaueroR N0e.a me NO?L�THEa ELATPAYMENT EDOOCUMeNT9. THE AND TNIS DE�oESS OLD l OP TR��aTMI5 CEL0 OF TR SNCE CF ANY AND TUB GIVEN AND ACCEPTED ONTH FOLLOWING TERMS: (L' c PAT Mahn' AND R [NANCE trees( es o rt,rs.is. provided •1 m'e Mead pl 1 rust TruStur aJrelc pay to Londe, all amounts secured 9y the Dwd 01 Trust m e+ bOco' 0.10 and ar0lI 5•d0 end a 111,01y antis per'1 IfP all v11.uSl.ti a Obi cantons undo, Intl Note V 6 Deed b and P. lao,ated IJ Wes. DOSSEES10N &NO hrTLNANCE or TAG PROPERTY. Tolstoi evrodb Trot Yruetore pevnncvm drvJ use of rr.e Property Mall tN) go+'erneo by tn0 loltD*)Q 1r'D• no, Unit; Ina ocr u'rerLtr J en Event of De,eJr, mercy may (1) erat m ='i pOjteE((ion o trrnVd dl L"re P'upen►: (T) u041, OpOaat,l Or ae ale Prowl). end (3) cocci the Fenrs Item Ire FrcoeM• . 'ro. 0p0cof•a^Ir, am n m eel ovo Duty to Main In. Tu5(or snail mtlbe,n :ha Properly es tenantable code On and florae y PirtU rnPlncanancu n Cry to prG 0'•ro its value CvmPlla CS e1 Environmental Laura. Truvcr lepreaorts rtrd r'anontl 0 l urlanr atat. (1) Dul'np (rte period or TellL7r's o..=,erthlp 01 ale Prcpamj, re has boon no use. ntendIJblore, Clcrage. (raatnrenl, CJs o3b(. r6ioaCb 0' nrroat0netl r91e.J35a of BOY Hetardeu0 Sub:once by )A P ' 1, t0 P'. about or Iron the Prope•ry', (2) Trevor anriga y brooch thiot s r,er ' reason usoe any En baileys Vat there Laws, )seam 0,100 1 es rev !e tlr5G1oa0d TO and actn0WlodgQd by Leader in WrIL'l , ( ) Y 04 0016595 FQR 11 COPOER's U oI T MAR 14 2005 15:59 FR CHICAGO TITLE Properly TTe heal Protately• Related 00c agreement'. saw eccumontt. w^otr+ Rants- Tna ward !ruin pia Ptopwrty Trustee. The euLstitoe or s Truster. TTo wo TRUSTOR ACKNO INCLUDING TOW VA TMuSTCJR: 11510i Loan NO: 151422:: 30383 DEED OF TRUST (Continued) TO 913103790545 Page 1 G reurfen a duerene0 ■11 cr part d 00 NO1O. rtery, curt en7etiort or rJ1. N12areeUo bubsla ectiou4ea TTo "ores 'nA LAWS,/ Moo ton tense hazard tnyus 1011, o human ueln 0ault, on thee ^Ina environment hewn impro04f1Y ef,pfnlml or 1nleGlrou, ehepon1e et •mar, u1, r l PcOl a Ores Pa ditpOe aY1 e1. ppnereLod, rryryico+wad, uses rrrwd or orion.•uo h3nOloa The rttOterlale W .raslSubtleness'� a o0 Cr IOest'Arse end Indudo "meal I,mtchen any end ad haze darts or lost to .art mitot.on, polydh watts ass tn'OW 17( rvhmrrroel U i, TM 4'r^ e2e171ti 9uDs1✓DrLOe' Bleu in[I JC1ae, w.vrxn :lion en tton001 and eeDOSIni ward'1m/ere, iRWlre' m.ene ell eiiBlinO end love urgroverrients• UUildin¢z, structures. motile bermes steiod On Rte used. coaled. *tor wed in Ord vary b or Wed u odor 7u ey-produat or piny I mpr evMwest& Apt Property. Motet it e.etaenes& Re101e0 Otx Downer -its end ,,yrlQar eo emotes Lender. The worn Neld Tro word $1,497,000.00 litpebrutlone IOr the V Rr, now arse eI Persenat PropeT/i The .orris -Perxrrol Property' moon ail Ague:trot Tutors., and o7+vr Inset of personal prnpo red 0r pfllxed 10 the nail Property to9rthO' wpm ell eccaeabne, pore;, end edrrrtrns 10, ell sinned by Trvelor row or be, sneered sold property. en: logelhOr will elf prerwre. a (a )(Jutting walnut I,rn Im 8U VELA roc* Piemernenu el, el enCer ) U law, any are rM al p+trdurral horn any sets or dexvr COv;,e1uOr+ ol v+e Progeny 'Property' meant cOl. ectrvely Ctv Peel Prop/1M Ind 910 enersenel Prow ty "ado 'Reel Pre,rorry- meet' the reel prop", rreerearS art! reply, 00 Iurtror dO enbrel .n tnls Nod of Trust TTs w0'0 "Rn■ted Documents' moan et %t1T eserr rotes, orodil a0reemtnm. van maeemenu, envirOnrnenuf 11170nrvg11E. r.sirtgadee, 0000s 01 vast saeurtly Coots, c06a1elel morti000sand e1' otter 0 3tvmanU. egreemtrnts afro new or liwereitar ex.0uAg. eveculne In COM001p! with Itpo Int: obtedne1s. Flw a' meant 011 present one future leases, 10nte, rawness, Incruna- lsstIDe lost wig the tape pmcearn al a• Re Me 'Trustee' moans Stewart T,1e o1 Colitoiney, ire to Uusroi. -T n)s1nT intone Tee S6iapn. OCICS HAVING DEAD ALL THE PROVI$ONS OF BL RATE PROlLtONL OF TNP NOM SECUAED BLS O Toils DEED OF TRUSTD TpV,TOR AGREES TO TS TERMS, eOtleiCei, replscormmte evil outer conlwcuon m me Rea' PrO 01- D, word 9ndebrortness' means ell principal, inwott, end ceee, arn00%t1', coc1E ofd expanses Doyens under t e NO111 01 10900ler wrin 811 ranewale o1, e0IerS171e 01. W00100 00 13 01. coronl1Oet:ons 0t one su10(130ori0 for too Note or Refried arrounIS 0xp01nt3ad Or erverrceo D! Lunar! 10 olsehflrpe Truetor'a cbtlplroni or exptrls0e hearted h' . re OOKlettors under ti -Co Nod 01 Tr,tr, rOga tter wen vltere0l m suCT emnunl: 05 Crovidod In th,i need ol Tny51 swan' means ref Gast Neennal Dane, Ire stCce3DOrs end etitQ•.e 'N010' moons t'o p'cmyxsory rote dated D000mber l7. ?003, In the original principal amount al m Trsreler le Loner, loDur+A' with 111 rer+owek d, ryxlenglan3 u$. rroCINo0 iantl 01, rolrneecrrlge 01. C01540etbn: d, e d nwrtlotory role or AprBerell NOTICE TO TAUSTOR: TThC NOT£ CONTAINS A VII114IARL IHTERtCT MATE. r n Ily 01 0016595 wrriaa aCCrtlbs ie 5n'S N. rpynNUee, groins, and rsner eau raale dense oraM puny _ Gle'Gale. CA 9+203 end any P. 1 - MAR 14 2005 15:59 FR CHICAGO TITLE TO 913103780545 Exhibit A L AJAL DESCRIPTION 230210923 THE LAND REF L�SH SCRIBED RREO ER� IASAFOLLOWSTHE STATE OF CALIFORNIA, COUNTY OF LO AN(38 PARCEL 1: PARCEL 1 AS HILLS, CO RECORDED IN OF THE COUNT PARCEL 2: EASEMENTS FOI NO. 1 AND NO ARTICLE V OF 14065 PAGE 3 AMENDED IN C RECORDED IN COUNTY, AND DECLARATION OFFICIAL RE EXCEPTING T OF TKE PARC END OF LE HOWN ON RECORD OF SURVEY, IN THE CITY OF ROLLING OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP OOK 85 PAGE 70 OF RECORD OF SURVEYS, IN THE OFFICE RECORDER OF SAID COUNTY. R ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS 2 ANU PARCEL A, B, Co D AND E IN SECTION 6(A) DECLARATION OF RESTRICTIONS, RECORDED IN EOOK 45, OF OFFICIAL RECORDS OF SAID COUNTY, AND AS ESCRIPTION BY THE MCDIPICATION OF SAID DECLARATION BOOK 14311 PAGE 5B, OF OFFICIAL RECORDS OF SAID OVER THE LAND DESCRIBED IN ROAD NO. 3 IN OF RESTRICTIONS RECORDED IN BOOK 14710 PACE 168, OF ORD9 OF SAID COUNTY- REFROM THAT PORTION THEREOF LYING WITHIN THE LINES L NO. 1 ABOVE DESCRIBED. DESCRIPTION 04 0016595 P.14 ERR 14 2005 15:59 FR CHICAGO TITLE This pogo la part of your document- DO NOT DISCARD TO 913103790545 P.15 04 1519239 • RECORDED/FILED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES COUNTY CALIFORNIA 06/15/04 AT 08:O0am TITLE(S) : 11 L t A D FEE CODE 20 CODE 19 CODE 9 EC C O T. T -r1 rn As-seasor'a dentlflcatlon Number (AIN) To be com letod by Examiner OR Title Company In black Ink. Number of AIN% Shown THIS FORM NOT TORE DUPLICATED f D' A MAR 14 205 16:00 FR CHICAGO TITLE CHICAGO COMPANY Recording nested By and When Iseco d, 1•1di1 To. The Kraisnove Law Firm 3838 (Arson Street, Suite 210 Torrance, Cal ifornla 90503 Attn Edward Kraenove, F.sti 6115164 TO 913103780545 04 1519239 SURORDLNATED DEED OF TRUST AND FIXTURE ) ILLNG NOTICE, THIS DEED OF TRUST AND FIXTURE FILING CONTAINS A SUBORDINATION CLAUSE WHICH MAY RESULT IN 17UR SECURITY INTEREST IN THE PROPERTY DECGMINC SUOJECT 10 AND CF LO`.":P PRIORITY THAN THE LIEN OF SOME OTHER OR LATGR SECURITY INSTRUMENT **WHO ACQUIRED TITLE AS HUI—TSE SHEEN T81 SUBORDINATED DEED OF TRUS I- AND FIXTURE FILING (this 'Deed of Trust') is made a o June 14 , 2004. by ALAN HLI-TSE SNEER 'TTrustor" ), whose mailing addrrss 15 20603 Tolu Avenue, Torrance, California A0503. to CIIICACO TITLF. COMPANY ("Trustee"), for the heuefiit o DOERKEN REA1. ESTATE SERVICES, INC- ("Bcneficiarv"), whose mailing nriihess Is 1443 154.' freer, Suite ICU, Santa Monica, California 90404 This Dead of Trust is 6: en, inter olio, for the purpose of secunng a Loan (as hereinafter defined) from Bene nary, as lender, tc l'rustor, SNS Cloverleaf Company Limited Partnership, a California part Mooed ership ("Cloverleaf'), Fenno, Inc, a California cnrporaUon ("Fcnngo") and James Hui- Ying Sheen Ying"), as borrowers, the proceeds of which art to be used to finance idle real property located in tie City of Los Angeles, County of Los Angeles, State of California. more particularly described I Exhibit A attached hereto and by this reference incorporated herein (the "Property") Fcringo is tie sole general partner of Cloverleaf, and Trustor and Ying are the sole limited partners of Cloverleaf iTrustor and Virg are the sole shareholders of EerinEo All initially -capitalized terms used herein witft4ut definition shall have the meanings given such terms in the Loan Agreement (as hereinafter defined) llit Deed of Trust is a third -lien deed of trust subject and subordinate to la) that certain first—I:cn Dead of I rust and Assignment of Rents dated July 27, 1994 and recorded trlthe C)ffiuiid Records of Los Angeles County, California on July 29, 1994 as Instrument 94 14.17212 ( c "First Senior Deed of Trust") from Trustor in favor of Washington Mutual Lank; a national b king association ("First Senior Lender") as beneficiary, scouting certain iniirbtedncss (the "First Sen or Luau") in the amount of S1,700,000 00 (the First Senior Decd of Trust, together with 311 cilher docu eats and agreements evidencing, scouting or governing such indebtedness being referred to herein as a "FIr d Senior Loan Documents"), es the same exists 3s of the dale hereof, and to any mndificeti n, extension, replacement nr renewal thereof (but not to any such modification, extension, rcplacerrie l or renewal µ•hid would either increase the principal amount of the F in Senior Loan. reduce the terra the First Senior Loan, increase the interest rate under the Fact Senior Loan, or decrease the amount o insurance to he maintained by Truster), and only to the amounts from time to time remonunit unpaid di n, and that certain second —lien Deed of Trust and Fixture filing (the ',Second Senior Decd of Trust')." m Trustor in favor of Far East National Bank, a national hank in association ("Second Senior Lender") beneficiary, dated December 17, 2003 and recorded in the Official Records of Los Angeles County,' lifornio on January, 5, 2004 as Instrument No 04 0016591, securing certain indebtednere (the (4 02 Oocrtcd Poppy Trod ddwm Pork (Clo'erlrrl); ea or Trull R i i nG i'urC1 1 46/002.3.14r— AY,P P. 16 MAR 14 2005 16:00 FR CHICAGO TITLE 5115T04 TO 913123780545 "Sernnd Seui r Loan") in the arnounl uf S1,497,000 00 (the Second Senior Deed of Trust, together with all other docu ents and agreements evidencing, securing ur governing such indebtedness being referred to herein as th "Second Senior Loan Documental, as the same exists as of the date hereof, and to any modification, tension, replacement or renewal thereof (but not to any such modification, extension, replacement renewal which would either increase the principal amount of the Second Senior Loon, reduce the tc of thc Second Senior Loan, inercase the Interest rate under thc Sccond Senior Loan,, nr decrease the a ount of insurance ro be meintatned by Truslnr), and only to the amounts from lime to time remaining un id thereon The rot Senior Loan and the Second Senior Loon arc sometimes hereafter collectively referred to as the "Se or Lonna" The First Senior tender and the Second Senior Lender arc sometimes hereafter eellcctrvely ferred to as the "Senior Lender" 1 he First Senior Deed of Trust and the Second Senior Deed of Trus are sometimes hereafter collectively referred to as the "Senior Deeds of Trust` 7hc-First Senior loan ocumcnts and the Second Senior Loan Documents are someiimes hereafter collectively referred to as he "Senior Loan Ducumcnta" FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and he trust herein created, the receipt of which is hcrcby acknowledged, Trustor hereby irrevocably grants, transfers, ccnvcys and assigns to Trustee, IN TRUST WITH POWER OF SALE AND RICH OF ENTRY, for the benefit of Beneficiary, under and subject to the terms and conditions hereinafter forth, the Property TO ETHER WITH: (a) All bo;IJnigs and improvements now or hereafter erected on the Property, including, tout limitation, fixtures, tenements, attachments, appliances, equipment, building systems, machinery, d other articles now or hereafter attached to such buildings and improvements (collectively, the "[m pro ments"), all of which shall be deemed to be pan of the Properrv, and (b) All rents, issues, profits, revenue, royalties, income, proceeds, comings and other benefits, in hiding, wiihuut limitation, prepaid rents (collectively, the 'Rents") derived frnm any Ieuse, sublease, It rise, franchise, occupancy or other agreement now existing or hereaficr created affecting all or any port n of the Protect (i' hereinafter definod) or the use or occupancy thereof (collectively, the "Lease"), a d (c) Ml estate, right, title and interest of Trustor in, to and under all of the Leases, and (d) All easements, tenements, herednameats, appurtenances, rights -of -way and rights now owne or hereafter acquired by Trustor and used or useful in connection with the Project or as 0 means of css thereto, including, without limitation, all rights to the use of common drive entries, all oil, gas an other hydrocarbons, ell other minerals and all water and water rights and shares of stock evidencin thc same, and (e) All rghy title and interest of Trustor now owned or hereafter acquired in and to any land ling within the right -or -way of any street, open or proposed, ailoining, the Project and any and all sidewa s, vaults, alleys and strips end gores or land adjacent to or used in conneenon with the Project, and (1) All proceeds froin and right to (including, without limitation, payments, judgmen ' awards, settlements, contract rights, protioi, general intangibles, rebates and benefits and 2 C2 Oou4.c eunn Park (Clover... Poppy 7e"i d oriruai 6 11 0.1 04 1519239 3 P. 17 MAR 14 2005 16:01 FR CHICAGO TITLE 611510'4 TO 913103780545 rights at law rid in equity) any insurance policies now or hereafter in effect with respect to the Project, including, wi out limitation, casual[)' insurance, renal loss or business interruption tnsur„nce and flood and carthqu a insurance, whether or not such policies contain a Mortgage Clause/Dencfietary's loss payable end rscmeut in favor of Beneficiary and whether ur nut such policies are required to be maintained Trustor pursuant to the Loan Documents (as hereinafter defined), and (g) All estate, interest, right, title, other claim or demand, both at law and in equity which Trustor now has or may hereafter acquire in any and all awards made for any Condemnation Event (as hereinafter defined) or the Project or any portion thereof or intcn-st therein, including, without limitation, ail awards resulting from a change of grade of streets and awards for severance damages, mud (h) All refunds. rcbatc3, reimbursements, reserves, deferred payments, deposits, cost savings, sir idy payments, credits, waivers and payments, whether in cash or in kind, due truth or payable by y federal, state, municipal or other governmental or quasi -governmental agency, authonty or district ( ch, a "Governmental Agency") relating to any or all ,if the Project or arising out of the sonsfaenon f any conditions imposed upon or the obtaining of any approvals for the development, ownership, iponcy, use or operation of the Project, and (i) All refunds, rebates, reimbursements, credits and payments of any kind due from or payable any Governmental Agency for any tat v, assessments, or similar governmental or quasi- governmen l charges yr Ievica imposed upon Trustor with respect to thc Project or upon any or all of the Project its or arising out of the satisfaction of any conditions imposed upon or the obtaining of any approvals f the develuptuent, ownership, cocupancy, use or opera tri>>i of the Project, rind (j) All rights, tide, interests, estates or other claims, both in taw and in equity, which Trustor no ' has ur inay hereafter acquire in the Project nr any portion thereof, including, without limitation, 3iy greater estate in the Project or tiny portion thereof Th entire estate, property and interest hereby cnnveycd to Trustee is collectively referred to herein as th "Project." F'01t THE PURPOSE OF SECURING (collectively, thc "Secured Obligations') A. Payment or indebtedness in the ioial principal amount of THREE MILLION ONF. HUNDRED FIFTY 7 HOUSAND and NO/I00 DOLLARS ($3,150,000 00), or so much thereof as may have )een advanced rr,m, time to time by Beneficiary, with inierest thereon, evidenced by that certain Pro issory Note of even date herewith (the 'Nate"), the Assignment of Rents and Leases of even date here th (the "Assignment of Rents"). the Assignment and Security Agreement of even date herewith ( e "Assignment and Security Agreement"), the Assignment of Contracts and Proceeds of even date crewith (the "Assignment of Contracts and Proceeds"), the Lock Box Agreement (the "Lock Bo Agreement"), and all modifications, extensions, renewals and replacements thereof executed or to be a -used by Trustor pursuant to that cenatn Menzninc Loan and Security Agreement of even date here ith between Trustor, Cloverleaf, fcnngo, Ying and Beneficiary, end all supplements, amendme and modificat,ona thereto and all extensions and renewals thereof (collectively, the "Loan Agrecine "), in connection with a Ivan (the "Lean`) made by Beneficiary to Trustor, Cloverleaf, Feringo it Ying, R. Payment of all sums advanced by Beneficiary or Trustee to protect the Project and a I I etf er amounts owing by I rustor to Beneficiary under the Loan Documents, with interest thereon at the rate et forth in the Note, a o«raur Poppy Trail rdwtr, Par& (Qovrirniy rid orTrvii ell 01 Finut 3 64 1519232 P. 18 MAR 14 2005 16:01 FR CHICAGO TITLE 6!15104 TO 913103780545 IN WI ESS WHEKEOF, Thisior has executed and delivered this Dccd of Trust as of the date first above wri en TRUSTCR C� Cncke dd.,” Pork (Clove/1540J Poppy Tr./.1 ed arms( 6 11 64 Finn) 20 04 1519239 ai P.19 MAR 14 2005 16:02 FR CHICAGO TITLE TO 913103780545 P.20 5115104 EXHIBIT A to Deed of Trutt on Poppy Troll Property Legal Deicrlpilnn PARELI PAR EL I AS SHOWN ON RECORD OF SURVEY, fN THE CITY OF ROLLING HILLS, COUNTY O LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN 130OK 85 PAVE 70 O RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY PARCEL 2 EA MFNTS FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO 1 AND NO 2 D PARCELS A, B, C, D AND E IN SECTION 6(A) ARTICLE V OF DECLARATION OF RESIN TIONS, RECORDED IN BOOK 14065 PAGE 345, OF OFFICIAL RECORDS OF SAID COUNTY, ND AS AMENDED IN DESCRIPTION BY THE MODIFICATION OF SAID DECLARA ION RECORDED IN BOOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID COUNTY, ND OVER THE LAND DESCRIBED IN ROAD NO 3 IN DECLARATION or RESTRICT NS RECORDED IN BOOK 14710 PAGE 166, OF OFFICIAL RECORDS OF SAID COUNTY EX ' PTING THEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OF THE PARC LNO I ABOVE DESCRIBED (1 (Meier Poppy Trull twin PAY (Clo,crluly of Trull 6 l l D4 final )? 04 1519239 MAR 14 2005 16:02 FR CHICAGO TITLE TITLE(S) : TO 913103780545 r. This page Is part of your document- DO NOT DISCARD 04 182'7541 RECO DED/FILED IN OFFICIAL RECO RECORDER'S OPPICE LOS ANGELES COUNT CAIJFORNIA a i ii PM JUL 16 2004 I111 L EA D FEE FEE $ i-0- L_ DA' $ a c -a q CODE 20 CODE 19 CODE 9 a Assessor' Identification Number (AIN) To be co feted by Examiner OR Title Company In black Ink. THIS FORM NOT TODE DUPLICATED A O T,T Number of AIN's Shown MAR 14 2005 16:02 FR CHICAGO TITLE Recording reques by LEROY D. 8 , A, SHERIFF After racordlni it to: L.A. COUN SHERIFF Court Servi Division Real Estates• tlon 110 N. Grand ve. Rm 525 Los Angeles, 1 A 90012 NOTICE OF ATTACHMENT WRIT OF ATTACHMENT RIGHT TO ATTACH ORDER Casa No. KC 044 260 G TO 913103780545 lummeggemEllmw 04 1827541 P.22 aummessuserersi MERMAID: ICRO, INC. vs. LA, SEMICONDUCTORS, INC. MAR 14 2005 16:03 FR CHICAGO TITLE TO 913103780545 P.23 'Attorney or Party without Attorney:. ALLEN L. THOMAS, CHANG & COTE', LLE ';i903B WALNUT DRIVE STE 100 ROWLAND HEIGHT S • , bA 91748 TEL: 626)-954-211/2 SUPERIOR COURT-CFIMINAL EAST 400 CIVIC CENTER'PLAZA POMONA, CA 91766. 19110 ..Plaintiff: VIVA COMPUTER COMPANY Defendant: LA SEMICONDUCTORS, INC 1 For Recorder's Use Only LEVYING OFFICER: SHERIFF -S DEPARTMENT LOS ANGELES COUNTY 1 11234 E..VALLEY BLVD ROOM 114 1 EL MONTE, CA 91731 1 TEL: (626)-575-4180 NOTICE OF'ATTACHMENT ITO THE PERSON NODI FLED: SHEEN, ALAN AKA HUG: TSE SHEEN DEFENDANT 'SHEEN, HUI TSE - Court Cage No.; KC044260G P RECORD OWNER 04 1827541 '•• 1. Plaintiff in this action seeks to attach property in which defendant has an interest. The property is described in the accompanying Writ of Attachment ano Order for Issuance of writ of Attachment and as follows; SEE ATTACHED LEGAL DESCRIPTION 2 You are notifLed ae (X') A defendant ( X ) A person other than defendant 3. A notice was 4filed with the A.( ) Secretary of State under CCP 488.405 B.( ) Department of Motor Vehicles under CCP 488.385 C.( ) Department of Housing and Community Development under CCP 498.365. (Read Information for Defendant or Information for Person Other than Defendant'. on following pages,) 3. A notice was' filed with the A,( ) Secretary of State. B.( ) Department of Motor Vehicles. Notice of Attaeti'ent was ( ) Mailed ' on: _// ( ( Posted or( , / ( ( ) Recorded od /gyp �4 NOTICE OF ATTACI NT (ATTACHMENT) =MP= M- f= =a= ivered on: //^ ed on: _/_/, By; WWI inns ACA, Sheriff Deputy MAR 14 2005 16:03 FR CHICAGO TITLE TO 913103780545 P.24 •a /. You may apply protective ord the same upon The levying offs in Item 1 in yo represented by You may claim ' real property in right to attach hearing and you do so within 30 of Attachment d you may lose it seek the adviqe claim of exempt ' Plaintiff has 'f undertaking and your property w You have a duty officer. You ha farm producte'o attachment. If the propert other good rea requires, by n directing the; value of the p any receiver t You may apply of your inters the attachment F• . If the writ of you may have t appearance. If the writ of apply for an o quashed, and. {10. If you recover all property judgment is r obtain the re 11. You may objet '.2. You may recov INFORMATION FOR DEFENDANT 04 1827541 er may be required to take custody of property described possession or under your control, You have a right to be attorney in this lawsuit. available exemption for your property. An exemption for be claimed any time before the entry of judgment. If the rder or writ of attachment was issued without a noticed ieh to claim an exemption for personal property, you must days after the levying officer serves you with the Notice scribing the property. If you do not claim an exemption, and the property is subject to attachment. If you wish to of an attorney, you should do so immediately eo that a on can be filed on time. led an undertaking. You have the right to object to the may apply for an order to substitute an undertaking for ich has been or is subject to being attached. to releaee tangible personal property to the levying e the rights and duties specified in CCP 448.395 if your inventory of a going business have been or are subject to is perishable or n, you may apply iced motion, for vying officer to perty, including be paid from the will greatly deteriorate in value, or for ex pairte, or if the court or court rule an order appointing a receiver or take any action necessary to preserve the selling the property. The court may order proceeds of the sale of your property. r a release of the attachment to the extent that the value t in the property exceeds the amount necessary to satisfy o the court for an order modifying or vacating any temporary ✓ in the interest° of justice or for an order terminating iling an undertaking. attachment has been ieaued against you as a nonresident, e right to attach order set aside by filing a general attachment was issued on an ex parte application, you may der that the right to attach order be set aside, the writ y property levied upon pursuant to the writ be released. judgment against plaintiff, you may apply for a release of tached by plaintiff under the Writ of Attachment. If overed against you and you appeal, you have the right to ase of your property by filing a sufficient undertaking. to the amount sought to be secured by the attachment. ✓ damages for wrongful attachment. TO 913103780545 P.25 MAR 14 2005 16:03 FR CHICAGO TITLE _ a T. FORMATION FOR PERSON OTHER THAN DEFENDANT 04 .1827541 'If the property attached or sought to be attached is in your possession or under your cont`:ol and you do not claim the right to possession or a security interest, you must deliver the property to the levying officer. If you do not deny an obligation levied upon or do not claim a priority over the plaintdff's lien, you must pay to the levying officer the amount that is due aii4 payable and that becomes due and payable during the period of the attachment lien. You must execute and deliver any documents needed to transfer the property. You must complete the accompanying Memorandum of Garnishee. If you claim o%'inership or the right to poaseseion of real or personal property levied upon or if you claim a security interest in or lien on personal property levied upon, -you may: make a third -party claim and obtain the release of the property pursuant to CCP 720.010 - 720.800. 4 if you have an interest in, the property attached or sought to be attached and the property is perishable or will greatly deteriorate in value, or for other good reason, you may apply ex parte, or'if the court or court rule requires, by noticed motion, for.an order appointing a receiver or .`; directing tha levying officer to take any action necessary to preserve the value of the property, including selling the property. The court may order any receiver to be paid from the proceeds of the sale of your property. Make checks parable to the levying officer. MAR 14 2005 16:04 FR CHICAGO TITLE 71 • TO 913103780545 P.26 C04 1827541 AT -136 ArrORNEYDR PARTY NrrORNEY pima, .w bat Awes; old wtsush CHANG & C , LIP —19138 WWattnut nve, Rowland Ha a.l,it 10Ornta 91748 6)8 .2112 nix No. N. 626) 854-2120 &UAL=REee NtsdoniF AfoR"EYcosNino °laintiff, MERMAID MICRO; DIC,, etc, SUPERIOR COURT or CAUFORNIA, COUNTY OF LOS ANGELES MEET ADOimrs:;:00 Civic Center Plaza ewtwo ADOREeta:: ante cm' ANo r o ocpe omona, California 91766-3229 anANcHMSC:, ast District. Pomona Courthouse South PLAINTIFF: MER D MICRO, INC., etc. DEFENDANT: LA EMICONDUCTORS, INC., etc„ et al. HMENT AFTER HEARING 12] EX PARTE FOR COURT USE ONLY VISE NUMBER: KC044260 G 1. TO THE SHJRIFF OR ANY MARSHAL OR CONSTABLE OF THE COUNTY OF: LOS ANGELES 2. TO ANY fIE, ISTEREO PROCESS SERVER: You ere only authorized to serve this writ In accord with CCP 488,090. 3. This writ is attach prvperry of defendant (name and last known address). ALAN SHEEN, aka HUI TSE SHEEN 1 Poppy Trail Rolling Hills, California 90274 ment is to secure: $ 2,500,000.00 dress of plaintiff, MERMAID MICRO, INC. 48346 Milmottt Drive Fremont, California 94538 IRECTED TO ATTACH the following property or so much thereof as Is clearly sufficient to satisfy the amount to be ttachrnent (describe property and state its location; itemize by letter): and the atta 4. Name and 5. YOU ARE secured by the Q] Thls 6, [2:1 An as a. b, 7- Q Th nforrnatton is on an attached sheet, serest in the real property described • in item 5 stands'upon the records of the county. In the name of the following n other than the defendant: ailing address, if known, as shown by the records of the office of the county tax assessor (specify): !property on which the crops described In item 5 are growing timber described In Item 5 _ to be cut is standing elands upon the records ct the county In the name of a. Name: b. Address: Fan isevezme ter u.. .1.44:40 Co.rea AT 133 pits. Ja Ws 1 snit Date: JUN 2 5 2004 WRIT OF ATTACHMENT (Attachment) ,Deputy Oe/s of fie Vroc.. 3 W/AIO MAR 14 2005 16:04 FR CHICAGO TITLE TO 913103780545 e P.27 ( C_ Mermaid Macro, Inc., etc. vs. LA Semiconductors, Inc., etc., et al. LAIC CaseiNo.: KC044260 G 5. 04 1827541 ATTACHMENT TO WRIT OF ATTACHMENT (a) Deposit accounts Fn the name of Alan Sheen or Hui Tse Sheen located at Chinatrust Bank, 22939 Hawthorne Boulevard, Torrance; California 90505; (b) Deposit accounts in the name of Alan Sheen or Hui Tse Sheen located at Far East National Bank, 105 East Valley Boulevard, Alhambra, California 91801; (c) Real property held in the name of Alan Sheen or Hui Tse Sheen and located at 1 Poppy Trail, Rolling Hills, California 90274; (d) All other real property, personal property, equipment, motor vehicles, chattel paper, negotiable and other instruments, securities, deposit accounts containing balances in excess of $1,000.00, safe deposit boxes, accounts receivable, general intangibles, property subject to pending actions, final money judgments, and personalty in estates of decedents, pursuant to California Code of Civil Procedure. Sections 488.300 through 488,485.Q� MAR 14 2005 16:04 FR CHICAGO TITLE TO 913103780545 P.28 AT -125 /many eaPam, WI • ATraelargee*,SIR blenuntr. and IRRYLOI Allen L. Tho ; (SBN 78407) ' 'CHANG &CTE,LLP 19138 Walnut) rive, Suite 100 Rowland Heig ts, California 91748 (626) 854-2112 FAX/40.; (626) 854-2120 PlaintiM MERMAID MICRO INC., etc. TREPtt:et ATTORNEY KO wager, -• srlderokDoeao tWLWOADM CmAtmZP-- BRANCH NAM PLAINTIFF: ME DEFENDANT: L 400 Civic Center Plaza Same 'Pomona, California 91766.3229 ,East Districtlyomona Coutthbuse South MICRO, INC,, dba VIVA COMPUTER CO. SEMICONDUCTORS, INC., etc., et al. FOR corxrusr ONLY 04 1827541. FILE LOS ANGELES SUPERIOR COURT JUN 2 5 2004 JOHN A. Ot llt(cE• t RK Y D. AZPELr A, DEPUTY EX PARTE ® RIGHT TO WRrt Olt A 0 ORDER F ■, (RESIDE 1TACH ORDER AND ORDER FOR ISSUANCE OF ACHMENT (RESIDENT) ISSUANCE OF ADDITIONAL WR T OF ATTACHMENT e.*a ttuuBZR 1. The eppIlaatlon for an ex parte. writ of she 2. THE COURT F a. Defendant, Q part' b. The claim ' section C. Plaintiff ha • d. The attach e- The emou 1. The afhda to be s•-• g. The pro h. An and Q7 has I. Greaten; based on (1)127. (' (2) Q KC044260 G nd supporting declaration or aft)devlt of plaintiff (Warne): MERMAID MICRO, INC. NI right to attach order and order for issuance of writ of attachment Q order for issuance of an additional nt has been considered by the Court FINDINGS NOS name): Alan Sheen, aka Hui Tse Sheen is a 171 natural person hip Q unincorporated association E corporation D other (spe<dfy): n which the application is based is one upon which an attachment may be issued under Code of Civil Procedure 010. •atabtished the probable validity of the claim upon which the attachment Is based. nt is not sought for a purpose other than the recovery on the claim upon which the application Is based. •to be secured by the attachment is greater than zero. or declaration accompanying the application shows that the property sought to be attached, or the portions thereof ed In the writ. ere not exempt from attachment of the property sought to be attached desalbed in Item 3b Is not exempt from attachment ng In the amount of E 10,000.00 is required before a writ shall issue, and plaintiff 0 has not Ned an undertaking in that amount arable injury will result to the plaintiff if issuance of the order Is decayed until the matter can be heard on notice, following: ere Is a danger that the property sought to be attached would be al concealed. (b)m substandaly Impaired In value. ® made unavailable to levy by other than concealment or impairment In value. fondant has felted to pay the debt underlying the requested attachment and b insolvent as defined in Code of Civil ure section 485.010, subdivision (b)(2). as set forth in the affidavit or declaration flied in support of this icatlon, which specifies the defendanra known undisputed debts and the basis for plaintiffs determination that the fondants debts are undisputed. bulk sales notice was recorded and published pursuant to Division 6 of the Commercial Code with respect e bulk transfer by the defendant miaow has been opened pursuant to the provisions of Business and Professions Code section 24074 with spent to the sale by the defendant of a liquor license. The liquor license number Is: =rcircumstances (specify): j. 0 A;RI . to Attach Order woo issued on (dale): pursuant to �!. Coda of Civil Procedure section 484.090 (on notice) [] Code of Civil Procedure section 485.220 (ex parte) k. Oth - r (spedy): hen., iwcrw.- tr - #.0041 CciaboiM e .7,120 Imps bnwr (Continued on reverse) EX PARTE RIGHT TO ATTACH ORDER AND ORDER FOR ISSUANCE OF WRIT OF ATTACHMENT (RESIDENT) (Attachment) 4 Cod a ObbiPfeenaubs. if 412030 015o1orw MAR 14 2005 16:05 FR CHICAGO TITLE TO 913103780545 P.29 04 182'?54i SHORT TITLE: MERMAID MICRO, etc., vs. LA SEMINCONDUCTORS, INC., et al. CM NU1r66R KC044260 G ORDER 3. THE COURT ORCERS a. Plaintiff has:a tight to attach property of defendant (name): ALAN SHEEN, aka HUI TSE SHEEN, in the amount ;et S 2,500,000.00 b. The clerk shall issue m a writ of attachment Q an additional writ of attachment In the amount stated in Item 3a j2:3 forthwith CZ upon_ihe tiling of an undertaking In the amount of S 0)=1for 1tle.proparty covered by a bulk sales nott= with respect to a bulk transfer by defendant orthe-proceedsof the sale of such property, described as follows (specify): (2) Q foci Intl fs pro rata share of proceeds from an escrow In which defendant's Nquor license le sold. The license number is ( ecdy): (3) 0 for a iy property of a defendant who is not a natural person for which a method of levy Is provided. (4)m for property of a defendant who la a natural person aubJeot to attachment u r Code �o�f,Civil P ocedure section 487. X1'0(sp�y):793 / � //I y �'� �"'`" 19•5 All -• - pent, pe grope • ,:1 ► .-•uipm aper otiabl= _' d o , :.r ins • eats ties, de : os' acco>s • n : as in ce . f $ , ,00 recci =bl., gene ang+• p 0. su opcn�m:.cu . �nalQQ ,�.-} ts, an • p •nal te: •f • edents, •ursuant t. alifo . - ode o Iva r- ections 4 ' . 00 through 488,4: , G ® Def nt shall transfer to the levying officer possession of (1) any documentary evidence In defendant's possession of title to any property described in item 3b. (2) I any documentary evidence in defendant's possession of debt owed to defendant desuibed In item fib. d NOTICE 70 DEFENDANT; FAILURE TO COMPLY WITH THIS ORDER MAY SUBJECT YOU 70 1 ARREST AND PUNISHMENT FOR CONTEMPT OF COURT. d. Q Otherrspeafy): e. Tots! number of boxes checked In item 3: 7 Date: 601—)6.---0 EC42440WMINTie4 .. Mtn OA PraNT RAYS! AT4O rR1Y AmM 1.4M EX PARTE RIGHT TO ATTACH ORDER AND ORDER FOR plow. ISSUANCE OF WRIT OF ATTACHMENT (RESIDENT) (Attachment) (SIGiATUAH Ot:.luo4e OR _____ 0 ____ MAR 14 2005 16:05 FR CHICAGO TITLE .f TO 913103780545 04 1827541 Mermaid Micro, Inc„ etc. vs. LA Semiconductors, Inc., etc., et al. 1[4SC Case KC044260 G • ATTACHMENT TO SHERIFF'S REAL ESTATE LEVY INSTRUCTION FORM Lega t. /0 Description of real estate located at 1 Poppy Trail, Rolling Hills, California 90274: PARCEL 1: PARCEL 1 AS SHOWN ON RECORD OF S,URVEY, IN THE CITY OF ROLLING HILLS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 85 PAGE 70 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: EASEMENTS FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO.1 AND NO.2 AND PARCELS A, B, C, D AND E IN SECTION 6 (A) ARTICLE V OF DECLARATION OF RESTRICTIONS, RECORDED IN BOOK 14065 PAGE 345, OF OFFICIAL RECORDS OF SAID COUNTY, AND AS AMENDED IN DESCRIPTION BY THE MODIFICATION OF SAID DECLARATION RECORDED IN BOOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID COUNTY, AND OVER THE LAND DESCRIBED IN ROAD NO. 3 IN DECLARATION OF RESTRICTIONS RECORDED IN BOOK 14710 PAGE 166, OF OFFICIAL RECORDS 'OF SAID COUNTY. EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OF THE PARCEL NO, 1 ABOVE DESCRIBED. AZIEZIr P.30 14 2005 16:05 FR CHICAGO TITLE FEE CODE 20 CODE 19 CODE , 9 TO 9131037E0545 P.31 This page is part of your document- DO NOT DISCARD 04 2717939 A RECORDED/FILED IN OFFICIAL RECORDS LOSANGELES COUNTY CALIFORNIA 9:01 AM OCT 21 2004 a �I�91 i i D.T,T A Assessor's IOentlflcation Number (AIN) To be completed by Examiner OR Title Company in black ink. Number of MN's Shown THIS FORM NOT TO BE DUPLICATED TO 913103780545 P. 32 MAR 14 2005 16:05 FR CHICAGO TITLE • IRECORD1I4G RECUESTE�BY AND WHEN RECORDED IL TO Trustee Corps 2112 Business Cente Drive, 2"° floor Irvine, CA 92612 IF YOUR PROI PAYMENTS, IT bring your account tr the time permitted b. for the sale ofyourl recorded (which dat This amount is 04 2717939 ( Space above Vim line for recorders use oniyi Trustee Sale No CA03103879C Loan No POPPY TRAIL Title Order No 4655078 IMPORTANT NOTICE F DEFAULT AND ELECTION TO SELL UNDER DEED OF TRUST ERTY tS iN FORECLOSURE BECAUSE YOU ARE BEHIND IN YOUR IAY BE SOLD WITHOUT ANY COURT ACTION, and you may have the legal nght to good standing by paying all of your past due payments plus permitted costs and expenses within law for reinstatement of your account, which is normally five business days prior to the date set roperty No sale date may be set until three months from the date this notice of default may be of recordation appears on this notice) S1,4 ,447 86 as of 1012012004 and will increase until your account becomes current While your property your Note and Deed provide insurance of Beneficiary or Mortg Beneficiary or Mort you paid all senior iii Upon your wntten n must pay You In. demanded, but you or Mortgagee may earlier than the en which to cure the d cure your default, o Following the exp foreclosed upon or the legal right to st is in foreclosure, you still must pay other obligations (such as insurance and taxes) required by bf Trust or Mortgage If you fail to make future payments on the loan, pay taxes on the property, the property, or pay other obligations as required in the Note and Deed of Trust or Mortgage, the gee may insist that you do so in order to reinstate your account in good standing In addition, the agee may require as a condition to reinstatement that you provide reliable wntten evidence that ns, property taxes, and hazard insurance premiums quest, the Beneficiary or Mortgagee will give you a written itemization of the entire amount you y not have to pay the entire unpaid portion of your account, even though full payment was must pay all amounts in default at the time payment Is made However, you and your Beneficiary utually agree in writing prior to the time the Notice of Trustee's Sale is posted (which may not be of the three-month period stated above) to, among other things, (1) provide additional time in fault by transfer of the property or otherwise, or (2) establish a schedule of payments in order to both (1) and (2) on of the time period referred to in this paragraph of this notice, unless the obligation being a separate written agreement between you and your creditor permits a longer period, you have only p the sale of property by paying the entire amount demanded by your creditor MAR 14 2005 16:06 FR CHICAGO TITLE TO 913103780545 P.33 Trustee Sale No CA03103879C ll.oan No POPPY TRAIL Title Order No 4655078 41, To find out the emoun. you must pay, to arrange for payment to stop the foreclosure, or if your property is in foreclosure for any oft er reason, contact DOERKEN REAL ESTATE SERVICES, INC, clo TRUSTEE CORPS 2112 BUSINESS CENTER DRIVE 2ND FLOOR IRVINE, CA 92612 (949) 252.8300 If you have any que' !tons, you should contact a lawyer or the governmental agency which may have insured your loan Notwithstanclin1 the fact that your property is in foreclosure, you may offer your property for sale, provided the sale is concluded prior. to the conclusion of the foreclosure ..REMEMBER, YOU V AY LOSE LEGAL RIGHTS IF' YOU DO NOT TAKE PROMPT ACTION. NOTICE IS HEREEliw GIVEN THAT; MTC FINANCIAL, INC. ¢ba TRUST€E CORPS is the original Trustee. duly appointed $ubstitrat4d Trustee, or acting as Agent for the Trustee or Beneficiary under a Deed of Trust dated 06114/2004, executed,by ALAN HUi--T$E SHEEN WHO A 9UIRED TITL_AS HUi•TSE SHEEN, as Trustor, to secure obligations favor of DOERKEN REAL ESTATE SERVICES, INC., as Beneficiary Recorded on 06/1512004 as instrument No, 01~ 1519239= of official records in the Office of the Recorder of Los Anodes County, California, as more fully described 'en said Deed of Trust and on "Exhibit "A" affected hereto and made a part of this document This Deed of Trust' s one (1) of three (3) Deeds of Trust securing a Promissory Note and Mezzanine Loan and Security Agreemerr in the original principal amount of $ 3,150,000.00. In addition, see Exhibit "B" attached hereto and made' a part of this document The beneficial interest under said Deed of Trust and the obligations secured thereby are, presently held by the Beneficiary, that a breach of, and default in, the obligations for which said Deed of Trust is sect my has occurred in that the payment has not been made of The Beneficiary under Deed(s) of Trust and the Mezzanine Loan and Security Agreement has declared the Loan in default for violations' order the following provisions contained in the Loan Agreement Section 3:3; property Ownership: Tse shall be the owner of the Poppy Trail Property and all Personal Property related thei to, with good and marketable title and nghts thereto, free and clear of all Liens, restnctions and encumbrances other than the Poppy Trail Property .Permitted Encumbrances section 3,11.No Adverse Condtttork: Except as otherwise disclosed in writing by Borrowers, the Project, the Crest Road Propei'tji and the Poppy Trad Property shall not have injured by fire or other casualty occurring after the Effective Date of this Agreement, not shall any other matenal adverse change regarding the Project, the Crest Road Property, the Poppy Trail Property or the financial condition of Borrowers or the Project have occurred after the Effective Date of this Agreement Section 5.1'i b) intq est, Interest Payment Generally With respect to the Second Tranche of the Loan, on each Payment Date` during the term of the Loan, Borrowers shall pay to Lender the Base Rate Interest payable on such date Payment,Pate that there is insufficient Net Cash Flow available to Borrowers to pay such interest and furnish Lender with a detailed statement setting forth the amount of Net Cash Flow then available Section 5.2 Conditions to Disbursement of the Rugrved Intgsst Amount: Lender's obligation to disburse any portion of the reserved Interest Amount hereunder shall be subject to satisfaction of the following cond►tione (a) no Er ent of Default shall have occurred, and each of the representations and warranties set forth in the Loan Documents shall be true in the applicable Payment Date as if made on and as of such Payment date, and (b) the Project, the Crest Reed Property and the Poppy Train Property shall not have been injured by fire or other casualty, not shall any other matenal adverse change regarding the Project, the Crest Road Property and the Poppy Trail Property or the financial condition of the Borrowers have occurred MAR 14 2005 18:06 FR CHICAGO TITLE TO 913103780545 P.34 Section 5. Interest as provided shall have occurred the applicable Pe Property and the P adverse change re of the Borrowers, h: Section 6. documents by Bo Section 6. any of the Loan D • • the Loan Documen Closing Date Second 6. Train Property shat regarding the Proje have occurred Section 6 encumbrances on t forth on Exhibit a that with the except Property, and the P Crest Road Prope the terms hereof Section 6. by the transactions be left with an unre borrowers have iric Section 7. Angeles Supenor C o on rite Inc action, proceedings Borrowers, the Pro decided adversely the present or futur Section 7 Liens and encumb Section 7. relating to Borrowe the subject thereof Borrowers since th= indebtedness since whatsoever, accrue except for the oblig Section 7 contains any untrue, statements contain otherwise, known•t• use and operation the business. opera Road Property orth Section 8 Road Property oath furnishing labor or immediately give W (a) pay and disch =, Trustee Sale No CA031o3879Q Loan No POPPY TRAIL Title Order No 4655078 '.Conditions to Accrual of Base Interest Lender's agreement to accrue unpaid Base Rate in Section 5 1 shall be subject to satisfaction of the following conditions (a) no Event of Default and each of the representations and warranties set forth in the Loan Documents shall be true on ent Date as if made on and as of such Payment Date, and (b) the Project, the Crest Road py Trail Property shall not have been injured by fire or other casualty, nor shall any other material = rding the Project, the Crest Road Property an the Poppy Trail Property or the financial condition ve occurred 1 Modification of Senior Loan Documents: Any amendment or modification of the Senior Loan =re shall require the prior written consent of Lender, in its sole and absolute discretion 12 Disburimerit of Second Tranche: No Event of Default shall have occurred or exist under ments or the Senior Loan Documents, and each of the representations and warranties set forth in shall be true on the Second Tranche closing Date as if made on and as of the Second Tranche 13 Disbursement f Second Tranche The Project, the Crest Road Property and the poppy not have been injured by fire or other casually, nor shall any other material adverse change the Crest Road Property or the Poppy Trail Property, or the financial condition of Borrowers, 3 Borrower Reereserriatfons. Borrowers represent and warrant that there are no e Project property, the Crest Road Property, or the Poppy Road Property other than those set as disclosed in pro forma title 'policies prepared by Chicago Title Company Borrowers covenant • n of the encumbrances of Lender end Senior Lenders upon the Project Property, the Crest Road ppy Road Property, there will be no further encumbrances placed on the Project Property, the , the Poppy Road Property, the Leases or the Personal Property until Lender is paid in full under 4 Relief From Automatic Stay Borrowers are not insolvent and will not be rendered insolvent ►�ntemplated by the Loan Documents After giving effect to such transactions, no Borrower will not sonably small amount of capital with which to engage in its business or undertakings, nor will rred debts beyond its ability to; pay as they mature Pending Litigation: Except for the case filed by Hams Trust and Savings Bank on the Los urt on April 21, 2004 and captioned Hams Trust and Savings Bank v American Computer Digital al (Case No BC314137), there is no pending or, to the knowledge of Borrowers, threatened • investigation before any court, Governmental Agency or arbitrator against or affecting , the Crest Road Property, the Poppy Trail Property, or any Borrowers' other assets which, if ect the financial condition of Borrowers or of any of Borrowers' assets, or would adversely affect ability of Borrowers to perform its obligations under the Loan Document rile. Tse has good and marketable title in fee to the Poppy Trail Property, free and clear of all nces except the Poppy Trail Property Permitted Encumbrances and Loan Documents Fjneecial Position: The financial statements and other financial data delivered to Lender are true, correct and complete in au material respects, and fairly present the financial position of s of the dates indicated No matenai adverse change has occurred in the financial condition of date of such financial statements, and, except for the Loan, Borrowers have not incurred any e date thereof Borrowers do not have any obligations or liabilities of any kind or nature absolute, contingent or otherwise, including tax liabilities, contract liabilities or tort liabilities, bons and liabilities of Borrowers hereafter accruing under the Loan Documents Disclosure: None of Borrowers' representations or warranties contained in any Loan Document statement of Material fact or omits to state of material fact necessary in order to make the • therein accurate and not misleading There is no fact, circumstance or condition, financial or borrowers which would prevent, limit, impede or render more costly the development, ownership,. the Project, the Crest Road Property or the Poppy Trail Property, or which would materially affect ions, assets or conditions (financial or otherwise) of Borrowers or the Project Property, the Crest Poppy Trail Property Lien Protections In the event that any claim of Lien is asserted against the Project, the Crest Poppy Trail Property, or any stop notice or claim 6 asserted against Lender by any Person aerials to the Project, the Crest Road Property or the Poppy Trail Property, Borrowers shall tten notice of same to Lender and shall promptly and in any event within thirty (30) days thereafter e the same, (b) effect the release thereof by delivering to Lender, at Borrowers' sole cost and MAR 14 2005 16:07 FR CHICAGO TITLE 1 TO 913103780545 P.35 d;t �1. :I expense, a surety bon i complying with the requirements of Laws for such release, or (c) take such other action as ;i 'Lender may approve to writing to release Lender from any obligation or liability with respect to stop notice or claim Section 8.16 otice of Certain Matters, Borrowers shall' give notice to Lender promptly upon learning of (e) any litigation or darn 4f any kind affecting or relating:to the Project, the Crest Road Property or the Poppy Trail Property, (b) any material dispute between Borrowers, or between a Borrower and any Governmental Agency relating teethe Project, the Crest Road Property or the Poppy Trail Property, (c) any trade name hereinafter used by a Borrower ` 1, or any change in a Borrower's principal place of business, (d) the creation or imposition of eny mechanics' hen or Lien against the Project Property, the Crest Road Property or the Poppy Trail Property, (e) any Event of Default or any state of facts or circumstances or conditions or events which, after notice or lapse of time or both, would constitute or resutt in an Event of Default and (f) any other event or condition causing an adverse change regarding the Project, the Crest .1 " Road Property or the Poppy Trail Property of the financial condition of a Borrower • Section 8.17A NQoatme Covenants: Borrowers shall not, without the prior written consent of Lender, which i' may be given or withheld in Lender's absolute discretion (h)create, incur, assume, or suffer to exist any Lien, encumbrance, seciinte interest, conditional sale arrangement or title retention arrangement on any part of the project, the Crest Road Property, the Poppy Trail Property, the Personal Property or the Office Buildings, except for the Loan and the Permitted En' brance Section 9.1 11,tents of Default. The occurrence of any of the following, whatever the reason therefore, shall constitute an Event'ot Default (c) Borrowers fail to obtain Lender's approval prior to taking of any action described in section 6 3 (m) Any presentation or warranty in any Loan Document, Senior Loan Document or any financial statement given byea�orrower proves to have been incorrect in any material respect (o) A Bankruptcy Event or other -, material adverse cha4ce in financial condition occurs with respect to a borrower, Shareholder or Partner (q) A Material adverse change in finpncia! condition occurs with respect to a Borrower, Shareholder, or Partner In addition to the foregoing, by entering into ,a Lock Box Agreement with the Senior Lender that was different from the form approved by Lender that was different from the form approved by Lender and which omitted any payment of Net Cash Flow to Lender. Borrowers and the Senior Lender violated express terms of the Loan • Agreement In doing so, Borrowers and the Senior Lender acted in bad faith and with the intent to harm the financial and security Interests of Lender A By virtue of these Events of Default, the Lender effective October 20, 2004 does hereby elects to declare the entire unpaid balanci of the Loan due and does cause to exercise its remedies under Section 9 2 of the Loan Agreement, along with interest, penalty interest, late charges due the lender plus foreclosure cost and legal fees that are due or may become ;• That by reason thereof, the present Beneficiary under such Deed of Trust, has executed and delivered to TRUSTEE CORPS, said Truptee, a written Declaration and Demand for Sale, and has deposited with said duly appointed c} Trustee, such Deed. of Trust and alt documents evidencing the obligations secured thereby, and has declared and does hereby declareoll sums secured thereby immediately due and payable and has elected and does hereby elect to cause the trust property to be sold to satisfy the obligations secured thereby t DATED 10/20104 . Trustee Sale No CA031o3879C Loan No POPPY TRAIL Title Order No 4655078 ;.i By. TRUSTEE CO for Beneficiary BY R JOHNSEN,. !ZED SIGNATURE ,c MAR 14 2005 16:07 FR CHICAGO TITLE TO 913103780545 P.36 • • EXHIBIT A LEGAL DESCRIPTION OF POPPY TRAIL PROPERTY PAR EL 1 PAR ' L I AS SHOWN ON RECORD OF SURVEY, IN THE CITY OF ROLLING HILLS, COUNTY 0 ' LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 85 PAGE 70 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY PAR EAS AND NO 2 OF RESTRI COUNTY, DECLARA COUNTY, RESTRICT! COUNTY EX THE PAR C2 Doerkon/8a1d Moxzamne Loci EL 2 S FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO 1 PARCELS A, B, C, D AND E IN SECTION 6(A) ARTICLE V OF DECLARATION ONS, RECORDED IN BOOK 14065 PAGE 345, OF OFFICIAL RECORDS OF SAID AS AMENDED IN DESCRIPTION BY THE MODIFICATION OF SAID RECORDED IN BOOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID OVER THE LAND DESCRIBED IN ROAD NO 3 IN DECLARATION OF S RECORDED IN BOOK 14710 PAGE 166, OF OFFICIAL RECORDS OF SAID O THEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OF NO 1 ABOVE DESCRIBED 'park (Cloverleaf)/ meat 6 11 04 Final 50 MAR 14 2005 16:08 FR CHICAGO TITLE 1 TO 913103780545 P.37 • EXHIBIT "B" IN ADD ON TO THE DEFAULT STATED ABOVE, THE BENEFICIARY HEREB ELECTS TO CONDUCT A UNIFIED FORECLOSURE SALE PURSU TO THE PROVISIONS OF CALIFORNIA COMMERCIAL CODE AND TO INCLUDE IN THE NONJUDICIAL FORECLOSURE OF THE ESTATE DESC ED IN THIS NOTICE OF DEFAULT AND ELECTION TO SELL ALL OF THE PERSONAL PROPERTY AND FIXTURES DESCRIBED IN SAID DEED O TRUST AND ASSIGNMENT OF RENTS, RECORDED IN LOS ANGEL COUNTY, STATE OF CALIFORNIA AND THE FINANCING STATE NT FILED IN THE OFFICE OF THE CALIFORNIA SECRETARY OF STA E. THE B FICIARY RESERVES THE RIGHT TO REVOKE ITS ELECTION AS TC1 ME OR ALL OF SAID PERSONAL PROPERTY AND/OR FIXTURES, OR TO D ADDITIONAL PERSONAL PROPERTY AND/OR FIXTURES TO THE E ` C1TON HEREIN EXPRESSED, AT BENEFICARY'S SOLE ELE N, FROM TIME TO TIME AND AT ANY TIME UNTIL THE CONS ATION OF THE TRUSTEE'S SALE TO BE CONDUCTED PURSU TO THE DEED OF TRUST AND THIS NOTICE OF DEFAULT AND E 3 CTION TO SELL. MRR 14 2005 16:08 FR CHICAGO TITLE TO 913103780545 P.38 r TITLE(S) FEE CODE 20 CODE 19 PQDE 9 This page is part of your document,- DO NOT DISCARD 04 2967076 RECORDED/FILED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES- COUNTY - CALIFORNIA 11/16104 AT 08:00am FEE $13 AA DAF $2 C-`80 3 pp pi Assessor's, Identification Number (AIN) TO be Dominated by Examiner OR Title Company in black ink. D.T.T Number of AIN's Shown THIS FORM NOT TOBE DUPLICATED MAR 14 2005 18:08 FR CHICAGO TITLE TO 913103780545 P.39 •— fi tREC4DINGIREQUE Eo BY ANU WHEN KEUUNUF_) MAIL 10 I Trusteotorps 2112 Business peeler Drive. 2"d floor Irvine, CA 92612 04 2967076 Trustee Sale #: CA0310313786 Loan #: POPPY TRAIL TIUelSpaceOrrderabove this rine for #: 46506 neaordets rat's SUBSTITUTION OF TRUSTEE WHEREAS, : ._ = .: � - • ►., was the original T istor. CHICAGO TITLE QMPANY, was the original Trustee, and DOERKEN REAL ESTATE SERVICES, INC., was the original Beneficiary under that certain Deed of Trust dated 0611412004. Recorded on 06/15/2004 as Instrument No. 04 1619239,, of official 'ecords in the office of the Recorder of Los Anaeles County. Celifomie, end WHEREAS, DOER C N REAL ESTATE SERVICES, INC,, the undersigned, is the present Beneficiary under said Deed of Trust, and, WHFRFAS. Iha t In, �ralpnerl r1Psires to sl thstlh OP 'a new Tnistne nnti'r sRiri fPai nf Tnlst in pl6r'.9 nf and Iri 1Par! of said original Trustee or Successor Trustee, thereunder, in the manner In said Deed of Trust provided, Now, THEREFORE, the undersigned Beneficiary hereby substitutes MTC FINANCIAL. INC, dbe TRUSTEE CORPS. whose address 11: 2112 BUSINESS CgNT€R DRIVE, 2t°D FLOOR, IRVINE, CA 92612, as Trustee under Said Deed of Trust. Whenever the cunt )xt hereof so requires, the masculine !lender includes the feminine and/or neuter, and the singular number Includes the plural. DATED: 11-4%t+tf BENEFICIARY: E1. TE SERVICES, INC. STATE OF .' ‘ COUNTY OF 1 , On/1-1+ -04 before" me. Awry l 3etirlelt.. , a Notary Public in and for sand county. persona1y appeared Allan J, 1Cr1 h be the persan {�,Lio personally Imam to me ) to namefss) 'slaw subscribed to the within instrument and acknowledged to me that harsheRhey Mated ale same to hisibertteir authorized eapocityt+oe), and that by his/her/heir siynaturefef on the instument the person/A), or the ent ty upon bete,Y of vriirj1 the person4 acted, exacuted the instrument. ardr: ay? WIT 1 es my hand and' • 'rival seal. Publ and fa as - Comity and State 14 2005 16:09 FR CHICAGO TITLE TO 913103780545 P.40 9 SUBSTITOTION OF TRUSTEE PURSUANT TO CALIFORNIA CIVIL CODE SECTION 2934a. TRUSTEE ORDER SALE #: CA03103879C 4655078 ARFIDAVI'r STATE OF • vilipiaNIA COUNTY OF ORANGE On the • 6114 day of NOVEMBER 2004, I ELAINE KIM Mailed byt;,ertified and first class mail a copy of the attached Substitution of Trustee to the trustee of Record under the Deed of Trust described in said Substitution of Trustee, and a co y of the attached Substitution of Trustee has been mailed prior to the recording thereof, in the manner provided in Section 2924 (b) of the Civil Code of the State of Galifomla to all persons to whom a copy of the Notice of Default would be required tc be mailed by the requirements of said Section. I declare under penalty of perjury that the foregoing is true and correct. State of ;California County of',.OTpnge_ Subscribiad and sworn (or affirmed) to before me this 16Th ' ; day of NOVEMBER. , 2004 , Notary aunty and State 04 2967076 UPE MFJUI .Jr 13l mm# Au C0 EJ yr 0U MAR 14 2005 16:09 FR CHICAGO TITLE TO 913103780545 P.41 NO AIY ED' DTI-F.0_11ON NI.;),3ER Ti T VGULE NOTARY DECLA.R ICON GOVERN= CODE 27.:6L7 aP.t.L UNDER ?E 1Y -Or 2 URv jam_: 1.772 DOCLYE-ST TO WECE T i; �3'E t I .4:17.1$.=.:D READS S OLLO 4V5: NE OF N OTA RY A! I LE -e_ Q pi l aE C ONSILSION MDR 5- 2. - -2.49o7 _ it /1 4/2-q7 'r AYL- T cri i NT.2.CD OR MENTInC.371.07 7 \ (;: FLOC! OF EXEC MON MAR 14 2005 16:09 FR CHICAGO TITLE TO. 913103780545 P.42 [RECdRDINQ REMUE$ AND WHEN RECORDE TSD BY MAIL TO ] Trustee Corps 2112' Business Cerr',er Drive, 2"d floor —Suite 281 Irvine, CA 92612, 01/26/05 05 0185418 Trustee Sale # CA03103879C Loan# POPPYTRAJL Order # 4655078 ce above this line for recorders useonly/) 0: NOTICE OF TRUSTEE'S SALE YOU ARE IN DEFAUL UNDER A DEED OF TRUST DATED W14/2gj . UNLESS YOU TAKE ACTION TO PROTECT YOUR it PROPERTY, IT MAYBE SOLD AT A PUBLIC SALE IF YOU NEED AN EXPLANATION OF THE NATURE OF THE PROCEEDINGS ' `, AGAINST YOU. YOU SHOULD CONTACTA LAWYER •,i On 02/15I?405 at 11:1 AM, MTC FINANCIAL iNC., dba TRtlSTE pursuant to Deed of Trust R4 rdod on 08/15/2004 as i rums No�1519139, of S as the Jofficial records in the y appointed tOffi a ofed the Recorder cF R� G� of Los Anaeles Count), CALIFORNIA, executed by, A.LAN_H11i_TSE $HEEN WHO ACQUIRED TITLE AS riiu Trustor, DOERKEfij M ESTATE SERVICES, Iii, as Beneficiary, TSE: SHEEN, as 'WILL SELL AT PUBLIC AUCTION TO THE HIGHasT BIDDER FOR CASH (payable at time of sale in lawful money of the United States. by cash a cashi)i's check drawn by a state or national bank, a check drawn by a state or federal credit union, or a check drawn by a state or f oral savings and loan association, savings association, or savings bank specified in section 5102 of the Financial Code and airhorized to do business in this state) AT THE FRONT ENTRANCE TO THE POMONA MUNICIPAL COURTS BUILDING, 300 W. MISSION BLVD POMONA, CA The property heretofore! iescnbed es being sold 'as re All nght, title and interest conveyed to and now held by it under said Deed of Trust in the property situ cited in said County and State dasbnbirig the land therein APN a 7569-007401 SEE EXHIBIT "A" (LEGAL DESCRIPTION) ATTACHED HERETO AND MADE A PART HEREOF, SEE EXHIBIT "B" (UCC'I) ATTACHED HERETO AND MADE A PART HEREOF SEE EXHIBIT `131" (LISP OF PERSONAL PROPERTY) ATTACHED HERETO AND MADE A PART HEREOF The street address and. Other common designation, if any. of the real property descnbed above is purported to be i 1 POPPY TRAIL, ROt, LINGS HILLS, CA The undersigned Truster disclaims any liability for any incorrectness of the street address and other common designation, if any, .s shown herein Said sakk will be made, but without covenant or warranty, expressed or implied, encumbrances, to pay,ttreremaining pnncrpal sum of the Note(s)'seoured by said Deed of Trust with interest tghereon possession, tor o said Note(s), advances, it any, under the terms of the Deed of Trust, estimated fees, charges and expenses of the Trustee and of thei trusts created by said Debd of Trust The total amount of the unpaid balance of the obligation secured by the property to be sold and reasonable estimated', costs, expenses and advances at the time of the initial publication of the Notice of Trustee's Sale is ` •S1.a91,400 63 (estrmitid amount) Accrued interest and additional advances, if any, will increase this figure pnor to sale. If the Trustee is unable to convey title for any reason, this ccessful bidder's_ sole and exclusive. remedy shall bp ,die return of monies paid to the ruatoe and the successful bidder shall have no • further recourse. The Beneficiary under sa d Deed of Trust heretofore executed and delivered to the undersigned a wntten Declaration of Default end �'-Demand for Sale, and a ieritten Notice of Default and Election to Sell The undersigned caused said Notice of Default and Election to recordation Sell to be recorded in tie County where the real property is located and more than three months have elapsed since such ri MAR 14 2005 18:10 FR CHICAGO TITLE TO 913103780545 P.43 Tnustee Sale # CA03103879611,qg/I SOPPY TRAIL Order # 4655078 Dated 01!26!2005 `f. '{ TRUSTEE CO - : as; Successor Trustee J 'TRUSTEE S' 2112 BUSINESS CENT! FOR SALE INFORMATII FOR REINSTATEMENT Signature DRIVE, 2ND FLOOR, IRVINE, CA' 92812 �t CONTACT. (714) 573.7777, (714)573.1985, (949) 202.8300 FAY OFF REQUESTS CONTACT (949) 252.8300 xt130 2 05 0185418 MAR 14 2005 1E:10 FR CHICAGO TITLE TO 913103780545 P.44 PAREL 1 PAR COUNTY 0 PAGE 70 0 COUNTY PAR EAS AND NO 2 OF RESTRI COUNTY, DECLARA COUNTY, RESTRICT! COUNTY EXC THE PAR 01/26/05 EXHIBIT A LEGAL DESCRIPTION OF POPPY TRAIL. PROPERTY EL 1 AS SHOWN ON RECORD OF SURVEY, IN THE CITY OF ROLLING MILS, LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 85 RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID 2 IENTS FOR ROAD PURPOSES OVER THE LAND DESCRIBED IN ROADS NO 1 PARCELS A, B, C, b AND E IN SECTION 6(A) ARTICLE V OF DECLARATION ONS, RECORDED IN BOOK 14065 PAGE 345, OF OFFICIAL RECORDS OF SAID AS AMENDED IN DESCRIPTION BY THE MODIFICATION OF SAID RECORDED IN BOOK 14311 PAGE 58, OF OFFICIAL RECORDS OF SAID OVER THE LAND DESCRIBED IN ROAD NO 3 IN DECLARATION OF NS RECORDED IN BOOK 14710 PAGE 166, OF OFFICIAL RECORDS OF SAID • G THEREFROM THAT PORTION THEREOF LYING WITHIN THE LINES OF NO 1 ABOVE DESCRIBED 05 0185418 MAR 14 2005 16:10 FR CHICAGO TITLE TO 913103780545 P.45 01/26/05 EXHIBIT "B" IN AD ITION TO int DEFAULT STATED ABOVE, THE BENEFICIARY HE ' c Y ELECTS TO CONDUCT A UNIFIED FORECLOSURE SALE PURS T TO THE PROVISIONS OF CALIFORNIA COMMERCIAL CODE AND 0 INCLUDE IN THE NON,IUDICIAL FORECLOSURE OF THE ESTATE DES ED IN THIS NOTICE OF DEFAULT AND ELECTION TO SELL ALL OFT ' E PERSONAL PROPERTY AND FIXTURES DESCRIBED IN SAID DEED OF TRUST AND ASSIGNMENT (*RENTS, RECORDED IN LOS ANG at ES COUNTY, STATE OF CALIFORNIA AND TEE FINANCING STA ' MENT FILED IN THE OFFICE OF THE CALIFORNIA SECRETARY OF S TE. THE ; ENEFICIARY RESERVES THE RIGHT TO REVOKE ITS ELECTION AS T o. SOME OR ALL OF SAID PERSONAL PROPERTY AND/OR FIXTURES, OR T ADD ADDITIONAL PERSONAL PROPERTY AND/OR FIXTURES TO THE LECTION HEREIN EXPRESSED, AT BENEFICARY'S SOLE ELE a ION, FROM TIME TO TIME AND AT ANY TIME UNTIL THE CON' I IATION OF fl E TRUSTEE'S SALE TO BE CONDUCTED PURS ANT TO THE DEED OF TRUST AND THIS NOTICE OF DEFAULT AND LECTION TO SELL. 05 0185418 MAR 14 2005 16:10 FR CHICAGO TITLE TO 913103780545 P.46 01/26/05 1EXETBIT "El" PERSONAL PROPERTY 1 All tans and specifications for the construcnon, operatton and us of the Project, including wnliout 1ltnst tton, architeotnral plans and as -built plans (the 'plans'') 2 All 1 zoning approvals, platting, site plan aid other applicable development approvals and putties from all governmental authorities for the construction of the Improvements, including without _ ltaut non, 'conditional use per:.its, yin:nice`S, authorizations, licenses and certificates (collectively, the emits and Entitlements") 3 All I provernents and all materals intended for construction, reconstruction, alteration and repair of such! mprovements now or hereafter erected thereon, all of Which materials shall be deemed to be inept ed within the Project immediately upon the delivery thereof to the Property, and all fixtures, equi ent, furnishings and other articles of personal property now or hereafter owned by the Bo wer and attached to or comatned in and used at connection with the Project and int/tiding, but not I1 ited to, all furniture furnishings apparatus, machinery, equipment, motors, bolters, buildings, mate nls, applia-nces, fire prevention and extinguishing apparatus, security and tccess control .app tus, trash receptacles, bath Tubs, water heaters, water closets, sinks, dishwalsheis, disposals, wash , dryers, elevators, fittings, radiators, ranges, refrigerators, awnings, stonrf wtndoves, storm doo shades, screens, blinds, curtains and curtain rods, mirrors, cabinets, paneling, rugs, pictures; anion es, satellite d,shes and systems, telecommumeations systems (rncludini, without limitatro'n, equi eat, facilu.cs ano devices), trees, plants,'carpeting, beds, bedsprings; matiressos, bureaus, shift' iers, enaira, chests, desks, bookcases, tables, hanging, decorations, .divans, couches, glass • are, silverware, tableware, linens, towels, bedding, blankets, china, dishware, ornaments, bnc- a-i?r , kitchen equipment, utensils, bars, bar fixtures, uniforms, safes, cash registers, eccoentrngand dupli ating machineS, communications equipment, vaults, radios, iceboxes, statuary, lamps, office equr ent and other furnishing and all plumbing, heating, lighting, cooking, laundry, ventilaimg, refs rating, incinerating, trash compacting, err -conditioning and eprunkler equipment, telephone syste televisions and television systems, audio and video systems (including, without limitation, equip en; facilities and devices). fitness and e'ceretso equipment, computer systems, reservation syste s and fixtures and appurtenarces thereto and all renewals or replacements thereof oi' articles in subs lion thereof, whether or not the same are or shall be attached to the Project and Improvements in en manner (the `Tangible Personalty") and all proceeds end products ofan; of the foregoing 4 Ins. nco policies and proceeds thereof and any end all present and fume accounts, general rota ibtes, instruments, inventory, documents and chattel paper, all returned, rejected or repossessed go the sate or lease of which shall have given or shall give nse to an account or chattel paper, and all ks and records in whatever media (paper, electronic or otherwise) recorded or stored, with rasp t to the forego rag and all equipment cad general intangibles necessary or beneficial to retain, a and/or process the information contained in those books and records, now or hereafter erree rig or relating to the 1'roject or any part thereof, and all proceeds or prodse�i thereof, =Indulge witho r limttntron, (i) all leases (including equipment leases), rental agreerri its, sales contracts, maria ementcont•acts, franchise and related agreements, construction contracts, architects' contracts, tecltn 1 services agreements, licenses and permits, (n) all receivables, customer abhgations, maid ent payment obligations and other obligations noly existing or hereafter arising or created out of the sale or lease of property or rendenng of services by the Borrower ni its business of ownership and o ration of the Project or acquired front others including, without limiting the generality of the fore ing, from rental of rooms, halls, stores, offices, exhibit or sales space of every kind, license, lease nd concession fees and rentals, health club membership fees, food and beverage, whole arid. retail ales of merchandise service charges, and proceeds, if any, from ustness interruption or i 05 015418 1, MAR 14 2005 16:11 FR CHICAGO TITLE TO 913103780545 P.47 01/26/05 EXHIBIT "BI" CONTINUED.... 0, r loss of income insurance, (ri) all rights to ?ayment front arty consumer credit/charge card o' tzarion or entity (incluci ;g, brit not limited to, the organizations or entities which sponsor and a' mister the American Egress Card, the Carte Blanche Card, the Discover Card, the Master Card, Visa Card and the D'ners Club.Cri) (iv) all checks and consumer credit/charge eard slept and eipts, and (v) all of the Borrower's right, title and interest in all royathes, license fees and other . i otne or proceeds neared from, uademerks, cademark applications, the registration therefor, the od will of the business synboliied by the same, now or hereafter Bled, owned or acquired ( llectivety, the "Intan2.ble Personalty') Notwithstanding the foregoing provisions, such alignment and gra"u of security utte-est contained herein shall not extend to, and the Intangible onalty shall- not, include, any personalty which is now or hereafter 'told by the Borrower as ensee, lessee or otherwise, to the extent that (a) such personalty is not -assignable or capable of — tng encumbered as a matter of law or under the terms of the license, lease or other agreement plicabie thereto (b.ir sold} to the extent that any such restriction shall be enforceable under plicabie law), without tt e consent of the licensor or lesser thereof or other applicable party thereto a (b) such consent has rct been ob,atned, ve ,.. 41.4, however, that the Intangible Personalty shall dude, tent that the nment or ing of ch proceedsrd all is not so restrof such icted und-personalty to the r the terms of the license, lease oraother agreement applicable ereta As d in this E ibit, the word Improvements" means all improvements built or to be built on that ee n real property known as the Clover:eat Business Park and located at 400.490 Cloverleaf Drive, Bel n Park, California°91706. in the County of Los Angeles, State of California, including without tiro ilea, fourteen (l4) ofrce bu.lnt: ss As used in this Exhibit, the word "Project" means the Project Pro try and the Improvemen-s The `Project Property" means that certain real property known as the Cl , erleaf Business Pert, and located at 4C0-490 CloverleafDnve, Baldwin Park, California 9l706, in the Co ty of Los Angeles, State of California 05 0185418 ** TOTAL PAGE.47 **