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Rollie A. Peterson, Esq. (SBN #113042) PETERSON & K E L L , A LAW CORPORATION 2377 Gold Meadow Way, Suite 280 Gold River, California 95670 Telephone: (916) 635-9300 Fax: (916) 635-9303

Attorneys for Plaintiff Lynn Judd

FILED/ENDORSED

APR 17 21

By:.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SACRAMENTO

LYNN JUDD, an Individual,

Plaintiff,

v.

ANDREA MARIE MANDRIGUES, an Individual; RICHARD BURKS MacDONNELL, JR., an Individual; 1122 INVESTMENTS, L L C , a California limited liability company; DANIEL CIOCI, an Individual; SETH W. SCOTT, an Individual; GIVECOGREEN, L L C , a Nevada limited liability company; TENTH HALL, INC., a California corporation, dba KELLER-WILLIAMS REALTY, SACRAMENTO; CORNERSTONE TITLE COMPANY, a California corporation.

Defendants.

CASE NO: ?A-20\S'DO2WW

PLAINTIFF LYNN JUDD's COMPLAINT FOR BREACH OF WRITTEN CONTRACT; FRAUD IN THE INDUCEMENT; NEGLIGENT MISREPRESENTATION; BAD FAITH WASTE; NEGLIGENCE; CONVERSION; BREACH OF FIDUCIARY DUTY [CC §§ 1559. 1710. 3302.3343]

PARTIES

1. Plaintiff Lynn Judd, DDS (hereafter "Judd"), an individual is, and at times

mentioned herein was, a resident of Placer County, Califomia.

2. Defendant Andrea Marie Mandrigues (hereafter "Mandrigues"), an individual and

California licensed realtor. License I.D. No. 01493592 (expired 9/4/17), was, at all times

COMOl JUDO 1.LOO 1

Plaintiffs Complaint

Lynn Judd invests $150,000 to fund construction in property 'flip'. Loses it ALL.Property is foreclosed in just one year after CGC (a Seth W. Scott LLC) fails to makemortgage payments. Allegedly uses Judd's funds for personal use. *See Judgment

1 mentioned, herein a resident of Sacramento County, Califomia. At all times herein mentioned, she

2 was a real estate agent representing Keller-Williams Realty, Sacramento, and was responsible for

3 the acts herein mentioned which occurred in Sacramento County, Califomia. She was and is the

4 wife of Defendant Richard Burks MacDonnell, Jr. (hereafter MacDonnell).

5 3. Defendant MacDonnell, an individual, was at all times herein mentioned a resident

6 of Sacramento County, Califomia, and was responsible for the acts herein mentioned, which

7 occurred in Sacramento County, Califomia. MacDonnell was at all times mentioned herein, and

8 is Mandrigues' husband.

9 4. Defendant 1122 Investments, LLC, a Califomia limited liability company (hereafter

10 "1122 Investments"), whose managing members are Mandrigues and MacDonnell, is, and at all

11 times herein mentioned was, a resident of Sacramento Coimty, Cahfomia. 1122 Investments

12 purchased homes, and rehabilitated them for the purpose of selling them for a profit (hereafter

13 "Home Flipping").

14 5. Defendant GiveCoGreen, LLC, a Nevada limited liability company (hereafter

15 "GCG"), whose managing members are Daniel Cioci and Seth W. Scott, is a company that buys

16 residential real properties in the State of Califomia, rehabilitates and flips them. This includes the

17 residential real property the subject of this action foimd in Sacramento County, Califomia. GCG

18 is not registered to do business in the State of Califomia, thus venue is proper in any county in

19 Califomia.

20 6. Defendant Daniel Cioci, an individual (hereafter "Cioci"), is a resident of Nevada

21 Coimty, Califomia. At all times mentioned herein, Cioci was a managing member of GCG.

22 7. Defendant Seth W. Scott, an individual (hereafter "Scott"), is a resident of Nevada

23 County, Califomia. Scott, at all times mentioned herein, was a managing member of GCG-

24 8. Defendant Tenth Hall, Inc. is a Califomia corporation, with its headquarters in

25 Sacramento County, Califomia. Tenth Hall, Inc. was at all times mentioned a real estate broker,

26 licensed by the Califomia Bureau of Real Estate, No. 01976964, under the license of its designated

27 officer, Wayne Thomas Hall, whose license number is 00585049, doing business as Keller-

28 Williams Realty, Sacramento (hereafter "KW").

2 COMOl JUDO 1.LOO Plaintiffs Complaint

1 9. Defendant Comerstone Title Company (hereafter "Comerstone"), is a California

2 corporation, licensed by the State of Califomia as a title insurance company. Comerstone does

3 business in Sacramento County, California. Comerstone administered an escrow at its office in

4 Elk Grove, Sacramento County, Califomia, causing damage to Judd, all as alleged by Judd in this

5 complaint.

6 10. The tme names and capacities, whether individual, corporate, associate, or

7 otherwise, of the Defendants named herein as Does 1 through 100, inclusive, are unknown to

8 Plaintiff at the current time. Therefore, Plaintiff sues these Doe Defendants by such fictitious

9 names. Plaintiff will amend this complaint to allege their tme names and capacities when

10 discovered. Plaintiff is informed and believes, and on that basis alleges that eiach of these

11 fictitiously named Doe Defendants are responsible in some manner for the occurrences herein

12 alleged. Plaintiff is ftirther informed and believes that their conduct proximately caused his harm

13 and damages, as herein alleged, as principals, agents, co-conspirators, alter-egos, successors, or

14 otherwise, of the named Defendants. The Doe Defendants, 1 through 100, are persons or entities

15 who, directly or indirectly, participated in the transactions at issue. They aided and abetted,

16 conspired to, and/or caused the primary violations herein. These persons or entities caused

17 damages to Plaintiff as alleged herein, but whose names or identities are presently unknown to

18 Plaintiff. Plaintiff will seek to amend the complaint once Plaintiff discovers the tme names and

19 identities of such fictitious Defendants.

20 11. Plaintiff is informed and believes, and based thereon alleges that Defendants, and

21 each of them, including the Doe Defendants, were, at all relevant times herein, the agent, servant,

22 employee, officer, director, joint venturer, and/or partner, parent, affiliate, subsidiary, successor-in-

23 interest, related entity or alter-ego of each of the other Defendants, and each of them were acting

24 within the scope of authority confirmed upon that party by consent, approval, and/or ratification,

25 whether said authority was actual or apparent.

26 H.

27 JURISDICTION AND VENUE

28 12. Pursuant to Califomia Code of Civil Procedure § 392(a), venue is proper in this

3 COMOl JUDO 1.LOO . Plaintiff s Complaint

1 Court because the Defendants regularly conduct business within this County, some of the

2 Defendants reside here, the real property, the subject of this action, is found in Sacramento County,

3 Califomia, and the witnesses and evidence are found in Sacramento County.

4 13. The Defendants in this action were, at all times mentioned, or are now each engaged

5 in a business within the State of Califomia, which business is related to the events giving rise to

6 the instant lawsuit. All the subject events alleged transpired and occurred within the State of

7 Califomia. The defendants, as set forth in International Shoe Co. v. Washington (1945) 362 U.S.

8 310, 316, have "sufficient minimum contacts" with the State of Califomia siich that this court's

9 exercise of jurisdiction over the defendants here does "not offend traditional notions of fair play

10 and substantial justice."

11 IIL

12 FACTUAL BACKGROUND

13 14. On March 9, 2015, Georgia Ann Schmauderer, Tmstee of the Georgia Ann

14 Schmauderer Tmst (hereafter "Schmauderer"), contracted with Bebermeyer Asset Management,

15 Inc. (hereafter "BAM"), to sell her home to BAM for $500,000.00 (hereafter "Purchase

16 Agreement"). BAM's principle officer was Daniel Bebermeyer (hereafter "Bebermeyer").

17 Schmauderer's home was found at 9809 Mosswood Circle, Folsom, Califomia, Sacramento County

18 Assessor Parcel No. 227-0211-012-0000 (hereafter "Residence"). BAM's real estate agent was

19 Mandrigues of KW. The parties established escrow at Comerstone, Escrow No. EG-3362AM, to

20 close the transaction (hereafter "Escrow"), with BAM, depositing $ 10,000.00 in Escrow. Adriana

21 Melo (hereafter "Melo") was their escrow officer at Comerstone's Elk Grove office.

22 15. On March 26, 2015, Berbermeyer, for BAM and Schmauderer, modified the

23 Purchase Agreement, in a writing the parties called Addendum # 1. Addendum # 1 substituted GCG

24 for BAM, making GCG the new purchasing entity. Addendum #1 further provided that Escrow

25 would close April 3, 2015, and the buyer would be using private money financing to close the

26 Escrow.

27 16. On March 31, 2015, BAM executed an assignment agreement (hereafter

28 "Assignment Agreement"). By the Assignment Agreement's terms, BAM assigned its rights and

4 COMO1 JUDO 1 .LOO Plaintiff s Complaint

1 obligations under the Purchase Agreement to GCG. Cioci executed the Assignment Agreement

2 for GCG. The Assignment Agreement's terms included provisions for GCG to pay BAM

3 $25,000.00 consideration for the assignment. GCG was to pay this consideration with two

4 Cashier's Checks delivered at Closing. GCG was to obtain a bank's Cashier's Check for

5 $23,000.00, payable to 1122 Investments. GCG was to obtain a second bank's Cashier's Check

6 payable to BAM, for $2,000.00.

7 17. On or about April 14,2015, Mandrigues approached Gary DeBlaquiere (hereafter

8 "DeBlaquiere") about him funding the Residence's rehabilitation (hereafter "Project"), or finding

9 for Mandrigues an investor to fund the Project. DeBlaquiere does business, from time-to-time,

10 through a limited liability company he owns and controls. He calls this entity "Homework

11 Investments Granite Bay LLC" (hereafter "Homework").

12 18. For DeBlaquiere' s consideration, and investment decision, and for him to share with

13 potential investors, for their decision, Mandrigues represented to DeBlaquiere, as facts, the

14 following information about the Project:

15 (a) The Residence in "as is" condition appraised for $615,000.00. Although the

16 appraisal value was based on 2,662 square feet, the actual square footage was closer

17 to 3,200;

18 (b) That she was working with three buyers, one qualified for a loan at $875,000.00,

19 and the other two at $925,000.00, and she would pick the buyer when the Project's

20 rehabilitation advanced to the stage of color choices;

21 (c) Mandrigues was buying the Residence for $525,000.00, and she would be doing the

22 rehabilitation with Cioci as her constmction manager;

23 (d) Mandrigues was looking for an investor to contribute $150,000.00. Ofthisamount

24 $110,000.00 was for fimding the Residence's estimated rehabilitation costs. The

25 remaining $40,000.00 was for reserves that she would pay back to the investor at

26 final draw, from the constmction draw account;

27 (e) Dan Stolligrosz of Focus West was arranging funding forthe Residence's purchase, •

28 and they would have Green Escrow Services, Inc. (hereafter "Green") hold and

5 COMOl JUDO 1 .LOO Plaintiffs Complaint

1 release the rehabilitation funds, based on Focus West's inspections of work

2 completed;

3 (f) The investor would receive a preferential payback upon the Residence's sale;

4 (g) ^he investor would receive a zero percent note for 180 days, secured by a second

5 deed of tmst on the Residence;

6 (h) That based on the Project's needs, four months would be a reasonable period to

7 rehabilitate the Residence;

8 (i) Mandrigues projected the Project would eam a net profit of $ 139,23 5.00;

9 (j) Mandrigues promised she would pay the investor 50% of the Projects' net

10 equity/profits; and

11 (k) Mandrigues further represented that time was of the essence because the Residence

12 would not be on the market long. She reasoned that because the Residence was

13 foimd in Folsom, Califomia, down and across from the American River Canyon,

14 and was a large home, on a 1.7 acre lot, the purchase price was very attractive.

15 19. Shortly thereafter, DeBlaquiere approached Judd to fund the Residence's

16 rehabilitation costs. DeBlaquiere told Judd about the investment opportimity, as Mandrigues had

17 represented to DeBlaquiere, and in addition shared with Judd the following information:

18 (a) Mandrigues was a real estate agent working for KW. That because of tier

19 employment by KW, she was uniquely positioned to find residential properties at below

20 market prices, that could be rehabilitated, and flipped for a profit;

21 (b) Mandrigues was an expert in valuing these types of residential properties, and

22 evaluating the costs to fix them, and flip them;

23 (c) Mandrigues was experienced in doing the necessary rehabilitation work. At KW,

24 Mandrigues had become known as the "House Flipper;"

25 (d) After Mandrigues rehabilitated the Residence, she would then, as a real estate agent

26 for KW, list and sell the Residence; and

27 (e) Upon its sale, Mandrigues would first retum to Judd, from the sales proceeds, his

28 investment of $150,000.00, then Mandrigues would split the profits with Judd, which she

6 COMO 1 JUDO 1 .LOO Plaintiff s Complaint

1 estimated to be $139,235.00.

2 , 20. DeBlaquiere and Judd agreed that they would share the portion of the profits

3 Mandrigues promised she would share with DeBlaquiere.

4 21. To fund the Resident's purchase, on about April 13,2015, GCG arranged a private

5 loan through Focus West Capital (hereafter "Focus Wesf) for $540,000.00. Focus West originated

6 the private loan from the Sanfilippo Family Living Tmst, dated Febmary 26, 1999 (hereafter

7 "Sanfilippo Tmst"). Focus West's loan requirements at closing included: (a) A $540,000.00

8 promissory note naming the Sanfilippo Tmst "Payee" ("Sanfilippo Note"), secured by a first deed

9 of tmst encumbering the Residence (hereafter " 1 " Tmst Deed"), naming the Sanfilippo Tmst, as

10 beneficiary, (b) A constmction draw escrow account for $ 150,000.00 ("Draw Account"); and (c)

11 Focus West's prior approval of each draw from the Draw Account.

12 22. Judd is informed and believes, and thereupon alleges Focus West provided Escrow

13 with loan documents, including the 1" Tmst Deed and instmctions to Escrow to not release Focus

14 West's funds to Seller, or otherwise, until Escrow recorded the 1Tmst Deed, and verified that the

15 P' Tmst Deed was in first priority position, and Comerstone had issued a policy of title insurance,

16 in the amount of $540,000.00, insuring Focus West's Deed of Tmst to be a first priority lien.

17 23. Onorabout April 15,2015,Melo,forComerstone,employedtheservicesof ASAP

18 Signing Services, Inc. (hereafter "ASAP"), to obtain the signatures of Cioci and Scott on the loan

19 documents, including the compliance agreement, the owner's affidavit, financial statements, and

20 deed of tmst. On April 15, 2015, J. Conyers, Notary Public, Comm. #2001307, notarized the

21 signatures of GCG's managing members, Cioci and Scott, on the Tmst Deed. [Judd attaches

22 hereto as Exhibit "A" a tme and correct copy of the 1 ' Trust Deed]. Melo was not instmcted to nor

23 did she obtain from MacDonnell his signature on these documents for Focus West.

24 24. Judd, upon agreeing to be Homework's joint venture partner in the Project, and to

25 invest $150,000.00 in the Project, on or about April 17, 2015, wire transferred to Escrow

26 $150,000.00. Judd did so relying upon Mandrigues' representations to DeBlaquiere about the

27 Project, and because of her credentials as a licensed real estate agent, whose broker was KW, all

28 as DeBlaquiere told Judd about Mandrigues.

7 COMO 1 JUDO 1 .LOO Plaintiff s Complaint

1 . 25. On April 22, 2015, Homework and GCG, to memorialize Mandrigues and

2 DeBlaquiere's understanding of their respective rights and duties, executed a vmtten agreement

3 they called the "Profit Sharing Agreement" (hereafter the "PSA"). [Judd attaches hereto as Exhibit

4 "B" a tme and correct copy of the PSA]. Homework and GCG made the PSA effective as of April

5 21,2015. The parties entered the PSA in Sacramento County, Califomia. By the PSA's terms: (a)

6 Homework agreed to fimd $ 150,000.00 for the rehabilitation of the Residence; (b) GCG would be

7 responsible for the Resident's acquisition, rehabilitation, and its sale; (c) Homework and GCG

8 would split the net proceeds 50%-50%; (d) GCG would establish a zero interest note and lien on

9 the property for $150,000.00, if allowed by Focus West; and (e) venue for any dispute would be

10 in Sacramento Coimty, Califomia. Judd, is a joint venture partner of Homework, in the Project.

11 The PSA was made for the benefit of Judd, in that Judd was financing 100% of the Project's

12 rehabilitation, the subject of the PSA, and the PSA specifically required GCG's execution of a notei

13 in Judd's favor ("Judd Note") and the 2"'' Tmst Deed securing performance of the Judd Note. Judd

14 was thus an intended third party beneficiary of the PSA. The PSA is the underlying instrument

15 supporting the 2"'' Tmst Deed. Judd thus has standing to sue for its breach, and the torts arising

16 therefrom.

17 26. On April 22, 2015, at First American Titie Company's office in Sacramento,

18 Califomia, before Jamie Morse-Kincaid, Notary Public (hereafter "Morse-Kincaid"), an employee

19 of First American Title Company (hereafter "First American"), DeBlaquiere, for Homework, and

20 MacDonnell, for GCG, executed the PSA. MacDotmell was not a member or manager of GCG,

21 thus his signature operates as a personal signature thereon.

22 27. Comerstone wire transferred $ 150,000.00 to Green to fund the Draw Account.

23 28. Judd is informed and believes, and thereon alleges that on or about April 22,2015, r

24 Focus West funded Escrow wdth $540,000.00. On April 22, 2015, Comerstone presented to tiie

25 Sacramento County Recorder for recording the P' Tmst Deed, which the Sacramento County

26 Recorder recorded in Book 20150422, at Page 1505.

27 29. Focus West's deposit in Escrow of $540,000.00, and Judd's deposit in Escrow of

28 $150,000.00, together with the $10,000.00 earnest money deposit, brought the total deposits in

8 COMO 1 JUDO 1 .LOO Plaintiff s Complaint

1 escrow to $700,000.00. Judd is informed and believes that to close escrow. Escrow required an

2 additional $1,786.47. On April 22, 2015, GCG and BAM again amended the Assignment

3 Agreement by signing a second addendum. The second addendum's terms provided that 1122

4 Investments would give GCG a $1,786.47 "credit" in Escrow, at closing.

5 30. At closing, Escrow disbursed to the following accounts these sums;

6 TOTAL DEPOSITS IN ESCROW $701,725.00 Disbursements from Escrow

7 (a) To Seller: $500,000.00 (b) Constmction Draw Account: 150,000.00

8 (c) Loan Fees to Focus West: 20,700.00 (d) Assignment Fee to 1122

9 Investments $25,000.00 Less credit to GCG <1.786.47> 23,213.53

10 (e) Escrow Fees: 2,173.00 (f) Prorated Interest to FCI Lender Services: 2,430.00

11 (g) Homeowners Insurance: 1,200.00 (h) Property Tax Proration: 283.47

12 (i) Recording Fees: 725.00 LESS TOTAL DISBURSEMENTS ($701.725.00^

13

14 31. Judd is informed and believes and thereon alleges that on or about April 24,2015,

15 Mandrigues and MacDonnell had First American prepare a deed of tmst, encumbering the

16 Residence for $ 150,000.00. GCG was the grantor, Judd the beneficiary, and First American was

17 named Tmstee (hereafter "2"'' Tmst Deed"). [Plaintiff attaches hereto as Exhibit "C" a tme and

18 correct copy of the 2"'' Tmst Deed with Assignment of Rents.] MacDonnell, for GCG, signed the

19 2"'' Tmst Deed. MacDonnell signed the 2"'* Tmst Deed at Fidelity, before Morse-Kincaid, whom

20 notarized his signature as a managing member of GCG. MacDonnell was not a member of GCG,

21 nor a manger. In signing the 2"'' Tmst Deed for GCG, MacDonnell violated Califomia Penal Code

22 (hereafter "PC") §§ 115, 115.5(a) and (b) and PC § 531. His unauthorized signature as a GCG

23 manager operates as his personal signature on the 2"'' Tmst Deed.

24 32. The Sacramento County Recorder's Office recorded the 2"'' Tmst Deed encumbering

25 die Residence on May 1, 2015, in Book 20150501, at Page 0793.

26 33. Judd is informed and believes, and thereon alleges that immediately after close of

27 Escrow, Cioci directed and/or authorized Green to wire transfer $30,000.00 of the Draw Account

28 funds to 1122 Investments' Bank of America checking account. Judd is further informed and

9 COMOl JUDO 1.LOO Plaintiffs Complaint

1 believes and thereon alleges that when Green sought Focus West's consent to make the transfer,

2 Focus West refused to give it because the transfer was not going to GCG, the borrower. Judd is

3 further informed and believes and thereon alleges that Cioci then directed Green to transfer

4 $30,000.00 funds from the Draw Account to an account at Bank of America, standing in GCG's

5 name. Judd is further informed and believes and thereon alleges that GCG thereafter transferred

6 these fimds to 1122 Investments. Judd is ftirther informed and believes, and thereon alleges that

7 on June 3,2015, Green wire transferred to GCG 30,000.00, which sum GCG transferred to 1122

8 Investments, for a total of $60,000.00. GCG and 1122 Investments draw these funds before the

9 City of Folsom issued final permits in mid-June 2015.

10 34. Judd is informed and believes and thereon alleges that on July 7,2015, Green wire

11 transferred to GCG $30,000.00. After this transfer, 1122 hivestments and GCG had depleted

12 $90,000.00 oftiie Project's Draw Account, with little progress.

13 35. On or about August 14, 2015, during the course of the Project's rehabilitation

14 efforts, DeBlaquiere met with Cioci and Scott at the Residence to discuss the lack of progress on

15 the Project. During the course of that meeting, DeBlaquiere, Cioci and Scott discussed Judd's

16 $150,000.00 investment in the Project, and his 2"''Tmst Deed.

17 36. After that conversation, Cioci and Scott continued to take draws from the Draw

18 Account, until its depletion. Judd is ftirther informed and believes, and thereon alleges that on

19 October 13,2015, Green wire transferred to GCG $ 12,150.00 as a "draw", and on October 21,2015

20 wire transferred to GCG $ 12,125.00 as a refund. GCG took these funds without ever taking any

21 steps to correct MacDonnell's unauthorized signature on the PSA and 2"'' Tmst Deed, thereby

22 ratifying MacDonnell's signatures on the PSA and 2"''Tmst Deed.

23 37. GCG failed to make the regular periodic payments due on the Sanfilippo Note

24 secured by the 1Tmst Deed. On November 1,2015, GCG defaulted on the Sanfilippo Note and

25 1" Tmst Deed by not paying all interest and principle due. In or about November 2015, the

26 Sanfilippo Tmst caused Placer Title Company, a Califomia corporation, Tmstee of the 1 ' Deed of

27 Tmst, to assign and substitute its interest in the P' Tmst Deed to Califomia TD Specialists,

28 Anaheim Hills, Califomia 92808 ("TD") and 1Tmst Deed to record a notice of default. On or

10 COMOl JUDO 1.LOO Plaintiffs Complaint

1 about June 1,2016, TD cried a non-judicial foreclosure sale, foreclosing the 1 ' Tmst Deed, with

2 the Sanfilippo Trust credit bidding $625,254.16 at the sale, the sale rendering Judd's 2"'' Tmst Deed

3 valueless.

4 38. Judd is informed and believes, and thereon alleges that KW employed Mandrigues

5 and at all times mentioned herein she was KW's agent and in doing the things herein alleged, she

6 was acting within the course and scope of that agency and either with the actual permission or

7 consent of KW, or ostensible authority. KW gave Mandrigues a platform to do the things alleged

8 herein, £ind profited by that platform eam real estate broker's commissions.

9 39. Judd is informed and believes, and thereon alleges that MacDonnell, 1122 Investment,

10 Cioci, Scott and GCG were aware that 1122 Investments and GCG planned to and took draws on

11 the Draw Account without having performed any substantial improvements on the Residence, nor

12 with intent to use those funds drawn towards fimding the Project. Each of Defendants Mandrigues,

13 MacDonnell, 1122 Investments, Cioci, Scott and GCG intentionally agreed and conspired with the

14 other to take draws from the Draw Account without using said funds to rehabilitate the Project,

15 each acting in furtherance of his, her or its financial gain.

19

20

21

22

23

24

26

27

28

IV. 16

17 FIRST CAUSE OF ACTION

18 FOR BREACH OF THE PSA AND T" DEED OF TRUST (Against GCG. and MacDonnell)

40. Judd hereby incorporates Paragraphs 1 through 39 herein above, as though fully set

forth hereat.

41. On or about April 22, 2015, GCG, MacDonnell as GCG's manager, and

DeBlaquiere as Homework's manager, in Sacramento, Sacramento Coimty, for valuable

consideration, executed the PSA before Notary Morse-Kincade. The PSA's terms provided that:

Owner (GCG) will establish a zero interest note for the amount invested by investor 25 (Homework) and will allow investor to place a liens on the property for the amoimt

invested . . .

42. On or about April 22, 2015, Judd wire transferred $150,000.00 into Escrow for

Homework's investment into the Project. Judd did so in reliance upon Mandrigues' representations

she made to DeBlaquiere, which DeBlaquiere relayed to Judd. These representations included that

COMO 1 JUDO 1 .LOO Plaintiff s Complaint

1 GCG would secure Judd's investment with the 2"** Tmst Deed, as provided by the PSA.

2 43. On or about April 22, 2015, Comerstone closed Escrow, and thereafter, wire

3 transferred Judd's $150,000.00 investment to Green.

4 44. On or about April 24,2015, to afford Judd a lien on the Residence, as promised by

5 Mandrigues and MacDonnell, and as provided by the PSA, MacDonnell, for GCG, appeared at

6 First American, before notary Morris-Kincade, and executed the 2"* Tmst Deed, with Morse-

7 Kincade acknowledging his signature. On or about May 1, 2015, someone presented to the

8 Sacramento County Recorder's Office the 2"'' Tmst Deed, for recording.

9 45. GCG defaulted on its obligations under the P' Tmst Deed. On or about June 1,

10 2016, Califomia TD Specialist, substituted Tmstee (hereafter "TD") after giving due notice of

11 default and notice of sale, under the 1" Tmst Deed, as the law requires, proceeded to foreclose the

12 P' Tmst Deed. TD sold the Residence, at public auction, pursuant to the power of sale in the P'

13 Tmst Deed. Tmstee sold the Residence to the Sanfilippo Tmst, upon its credit bid, for

14 $625,254.16. The amount due and delinquent on the obligation secured by the P' Tmst Deed,

15 together with the expenses of the sale, was $625,254.16. No portion of the proceeds of the sale

16 remained to be applied on the obligation due Judd created under the PSA, secured by the 2"'' Tmst

17 Deed, after deducting the amoimt due on the Sanfilippo Note, secured by the 1Tmst Deed and the

18 expenses of sale.

19 46. As a result of the Residence's sale, by foreclosure of the P' Tmst Deed, thie security

20 for the obligations due Judd under the PSA and 2"** Tmst Deed became exhausted and worthless

21 without any act on Judd's part.

22 47. Defendants GCG and MacDonnell have defaulted on the obligations under the PSA

23 and 2"'' Tmst Deed, and the whole of $150,000.00 is now due and owing to Judd, and is unpaid

24 from GCG, and MacDonnell.

25 48. Judd has performed all obligations, conditions and promises required to be

26 performed on his part due him by the terms of the PSA and 2"'' Tmst Deed, including all conditions

27 precedent to his right to enforce these Defendants' duties of performance under the PSA and 2"''

28 Tmst Deed.

12 COMO 1 JUDO 1 .LOO Plaintiff s Complaint

1 V.

2 SECOND CAUSE OF ACTION FOR DECEIT [CC §§ 3343,1710(1)(2) and 1710(3)

3 (Against KW, Madrigues. MacDonnell. 1122 Investments. GCG. Cioci and Scott)

4 49. Judd hereby incorporates Paragraphs 1 through 39, and Paragraphs 41 through 48

5 herein above, as though fiilly set forth hereat.

6 50. On or about April 14,2015, Mandrigues made false and fraudulent representations

7 to DeBlaquiere, knowing and intending that DeBlaquiere would use these misrepresentations to

8 solicit investors. Mandrigues falsely and fraudulently misrepresented that:

9 (a) Mandrigues was buying the Residence;

10 (b) The Residence's purchase price from Schmauderer was $525,000.00;

11 (c) Dan Stolligrosz of Focus West was arranging the funding for the Residence's

12 purchase price;

13 (d) Mandrigues was looking for an investor to contribute $150,000.00. Of this ainount

14 $110,000.00 was for funding the Residence's estimated rehabilitation costs. The

15 remaining $40,000.00 was for reserves that she would pay back to the investor at

16 final draw from the constmction draw account;

17 (e) Mandrigues would do the rehabilitation, with Cioci as her constmction manager;

18 (f) That she was working with three prequalified buyers, one for a loan at $875,000.00

19 and the other two at $925,000.00, and that one of the three would provide the

20 Project's exit strategy;

21 (g) The investor would receive a preferential payback upon the Residence's sale;

22 (h) The investor's investment would be guaranteed by a zero percent note for 180

23 days, and that note would be secured by a second deed of tmst on the Residence;

24 (i) That based on the Project's needs, four months would be a reasonable period to

25 rehabilitate, market, and close the sale of the Residence;

26 (j) Mandrigues projected the Project would eam a net profit of $139,235.00;

27 (k) Mandrigues promised she would pay the investor 50% of the Projects' net

28 equity/profits; and

13 COMO 1 JUDO 1 .LOO Plaintiffs Complaint

1 (1) Mandrigues further represented that time was of the essence because the Residence

2 would not be on the market long. She reasoned that the Residence was a large

3 home, on a 1.7 acre lot, found in Folsom, Califomia, down and across from the

4 American River Canyon, the purchase price being therefore very attractive to

5 fiippers.

6 (m) Mandrigues failed to disclose that she, through 1122 Investments, was receiving a

7 secret profit of $23,213.53, and Cioci and Scott were receiving a secret profit of

8 $1,786.47 through GCG.

9 51. The representations made by Mandrigues were, in fact, false. The tme facts were:

10 (a) Mandrigues was not buying the Residence, GCG was buying the Residence, GCG

11 was buying the Residence for $500,000.00, not $525,000.00, with Mandrigues

12 receiving an undisclosed fee to her and her husband's LLC, 1122 Investrnents, of

13 $23,213.53, and Scott and Cioci, through GCG, receiving £in undisclosed fee of

14 $1,786.47;

15 (b) Focus West was arranging funding and placing a P' Deed of Tmst on the Residence

16 for $540,000.00, $15,000.00 more than what Mandrigues represented the first loan

17 would be;

18 (c) Mandrigues had no intention of using the investor's fimds for the Residence

19 rehabilitation, but instead to finish the rehabilitation of another home project 1122

20 was involved in;

21 (d) GCG was doing the rehabilitation, not Mandrigues, that she had no ownership

22 interest in GCG and was not its manger and Cioci was not her constmction

23 manager;

24 (e) The prequalified buyers that were to provide the exit strategy for the Residence, as

25 represented by her, were not persons bidding against each other, but were only

26 persons having an interest;

27 (f) The investor would not receive a preferential payback, nor be paid at Closing the

28 $40,000.00 reserves;

14 COMO 1 JUDO 1 .LOO Plaintiff s Complaint

1 (g) The investor would not receive a promissory note;

2 (h) She could not rehabilitate and sell the Residence in but four months.

3 52. Mandrigues knew the representation to be false and she made these representations

4 with the intent to defraud and deceive investors, including Judd, and she did so with the intent to

5 induce Judd to invest $ 150,000.00 in the Project.

6 53. Judd, at the time Mandrigues made these representations, and at the time Judd

7 invested $150,000 in the Project, was ignorant of the falsity of Mandrigues' representations and

8 believed them to be tme. Judd could not know at that time of the falsity of Mandrigues'

9 representation. In reliance on these representations, Judd was induced to and did invest

10 $150,000.00 in the Project. Had Judd known the actual facts, he would not have invested in the

11 Project. Judd was justified in relying on Mandrigues' representations because:

12 (a) KW held Mandrigues out as a top KW realtor. Mandrigues held herself out to be

13 uniquely positioned to be able to find residential properties at below market prices,

14 that could be rehabilitated, and flipped for a profit because of her employment by

15 and associated with KW;

16 (b) Mandrigues held herself out to be an expert in valuing these types of residential

17 properties, and evaluating the costs to fix them, and flip them;

18 (c) Mandrigues held herself out to be experienced in doing the necessary rehabilitation

19 work;

20 (d) At KW, Mandrigues had become known as the "house flipper", and KW gave her

21 a platform that enabled her to promote herself as such, thereby bestowing upon her

22 credibility;

23 (e) Mandrigues, at all times mentioned, was a real estate agent for KW, representing

24 she had qualified buyers waiting to buy the Residence once she rehabilitated and

25 could quickly sell the Residence; and

26 (f) Mandrigues would, upon the Residence's sale, first retum to Judd, from the sales

27 proceeds, his investment of $ 150,000.00, then Mandrigues would split the profits

28 with Judd, which she estimated to be $139,235.00.

15 COMOl JUDO 1.LOO Plaintiffs Complaint

1 54. As a proximate result of Mandrigues' fraud and deceit and the facts herein alleged,

2 Judd has been damaged in the sum of $150,000.00.

3 55. The aforementioned conduct of Mandrigues was an intentional misrepresentation,

4 deceit or concealment of a material fact known to Mandrigues, with the intention on the part of the

5 Defendant of thereby depriving Judd of $ 150,000.00, and was despicable conduct that subjected

6 Judd to a cmel and unjust hardship in conscious disregard of Judd's rights, so as to justify an aware

7 of exemplary and punitive damages.

8 56. In about August 2015, Judd leamed that the Project was not proceeding forward,

9 as contemplated. DeBlaquiere, for Judd, then began making inquiries of Mandrigues, as to the lack

10 of progress. After a month of excuses, Deblaquiere began making inquiries of the Green Escrow

11 Account, learning in November 2015, GCG, through its members Scott and Cioci and 1122

12 Investments, through its members Mandrigues and MacDonnell, had used a substantial portion

13 thereof on other projects and for their own personal uses and not for rehabilitating the Residence.

14 57. MacDonnell, 1122 Investments, Cioci, Scott and GCG were aware of Mandrigues'

15 representations to Judd and both tacitly and expressly, through their conduct, approved the acts

16 done by her, acting in furtherance of their own financial gain, conspiring with her to defraud Judd. ]

VI. 17

18 THIRD CAUSE OF ACTION FOR NEGLIGENT MISREPRESENTATION

19 [CC §§ 1710(2)1 (Against KW. Madrigues. MacDonnell. 1122 investments. Cioci. Scott and GCG)

20

21

22

23

24

25

26

27

28

58. Judd hereby incorporates Paragraphs 1 through 39, Paragraphs 41 through 48, and

Paragraphs 50 through 57, herein above, as though fully set forth hereat.

59. Mandrigues made the representations alleged herein above with no reasonable

ground for believing them to be tme, in that Judd is informed and believes and thereon alleges that

Mandrigues did not have accurate information, nor any information conceming the actual Project's

costs, the length of time to rehabilitate the Project, the intentions of any prospective buyers, nor the

time to market the Residence.

60. Judd is informed and believes and thereon alleges that MEindrigues was unfit to

serve as a real estate agent, and KW was reckless in continuing to employ her. KW knew of

16 COMO 1 JUDO 1 .LOO Plaintiff s Complaint

1 Mandrigues' activities in flipping homes and was aware that Mandrigues used KW's employee that

2 KW assigned to Mandrigues to prepare documents for Mandrigues in her endeavors as such, and

3 that Mandrigues used KW's e-mail accounts and letterhead stationery to carry into effect

4 Mandrigues' endeavors as a house flipper. KW was aware that without the use of KW's name and

5 reputation, Mandrigues could not successfully promote her flipper business, making the

6 representations herein alleged; at the time of the making of these representations herein alleged,

7 and at all times thereafter until on or about August 15,2015 Mandrigues concealed from Judd her

8 lack of information and her consequent inability to make the alleged representations accurately, and

9 that she was not the ovraer, and Cioci was not her employee.

10 61. These representations were made by Mandrigues with the intent to induce Judd to

11 invest $150,000.00 in the Project.

12 62. Judd, at the time Mandrigues made these representations, and at the time Judd took

13 the actions herein alleged, Judd was ignorant of the falsity of Mandrigues' representations and

14 believed them to be tme. In reliance on these representations, Judd was induced to and did wire

15 transfer to escrow $150,000.00. Judd's reliance on Mandrigues' statements was justified in that

-/ • . -• 16 KW held her out to be a top agent experience in residential real estate and a successful flipper of

17 homes, thus reassuring Judd his money was safe.

18 VII.

19 FOURTH CAUSE OF ACTION FOR WASTE [CC §§ 2929,3333]

20 (Against Mandrigues. MacDonnell. 1122 Investments. Cioci. Scott and GCG)

21 63. Judd hereby incorporates Paragraphs 1 through 39, Paragraphs 41 through 48,

22 Paragraphs 50 through 57, and Paragraphs 59 through 62, herein above, as though fiilly set forth

23 hereat.

24 64. Judd is informed and believes and thereon alleges that by virtue ofthe Deed, GCG

25 was at all times herein mentioned, in title to the Residence and that by the PSA's terms and by the

26 actions taken by Cioci, Scott, Mandrigues, MacDonnell and 1122 Investments, all as herein alleged 27 that each of them were in the non-exclusive possession of the Residence, at all times mentioned. 28 Judd further alleges tiiat the PSA and the 2"'' Tmst Deed, Cioci, Scott, GCG, Mandrigues, 17 ~ COMOl JUDO 1.LOO Plaintiff s Complaint

1 MacDonnell and 1122 Investments were obligated to use Judd's $150,000.00 restoring the

2 Residence.

3 65. Judd is informed and believes that after Madrigues, MacDonnell, 1122 Investments,

4 Cioci, Scott, and GCG took non-exclusive possession of the Residence, and they committed waste

5 in regard to the Residence. They did so in that they failed to use the $150,000.00 to restore the

6 Residence, taking more than $90,000.00 of the rehabilitation ftmds for their own use and purposes,

7 leaving insufficient fimds to restore the Residence, and market and sell the Residence to pay the

8 Sanfilippo Note. Wilfully mismanaging the Project, they defaulted on the Sanfilippo Note 1 " Tmst

9 Deed, allowing the Residence's foreclosure sale at tmstee's sale and the entire loss of Judd's

10 $150,000.00 investment and extinguishment of the 2"" Tmst Deed.

11 66. Judd is informed and believes and thereon alleges that such failure to use the ftmds

12 Judd provided for them to invest in the Proj ect, to restore and rehabilitate the Residence, constitutes

13 bad faith waste.

14 67. As a result of these Defendants' default on the 1" Tmst Deed and default on the 2"''

15 Tmst Deed, Judd has suffered a loss of $150,000.00.

16 68. As a proximate result of Defendants' wilftil mismanagement ofthe property, Judd's

17 security was impaired and rendered valueless in the amount of $150,000.00.

18 69. These Defendants' acts were done in bad faith and constitute wilful conduct giving

19 rise to exemplary damages from each of them therefore, in an amount upon proof at the trial hereof

20 VIII.

21 FIFTH CAUSE OF ACTION FOR CONVERSION [CC§3336]

22 (Mandrigues. MacDonnell. 1122 Investments. Cioci. Scott and GCG)

23 70. Judd hereby incorporates Paragraphs 1 through 39, Paragraphs 41 through 48,

24 Paragraphs 50 through 57, Paragraphs 59 through 62, and Paragraphs 64 through 69, herein above,

25 as though fully set forth hereat.

26 71. On or about April 17, 2015, Judd wire transferred to Comerstone the sum of

27 $ 150,000.00 for Defendants Mandrigues, MacDonnell, 1122 Investments, Cioci, Scott and GCG's

28 use in the Project to rehabilitate the Residence.

COMO 1 JUDO 1 .LOO Plaintiff s Complaint

1 72. On or about May 1, 2015, Comerstone transferred the $150,000.00 to the Green

2 Escrow, whereby these Defendants were to draw down on said sums, as they completed phases of

3 the Project.

4 73. Instead of drawing to pay for phases completed, these Defendants conspired with

5 one another to draw funds from the Green Escrow, which they converted and took for their own

6 use. These included the following amounts, on the following dates:

7 (a) . June 3, 2015, $30,000.00, by 1122 hivestments;

8 (b) July 7,2015, $30,000.00, by GCG;

9 (c) October 21,2015, $12,125.00, by GCG; and

10 (d) November 2015, $47,875.00.

11 IX.

12 SIXTH CAUSE OF ACTION FOR AIDING AND ABETTING

13 (Against Cioci. Scott and GCG)

14 74. Judd hereby incorporates Paragraphs 1 through 39, Paragraphs 41 through 48,

15 Paragraphs 50 through 57, Paragraphs 59 through 62, Paragraphs 64 through 69, and Paragraphs

16 71 through 73 herein above, as though fiilly set forth hereat.

17 75. Cioci, Scott and GCG knew that Mandrigues and MacDonnell had defrauded Judd,

18 and had converted $60,000.00 of the Draw account to the accounts of 1122 Investments.

19 76. Cioci, Scott and GCG gave substantial assistance to Mandrigues, MacDonnell and

20 1122 Investments by facilitating and giving instmctions to the Escrow and Draw Accounts through

21 which Judd's funds passed, including instmctions to Green to pay 1122 Investments a $30,000.00

22 draw, then instmcting Green to pay GCG $60,000.00, which GCG transferred to 1122 Investments.

23 77. Cioci, Scott, and GCG's conduct was a substantial factor in causing harm to Judd.

24 X.

25 SEVENTH CAUSE OF ACTION FOR ESCROW LIABILITY

26 (Against Cornerstone for Breach of Fiduciarv Duty to Use Reasonable Care)

27 78. Judd hereby incorporates Paragraphs 1 through 39, Paragraphs 41 through 48,

28 Paragraphs 50 through 57, and Paragraphs 59 through 62, Paragraphs 64 through 69, Paragraphs 19 ~ ~

COMOl JUDO 1.LOO Plaintiff s Complaint

1 71 through 73, and Paragraphs 75 through 77 herein above, as though fully set forth hereat.

2 79. Comerstone assigned to Melo, as its Escrow Officer, the Escrow account. The

3 primary purpose of the Escrow was to facilitate the sale and purchase of the Residence by

4 Schmauderer to GCG, assignee of BAM. As part and parcel thereof, Comerstone was to do the

5 following: (1) obtain fimds from Focus West and GCG in sufficient amount to close Escrow; (2)

6 obtain funds from Judd to finance the Project's rehabilitation; (3) obtain the notarized signatures

7 of GCG's managing members on Focus West's loan documents, including the P' Tmst Deed,

8 insuring its recordation in first position; (4) pay seller the purchase price; (5) obtaim for Jiidd the

9 Judd Note in the amount of $150,000.00, and from GCG a tmst deed, securing the Judd Note,

10 recordedinsecondposition;and(6) wire transfer to Green Judd's $150,000,00.

11 80. On or about April 16,2015, Melo, for Comerstone, received from Jaimie Conyers,

12 Notary Public, in Escrow, the notarized P' Tmst Deed from GCG, and notarized loan documents,

13 signed by GCG's managing members, Cioci and Scott. Melo did not seek MacDonnell's signature

14 on these documents because Cioci and Scott had informed Melo that they were GCG's managing

15 members solely authorized by GCG to sign the loan documents, and P' Tmst Deed.

16 81., On or about April 17,2015, Comerstone received in Escrow a wire transfer from

17 Judd for $150,000.00. Comerstone was to hold Judd's fimds until obtaining a note from GCG,

18 payable to Judd, in the principle sum of $150,000.00, and a 2"** Deed of Trust from GCG

19 encumbering the Residence, naming Judd as beneficiary. Comerstone was then to transfer to Green

20 the $150,000.00.

21 82. On or about May 1,2015, Comerstone released to Green the $ 150,000.00, without

22 obtaining for Judd the promissory note, nor a tmst deed from GCG, signed by Cioci and Scott to

23 perfect in second position.

24 83. ^ Judd is informed and believes and thereupon alleges that on or about May 1,2015,

25 Comerstone received for recording the 2"'' Tmst Deed. However, the 2"'' Tmst Deed was executed

26 by MacDonnell, not by either Scott nor Cioci, whom Melo knew from obtaining the Focus West

27 loan documents and P'Tmst Deed were GCG's authorized members, not MacDonnell.

28 84. Comerstone was Judd's agent and fiduciary to hold his money to be used by

20 COMOl JUDO 1 .LOO Plaintiffs Complaint

1 Comerstone as instmcted by Judd through DeBlaquiere.

2 85. Judd was harmed thereby; and,

3 86. Comerstone's conduct was a substantial factor in causing Judd's harm.

4 PRAYER FOR R E L I E F

5 WHEREFORE, Judd prays judgment against Defendants, and each of them, as follows:

6 First Cause of Action for Breach of Contract

7 1. For compensatory damages in the sum of $ 150,000.00;

8 2. For interest on and at the legal rate from and after the date of the complaint;

9 3. For reasonable attomey fees;

10 4. For costs of suit herein incurred; and

11 5. For such other and ftirther relief as the court may deem proper.

12 Second Cause of Action for Deceit

13 1. For compensatory damages in the sum of $150,000.00;

14 2. For punitive damages;

15 3. For costs of suit incurred herein; and

16 4. For such other and fiirther relief as the court may deem proper.

17 Third Cause of Action for Negligent Misrepresentation

18 1. For compensatory damages in the sum of $ 150,000.00;

19 2. For costs of suite incurred herein; and

20 3. For such other and fiirther relief as the court may deem proper.

21 Fourth Cause of Action for Waste

22 1. For damages in the amount of $ 150,000.00;

23 2. For his costs incurred;

24 3. For punitive damages; and

25 4. For any other and fiirther relief as the court may deem proper.

26 Fifth Cause of Action for

27 1. For damages in the amount of $150,000.00;

28 2. For his costs incurred;

21 COMOl JUDO 1.LOO Plaintiffs Complaint

1 3. For punitive damages; and

2 4. For any other and fiirther relief as the court may deem proper.

3 Sixth Cause of Action for

4 1. For damages in the amount of $ 150,000.00;

5 2. For his costs incurred;

6 3. For punitive damages; and

7 4. For any other and fiirther relief as the court may deem proper.

8 Seventh Cause of Action for Escrow Negligence

9 1. For damages in the amount of $ 150,000.00;

10 2. For costs incurred;

11 3. For punitive damages; and

12 4. For any other relief as the court may deed proper.

13

14

15 PETERSON & K E L L A LAW C O R P Q R J C T I O N

16

17 Dated: April 17,2018 By ,

18 ROLLIE A. l^ETERSON, Attorney for Plaintiff Lynn Judd

19

20

21

22

23

24

25

26

27

28

22 COMO 1 JUDO 1 .LOO Plaintiffs Complaint

EXHIBIT "A"

Recording Requested By ICED V. SANFILIPPO AND CHRISTINE G. SANFILIPPO, TODSIEES OF 1HE SfiNFEUPPO EWCLY UVING IKUOT DftTED FEEKtlRRY 26, 1999 And After Recording Return To. KXI5 WEST CAFTraL 1090 SMOSE ISJEUm, SUTEE 100 ROSEVHIE, GajKraHA 95661 lisan NUtiDer: 2015-07

Sacramento Counlv Recorder

flNU/33/l-24

[Space Above This Line For Recording Date]

DEED OF TRUST

DERNITIONS

Words used in multiple sections of this document are defined below and other words are defined m Sections 3, 11, 13,18,20and21. Certain rules regarding the usage of words used m this document are also provided in Section 16.

(A) "Security Instrument" means this document, which is dated APRIL 15 , 2015 with all Riders to this document. (B) "Borrower" IS GIVE CO GREEN LLC BORROWER'S ADDRESS IS 2280 GRASS VALLEY HIGHWAY, AUBURN, CALIFORNIA 95603.

, together

Borrower is the trustor under this Security Instrument (C) "Lender" IS TODD V. SANFILIPPO AND CHRISTINE G. SANFILIPPO, TRUSTEES OF THE SANFILIPPO FAMILY LIVING TRUST DATED FEBRUARY 26, 1999 Lender IS a organized and existmg under the laws of CALIFORNIA

Lender's address IS 772 SANTA RITA WAY, SACRAMENTO, CALIFORNIA 95864

Lender is the beneficiary under this Security Instrument (D) "Trustee" is PLACER TITLE COMPANY, A CALIFORNIA CORPORATION 2901 K STREET, SACRAMENTO, CALIFORNIA 95816 (E) "Note" means the promissory note signed by Borrower and dated APRIL 15 , 2015 The Note states that Borrower owes Lender FIVE HUNDRED FORTY THOUSAND AND 00/100

Dollars (US $ 54 0 , 0 0 0 . 0 0 )

nnilV-Fannie Mae/Freddie Mac UNIFORM INSTRUMENT Page 1 of 14

CAUFORNIA-Single Famil Form 3005 1/01

Docttagic d^Sirms www doemsg/e com

CtXOSiaiai

Private financing signed by GCG (Seth W. Scott) promising payment for money used to purchasehome 'flip' project. GCG defaults soon after and property goes into foreclosure, extinguishingLynn Judd's note in 2nd position.

plus mterest. Borrower has promised to pay this debt m regular Penodic Payments and to pay the debt m iiill not later than NOVEMBER 1, 2015 (F) "Property" means the property that is descnbed below under the headmg "Transfer of Rights in the Property ' (G) "Loan" means the debt evidenced by the Note, plus interest, any prepaymem charges and late charges due under the Note, and all sums due under this Security Instrument, plus mterest. (H) "Riders" means all Riders to this Security Instrument that are executed by Borrower The followmg Riders are to be executed by Borrower [check box as applicable]

• Adjustable Rate Rider Q Planned Umt Development Rider ^ Balloon Rider Q Biweekly Payment Rider g] 1-4 Family Rider • Second Home Rider • Condomimum Rider g] Other(s) [speafy]

Default Interest Rate Rxder

(I) "Applicable Law" means all controllmg applicable federal, state and local stamtes, regulations, ordmances and admimstrative rules and orders (that have the effect of law) as well as all applicable final, non-appealable judicial opimons (J) "Community Association Dues, Fees, and Assessments" means all dues, fees, assessments and other charges that are imposed on Borrower or the Property by a condomimum association, homeowners association or similar organization (K) "Electronic Funds Transfer" means any transfer of fimds, other than a transaction ongmated by check, draft, or similar paper instrument, which is imtiated through an electromc termual, telephomc instrument, computer, or magnetic t ^ so as to order, instruct, or authorize a financial mstitution to debit or credit an account Such term mcludes, but is not lumted to, pomt-of-sale transfers, automated teller machme transacuons, transfers mitiated by telephone, wire transfers, and automated clearmgbouse transfers (L) "Escrow Items" means those items that are described in Section 3. (M) "MisceUaneous Proceeds" means any compensation, settlement, award of damages, or proceeds paid by any third party (other than insurance proceeds paid under the coverages descnbed in Section S) for: (i) damage to, or destruction of, the Property; (ii) condemnation or other takmg of all or any part of the Property, (ui) conveyance in lieu of condemnation, or (iv) nusrepresentations of, or omissions as to, the value and/or condition of the Property (N) "Mortgage Insurance" means msurance protecting Lender against the nonpayment of, or default on, the Loan (O) "Periodic Payment" means the regularly scheduled amount due for (i) prmcipal and interest under the Note, plus (u) any amounts under Section 3 of this Security Instrument. (F) "RESPA" means the Real Estate SetUement Procedures Act (12 U.S C. §2601 et seq ) and its unplementuig regulation. Regulation X (12 C.F.R Part 1024), as they might be amended from tune to time, or any additional or successor legislation or regulation that governs the same subject matter As used m this Secunty Instrument, "RESPA" refers to all requu-ements and restnctions that are unposed m regard to a 'federally related mortgage loan" even if the Loan does not qualify as a "federally related mortgage loan" under RESPA. (Q) "Successor In Interest of Borrower" means any party that has taken title to the Property, whether or not that party has assumed Borrower's obligations under the Note and/or this Secunty Instrument

CALIFORNIA-Single Family-Fannia Mae/Freddie Mac UNIFORM INSTRUMENT DoeMa^c ei^uiim Form 3006 1/01 Page 2 of 14 www.doomagtc.com

Ca3009 dot nil

TRANSFER OF RIGHTS IN THE PROPERTY

This Secunty Instrument secures to Lender (i) the repayment of the Loan, and all renewals, extensions and modifications of the Note; and (u) the performance of Borrower's covenants and agreements under this Secunty Instrument and the Note. For this purpose. Borrower irrevocably grants and conveys to Trustee, m trust, with power of sale, the followmg descnbed property located in die

COUNTY of SACRAMENTO [Type of Recording lunsdicDon] [Name of Recording JumdicDon]

SEE LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A". A.P.N,: 227-0211-012

which cunently has the address of 9809 MOSSWOOD CIRCLE (StreetJ

FOLSOM ,CalifoTma 95630 ("Property Address") [CityJ (Zip Code]

TOGETHER WITH all the unprovements now or hereafter erected on the property, and all easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by this Secunty Instrument All of the foregomg is referred to m this Secunty Instrument as the 'Property."

BORROWER COVENANTS that Borrower is lawfully seised of the estate hereby conveyed and has the nght to grant and convey the Property and that the Property is unencumbered, except for encumbrances of record Borrower warrants and will defend generally the ntle to the Property against all claims and demands, subject to any encumbrances of record

THIS SECURITY INSTRUMENT combmes umform covenants for national use and non-umfonn covenants with limited vanations by junsdiction to constimte a uniform secunty mstrument covenng real property

UNIFORM COVENANTS. Boirower and Lender covenant and agree as follows. 1. Payment of Principal, Interest, Escrow Items, Prepayment Charges, and Late Charges. Borrower shall

pay when due the prmcipal of, and mterest on, the debt evidenced by the Note and any prepayment charges and late charges due under the Note. Borrower shall also pay funds for Escrow Items pursuant to Section 3 Payments due under the Note and this Secunty Instrument shall be made m U S currency However, if any check or other mstrument received by Lender as payment under the Note or this Secunty Instrument is retumed to Lender unpaid. Lender may require that any or all subsequent payments due under the Note and this Secunty Instrument be made m one or more of the followmg forms, as selected by Lender (a) cash, (b) money order, (c) certified check, bankdieck, treasurer's check or cashier's check, provided any such check is drawn upon an insutution whose deposits are msured by a federal agency, instrumentality, or entity; or (d) Electromc Funds Transfer

Payments are deemed received by Lender when received at the location designated m the Note or at such other location as may be designated by Lender m accordance with the notice provisions in Section IS Lender may retum any payment or partial payment if the payment or partial payments are msufficient to bnng the Loan current. Lender may accept any payment or partial payment insufficient to bnng the Loan current, without waiver of any nghts hereunder or prejudice to its nghts to refiise such payment or partial payments m the future, but Lender is not obligated to apply such payments at the tune such payments are accepted. If each Penodic Payment is apphed as of

CALIFORNIA-Singte Family-Fannje Mae/Freddie Mac UNIFORM INSTRUMENT OocMagic et^mm Form 3005 1 /01 Page 3 of 14 www docmogic com

Ca20U6miBi

Its scheduled due date, then Lender need not pay interest on unapplied funds. Lender may hold such unapplied funds until Borrower makes payment to brmg the Loan current If Bonower does not do so withm a reasonable penod of time. Lender shall either apply such funds or retum them to Borrower. If not applied earlier, such funds will be applied to the outstandmg prmcipal balance under the Note immediately pnor to foreclosure. No offset or claun which Borrower might have now or m the future against Lender shall relieve Borrower from makmg payments due under the Note and this Secunty Instrument or perfonnmg the covenants and agreements secured by this Secunty Instrument.

2. AppUcatioD of P&yments or Proceeds. Except as otherwise descnbed m this Section 2, all payments accepted and applied by Lender shall be plied m the followmg order of priority (a) mterest due under the Note, (b) pnncipal due under the Note; (c) amounts due under Section 3. Such payments shall be s plied to each Penodic Payment m the order m which u became due. Any remauung amounts shall be applied first to late charges, second to any other amoimts due under this Secunty Instrument, and then to reduce the prmcipal balance of the Note.

If Lender receives a payment from Borrower for a delmquent Penodic Payment which mcludes a sufficient amount to pay any late charge due, the payment may be applied to the delmquent payment and the late charge. If more than one Penodic Payment is outstandmg, Lender may apply any payment received from Borrower to the repayment of the Penodic Payments if, and to the extent that, each payment can be paid m full To the extent that any excess exists after the payment is applied to the full payment of one or more Penodic Payments, such excess may be applied to any late charges due Voluntary prepayments shall be applied first to any prepayment charges and then as descnbed in the Note.

Any application of payments, insurance proceeds, or Miscellaneous Proceeds to pnncipal due under the Note shall not extend or postpone the due date, or change the amount, of the Penodic Payments

3. Funds for Escrow Items. Borrower shall pay to Lender on the day Penodic Payments are due under the Note, until the Note is paid m full, a sum (the 'Funds') lo provide for payment of amounts due for (a) taxes and assessments and other items which can attam pnonty over tins Secunty Instrument as a hen or encumbrance on the Property, (b) leasehold payments or ground rents on the Property, if any; (c) premiums for any and all msurance required by Lender under Section 5; and (d) Mortgage Insurance premiums, if any, or any sums payable by Borrower to Lender m lieu of the payment of Mortgage Insurance premiums m accordance with the provisions of Section 10 These items are called 'Escrow Items " At ongmauon or at any time durmg the term of the Loan, Lender may require that Commumty Association Dues, Fees, and Assessments, if any, be escrowed by Borrower, and such dues, fees and assessments shall be an Escrow Item. Bonower shall promptly furmsh to Lender all notices of amounts to be paid under this Section Borrower shall pay Lender the Funds for Escrow Items unless Lender waives Bonower's obligation to pay the Funds for any or all Escrow Items. Lender may waive Borrower's obligation to pay to Lender Funds for any or all Escrow Items at any tune Any such waiver may only be in writmg In the event of such waiver. Borrower shall pay directly, when and where payable, the amoimts due for any Escrow Items for which payment of Funds has been waived by Lender and, if Lender requires, shall fiinush to Lender receipts evidencmg such payment withm such tune penod as Lender may require Borrower's obligation to make such payments and to provide receipts shall for all purposes be deemed to be a covenant and agreement contamed m this Security Instrument, as the phrase "covenant and agreement" is used m Section 9 If Bonower is obligated to pay Escrow Items directly, pursuant to a waiver, and Borrower fails to pay the amount due for an Escrow Item, Lender may exercise its nghts under Section 9 and pay such amount and Bonower shall then be obligated under Section 9 to repay to Lender any such amount. Lender may revoke the waiver as to any or all Escrow Items at any time by a notice given m accordance with Section 15 and, upon such revocation. Borrower shall pay to Lender all Funds, and m such amounts, that are then required under this Section 3

Lender may, at any time, collect and hold Funds in an amount (a) sufficient to permit Lender to apply the Funds at the time specified under RESPA, and (b) not to exceed the maxunum amount a lender can require under RESPA Lender shall estimate the amount of Funds due on the basis of current data and reasonable estimates of expenditures of future Escrow Items or otherwise in accordance with Applicable Law

Hie Funds shall be held in an institution whose deposits are uisured by a federal agency, instrumentality, or entity (mcludmg Lender, if Lender is an institution whose deposits are so insured) or in any Federal Home Loan Bank Lender shall apply the Funds to pay the Escrow Items no later than the tune specified under RESPA Lender shall not charge Borrower for holdmg and applymg the Funds, annually analyzmg the escrow account, or venfymg

CALIFORNIA~Single Family-Fannie Mae/Freddie Mac UNIFORM INSTRUMENT DocMagit: et^mm Form 3005 1/01 Page 4 of 14 www.doemagtc.eom

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the Escrow Items, unless Lender pays Bonower interest on the Funds and Applicable Law permits Lender to make such a charge Unless an agreement is made in wnting or Applicable Law requires interest to be paid on the Funds, Lender shall not be required to pay Borrower any mterest or eanungs on the Funds Borrower and Lender can agree in wnting, however, that mterest shall be paid on the Funds. Lender shall give to Borrower, without charge, an annual accountmg of the Funds as required by RESPA

If there is a surplus of Funds held in escrow, as defined under RESPA, Lender shall accoimt to Borrower for the excess fimds m accordance with RESPA. If there is a shortage of Funds held m escrow, as defined under RESPA, Lender shall notify Borrower as required by RESPA, and Bonower shall pay to Lender the amount necessary to make up the shortage in accordance with RESPA, but in no more than 12 monthly payments If there is a deficiency of Funds held m escrow, as defmed under RESPA, Lender shall notify Borrower as required by RESPA, and Borrower shall pay to Lender the amount necessary to make up the deficiency m accordance with RESPA, but m no more than 12 monthly payments

Upon payment m fiill of all sums secured by this Security Instrument, Lender shall promptly reiiind to Borrower any Funds held by Lender.

4. Charges; Liens. Bonower shall pay all taxes, assessments, charges, fines, and unpositions attnbutable to the Property which can attain pnonty over dus Security Instrument, leasehold payments or ground rents on the Property, if any. and Commumty Association Dues, Fees, and Assessments, if any To the extent that these items are Escrow Items, Borrower shall pay them m the maimer provided m Section 3.

Borrower shall promptly discharge any hen which has pnonty over this Secunty Instrument unless Borrower (a) c rees m wntmg to the payment ofthe obligation secured by the hen in a manner acceptable to Lender, but only so long as Borrower is performmg such agreement; (b) contests the lien m good faith by, or defends against enforcement of the hen m, legal proceedmgs which la Lender's opimon operate to prevent the enforcement ofthe lien while those proceedmgs are pendmg, but only until such proceedings are concluded: or (c) secures from the holder of the hen an agreement satisfactory to Lender suliordinatmg the lien to this Secunty Instrument If Lender detenmnes that any part of the Property is subject to a hen which can attam pnority over this Secunty Instrument, Lender may give Bonower a notice identifying the hen Withm 10 days of the date on whidi that notice is given, Bonower ^all satisfy die hen or take one or more of the actions set forth above in this Section 4

Lender may require Borrower to pay a one-time charge for a real estate tax venfication and/or reponmg service used by Lender m connection with this Loan.

5. Property Insurance. Bonower shall keep the improvements now existmg or hereafter erected on the Property insured agamst loss by fire, hazards mcluded within the term "extended coverage," and any other hazards mcludmg, but not Imuted to, earthquakes and floods, for which Lender requires msurance This msurance shall be mamtamed m the amounts (includmg deductible levels) and for the penods that Lender requires. What Lender reqmres punuant to the precedmg sentences can change durmg the term of the Loan The insurance earner providmg the insurance shall be chosen by Borrower subject to Lender's nght to disapprove Borrower's choice, which nght shall not be exercised unreasonably. Lender may require Bonower to pay, m connection with this Loan, either (a) a one­time charge for flood zone determination, certification and trackmg services, or (b) a one-time charge for flood zone determmation and certification services and subsequent charges each time remappmgs or sumlar changes occur which reasonably might affect such determination or certification Bonower shall also be responsible for the payment of any fees unposed by the Federal Emergency Management Agency m connection with the review of any flood zone determmation resultmg from an objection by Bonower.

If Bonower fails to maintain any of the coverages descnbed above. Lender may obtam msurance coverage, at Lender's option and Borrower's expense Lender is under no obligation to purchase any particular type or amoimt of coverage. Therefore, such coverage shall cover Lender, but might or might not protect Borrower, Borrower's equity m the Property, or the contents of the Property, against any nsk, hazard or liability and might provide greater or lesser coverage than was previously m effect Bonower acknowledges that the cost of the msurance coverage so obtamed might significantly exceed the cost of insurance that Borrower could have obtamed Any amounts disbursed by Lender under this Section 3 shall become additional debt of Bonower secured by this Secunty Instrument These amounts shall bear mterest at the Note rate from the date of disbursement and shall be payable, with such mterest, upon notice from Lender to Bonower requestmg pajrment.

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All insurance policies required by Lender and renewals of such policies shall be subject to Lender's nght to disapprove such policies, shall mclude a standard mortgage clause, and shall name Lender as mortgagee and/or as an additional loss payee and Borrower fiirther agrees to generally assign nghts to msurance proceeds to the holder ofthe Note up to the amount of the outstandmg loan balance Lender shall have the nght to hold the policies and renewal certificates If Lender requires. Borrower shall promptly give to Lender all receipts of paid premiums and renewal notices. If Borrower obtams any form of insurance coverage, not otherwise required by Lender, for damage to, or destruction of, the Property, such policy shall mclude a standard mortgage clause and shall name Lender as mortgagee and/or as an additional loss payee and Borrower fiirther agrees to generally assign rights to msurance proceeds to the holder of the Note up to the amount of the outstanding loan balance

In the event of loss. Borrower shall give prompt notice to die msurance earner and Lender Lender may make proof of loss if not made promptly by Borrower. Unless Lender and Borrower otherwise agree m wnting, any insurance proceeds, whether or not the underlying msurance was requu-ed by Lender, shall be applied to restoration or repair of the Property, if the restoration or repair is economically feasible and Lender's secunty is not lessened. Durmg such repair and restoration period. Lender shall have the nght to hold such msurance proceeds until Lender has had an opportunity to inspect such Property to ensure the work has been completed to Lender's satisfaction, provided that such inspection shall be undertaken promptly. Lender may disburse proceeds for the repairs and restoration m a smgle payment or m a senes of progress payments as the work is completed Unless an agreement IS made in wntmg or Applicable Law requires interest to be paid on such insurance proceeds. Lender shall not be required to pay Bonower any mterest or eammgs on such proceeds Fees for public adjusters, or other third parties, retamed by Borrower shall not be paid out of die insurance proceeds and shall be the sole obligation of Borrower. If the restoration or repair is not econonucally feasible or Lender's security would be lessened, the msurance proceeds shall be applied to the sums secured by this Secunty Instrument, whether or not then due, with the excess, if any, paid to Bonower. Such msurance proceeds shall be applied m the order provided for m Section 2.

If Borrower abandons the Property, Lender may file, negotiate and settle any available insurance claim and related matters If Bonower does not respond withm 30 days to a notice from Lender that the insurance earner has offered to settle a claim, then Lender may negotiate and settle the claim The 30-day period will begm when the notice IS given. In either event, or if Lender acquires the Property under Section 22 or otherwise, Bonower hereby assigns to Lender (a) Borrower's nghts to any msurance proceeds m an amount not to exceed the amounts unpaid under the Note or this Secunty Instrument, and (b) any other of Bonower's nghts (other than the nght to any refund of unearned premiums paid by Bonower) under all insurance policies covermg the Property, insofar as such nghts are plicable to the coverage of the Property. Lender may use the msurance proceeds either to repair or restore the Property or to pay amounts unpaid under the Note or this Secunty Instnunent, whether or not then due

6. Occupancy. Borrower shall occupy, establish, and use the Property as Borrower's prmcipal residence withm 60 days after the execution of this Secunty Instrument and shall contmue to occupy the Property as Borrower's pnncipal residence for at least one year after the date of occupancy, unless Lender otherwise agrees m wnting, which consent shall not be unreasonably withheld, or unless extenuatmg circumstances exist which are beyond Borrower's control.

7. Presoratlon, Maintenance and Protection of the Property; Inspections. Bonower shall not destroy, damage or impair the Property, allow the Property to detenorate or comnut waste on the Property Whether or not Bonower is residing m the Property, Bonower shall maintain the Property m order to prevent the Property from detenoratmg or decreasmg la value due to its condition Unless it is detemuned pursuant to Section 5 that repair or restoration is not economically feasible. Borrower shall promptly repair the Property if damaged to avoid fiirther detenoration or damage If msurance or condemnation proceeds are paid m connection with damage to, or the takmg of, the Property, Borrower shall be responsible for repairmg or restormg the Property only if Lender has released proceeds for such purposes Lender may disburse proceeds for the repairs and restoration m a smgle payment or in a senes of progress payments as the work is completed. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower is not relieved of Borrower's obligation for the completion of such repair or restoration

Lender or its agent may make reasonable entnes upon and inspections of the Property If it has reasonable cause. Lender may mspect the intenor of the unprovements on the Property Lender shall give Bonower notice at the tune of or pnor to such an mtenor mspection specifymg such reasonable cause

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8. Borrower's Loan Application. Borrower shall be in default if, durmg the Loan implication pit)ces8, Boirower or any persons or entities actmg at the direction of Bonower or with Bonrower's knowledge or consent gave matenally false, misleadmg, or inaccurate mformation or statements to Lender (or failed to provide Lender with matenal infonnation) m connection with the Loan Matenal representations include, but are not limited to, representations concenung Borrower's occupancy of the Property as Borrower's prmcipal residence.

9. IVotectlon of Lender's Interest In the Property and Rights Under this Security Instrument. If <a) Bonower fails to perfonn the covenants and agreements contained m this Secunty Instrument, (b) there is a legal proceedmg that might sigmficantly affect Lender's mterest m the Property and/or nghts under this Secunty Instrument (such as a proceedmg m bankmptcy, probate, for condemnation or forfeiture, for enforcement of a hen which may attam pnonty over this Secunty Instrument or to enforce laws or regulanons). or (c) Borrower has abandoned the Property, then Lender may do and pay for whatever is reasonable or appropnate to protect Lender's mterest m the Property and nghts under this Secunty Instrument, mcludmg protectmg and/or assessmg the value of the Property, and securmg and/or repairmg the Property Lender's actions can mclude, but are not limited to: (a) paying any sums secured by a hen which has prionty over this Secunty Instrument, (b) a ipeanng m court; and (c) paymg reasonable attorneys' fees to protect ns mterest m the Property and/or nghts under this Secunty Instrument, mcluding its secured posiuon m a bankruptcy proceedmg. Securmg the Property mcludes, but is not limited to, entenng the Property to make repairs, change locks, replace or board up doors and windows, dram water from pipes, eliminate buildmg or other code violations or dangerous conditions, and have uhlities turned on or off Although Lender may take action under this Section 9, Lender does not have to do so and is not under any duty or obligation to do so It is agreed that Lender mcurs no liability for not takmg any or all actions authorized under this Section 9.

Any amounts disbursed by Lender under this SecQon 9 shall become additional debt of Borrower secured by this Secunty Instrument. These amounts shall bear mterest at the Note rate from the date of disbursement and shall be payable, with such mterest, upon notice from Lender to Borrower requestmg payment

If this Secunty Instrument is on a leasehold, Bonower shall comply with all the provisions of the lease. Borrower shall not surrender the leasehold estate and mterests herein conveyed or teimmate or cancel the ground lease Bonower shall not, without the express wntten consent of Lender, alter or amend the ground lease. If Borrower acqmres fee title to the Property, the leasehold and the fee title shall not merge unless Lender agrees to the merger in wntmg.

10. Mortgage Insurance. If Lender required Mortgage Insurance as a condition of makmg the Loan, Borrower shall pay the premiums required to mamtam the Mortgage Insurance m effect. If, for any reason, the Mortgage Insurance coverage required by Lender ceases to be available from the mortgage insurer that previously provided such insurance and Bonower was required to make separately designated payments toward the prenuums for Mortgage Insurance, Bonower shall pay the premiums required to obtain coverage substantially equivalent to the Mortgage Insurance previously m effect, at a cost substantially equivalent to the cost to Bonower of the Mortgage Insurance previously in effect, from an alternate mortgage msurer selected by Lender. If substantially equivalent Mortgage Insurance coverage is not available, Bonower shall contmue to pay to Lender the amount of the separately designated payments that were due when the insurance coverage ceased to be m effect Lender will accept, use and retam these payments as a non-reiimdable loss reserve m lieu of Mortgage Insurance Such loss reserve shall be non-refimdable, notwithstandmg the fact diat the Loan is ultimately paid in full, and Lender shall not be required to pay Bonower any mterest or eanungs on such loss reserve Lender can no longer require loss reserve payments if Mortgage Insurance coverage (m the amount and for the penod that Lender requires) provided by an msurer selected by Lender agam becomes available, is obtamed, and Lender requires separately designated payments toward the prenuums for Mortgage Insurance. If Lender required Mortgage Insurance as a condition of makmg the Loan and Borrower was required to make separately designated payments toward the premiums for Mortgage Insurance, Bonower shall pay the premiums required to mamtain Mortgage Insurance m effect, or to provide a non-refundable loss reserve, until Lender's requirement for Mortgage Insurance ends m accordance with any wntten agreement between Bonower and Lender providmg for such termination or until termination is required by Applicable Law Nothmg m this Section 10 affects Borrower's obligation to pay interest at the rate provided m the Note

Mortgage Insurance reimburses Lender (or any entity that purchases the Note) for certam losses it may mcur if Bonower does not repay the Loan as agreed Borrower is not a party to the Mortgage Insurance

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Mortgage insurers evaluate their total risk on all such msurance in force from tune to tune, and may enter into agreements with other parties that share or modify their nsk, or reduce losses. These agreements are on tenns and conditions that are satisfactoiy to the mortgage insurer and the other party (or parties) to these agreements. These agreements may require the mortgage msurer to make payments using any source of fimds that the mortgage msurer may have available (which may mclude funds obtamed from Mortgage Insurance premiums)

As a result of these agreements. Lender, any purchaser of the Note, another insurer, any remsurer, any other entity, or any affiliate of any of the foregoing, may receive (directly or indirectly) amounts that denve from (or nught be characterized as) a portion of Bonower's payments for Mortgage Insurance, m exchange for shanng or modifymg the mortgage insurer's nsk, or reducing losses. If such agreement provides that an affiliate of Lender takes a share of the insurer's nsk m exchange for a share of the premiums paid to the insurer, the anangement is often termed 'c^tive remsurance.' Further:

(a) Any such agreements will not aiTect the amounts that Borrower has agreed to pay for Mortgage Insurance, or any other terms of the Loan. Such agreements will not Increase the amount Borrower will owe for Mortgage Insurance, and they will not entitle Borrower to any refUnd.

(b) Any such agreements will not affect the rights Borrower has - if any - with respect to the Mortgage Insurance under the Homeowners Protection Act of 1998 or any other law. These rights may include the right to receive certain disclosures, to request and obtain cancellation of the Mortgage Insurance, to have the Mortgage Insurance terminated automatically, and/or to receive a refund of any Mortgage Insurance premiums that were unearned at the time of such cancellation or termination.

11. Assignment of Miscellaneous Proceeds; Forfeiture. All Miscellaneous Proceeds are hereby assigned to and shall be paid to Lender

Ifthe Property is damaged, such Miscellaneous Proceeds shall be applied to restoration or repair ofthe Property, if the restoration or repair is economically feasible and Lender's secunty is not lessened. Durmg such repair and restoration penod. Lender shall have the nght to hold such Miscellaneous Proceeds until Lender has had an oppoitumty to mspect such Property to ensure the work has been completed to Lender's sausfaction, provided that such mspection shall be imdertaken promptly Lender may pay for the repairs and restoration m a smgle disbursement or in a senes of progress payments as the work is completed. Unless an agreement is made m wntmg or Applicable Law reqmres mterest to be paid on such Miscellaneous Proceeds, Lender shall not be reqmred to pay Bonower any mterest or eanungs on such Miscellaneous Proceeds. If the restoration or repair is not economically feasible or Lender's secunty would be lessened, the Miscellaneous Proceeds shall be applied to the sums secured by this Secunty Instrument, whether or not then due, with the excess, if any, paid to Borrower Such Miscellaneous Proceeds shall be applied m the order provided for in Section 2

In the event of a total takmg, destroction, or loss m value of the Propeity, the Miscellaneous Proceeds shall be applied to the sums secured by this Secunty Instrument, whether or not then due. with the excess, if any, paid to Bonower.

In the event of a partial taking, destruction, or loss m value of the Property in which the fair market value of the Property unmediately before the partial takmg, destruction, or loss m value is equal to or greater than the amount of the sums secured by this Secunty Instrument immediately before the partial taking, destroction, or loss in value, unless Borrower and Lender otherwise agree m wnting, the sums secured by this Secunty Instrument shall be reduced by the amount of the Miscellaneous Proceeds multiplied by the following fraction (a) the total amount of the sums secured immediately before the partial takmg, destruction, or loss m value divided by (b) the fair market value ofthe Property unmediately before the partial taking, destroction, or loss m value. Any balance shall be paid to Bonower

In the event of a partial taking, destruction, or loss in value of the Property in which the fair market value of the Property immediately before the partial takmg. destnicuon, or loss in value is less than the amount of the sums secured unmediately before the partial takmg, destroction, or loss m value, unless Bonower and Lender otherwise agree m writing, the Miscellaneous Proceeds shall be applied to the sums secured by this Secunty Instrument whether or not the sums are then due.

If the Propeity is abandoned by Bonower, or if, after notice by Lender to Bonower that the Opposmg Party (as defined m the next sentence) offers to make an award to settle a claim for damages, Bonower fruls to respond to Lender withm 30 days after the date the notice is given, Lender is authorized to collect and apply the Miscellaneous Proceeds either to restoration or repair of the Property or to the sums secured by dus Secunty Instrument, whether

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or not then due. "Opposmg Party* means the third party that owes Bonower Miscellaneous Proceeds or the party agamst whom Bonower has a n^t of action in regard to Miscellaneous Proceeds

Borrower shall be m default if any action or proceeding, whether cml or cnmmal, is begun that, in Lender's judgment, could result in forfeiture of die Property or other matenal unpaiiment of Lender's interest m the Property or nghts under this Secunty Instrument Boirower can cure such a default and, if acceleration has occurred, remstate as provided in Section 19. by causmg the action or proceedmg to be dismissed with a ruling that, m Lender's judgment, precludes forfeiture of the Propeity or other matenal unpamnent of Lender's mterest m the Property or nghts under this Security Instrument. The proceeds of any award or claim for damages that are attnbutable to the mqiairment of Lender's interest m the Property are hereby assigned and shall be paid to Lender

All Miscellaneous Proceeds that are not applied to restoration or repair of the Property shall be applied m die order provided for m Section 2.

12. Borrower Not Released; Forbearance By Lender Not a Waiver. Extension of the time for payment or modification of amortization of the sums secured by this Secunty Instrument granted by Lender to Bonower or any Successor m Interest of Bonower shall not operate to release the liability of Bonower or any Successors in Imerest of Bonower Lender shall not be required to commence proceedmgs against any Successor m Interest of Bonower or to refuse to extend trnie for payment or otherwise modify amortization of the sums secured by flus Secunty Instnunent by reason of any demand made by the ongmal Bonower or any Successors m Interest of Bonower Any forbearance by Lender m exercismg any nght or remedy includmg, without limitation. Lender's acceptance of payments from third persons, entities or Successors in Interest of Bonower or m amoimts less than the amount then due, shall not be a waiver of or preclude the exercise of any nght or remedy.

13. Joint and Several Liability; Co-signers; Successors and Assigns Bound. Borrower covenants and agrees that Bonower's obligations and liability shall bejomt and several However, any Bonower who co-signs this Secunty Instrument but does not execute the Note (a "co-signer"): (a) is co-signmg this Secunty Instrument only to mortgage, grant and convey the co-signer's mterest in the Property imder the terms of this Secunty Instrument, (b) is not personally obligated to pay the sums secured by this Secunty Instrument; and (c) agrees that Lender and any other Bonower can agree to extend, modify, forbear or make any accommodations with regard to the terms of this Secunty Instnunent or the Note without the co-signer's consent.

Subject to the provisions of Secuon 18, any Successor in Interest of Borrower who assumes Borrower's obligations under this Secunty Instrument in wntmg. and is approved by Lender, shall obtam all of Bonower's nghts and benefits under this Secunty Instrument. Bonower shall not be released from Bonower's obligations and liability under this Secunty Instrument unless Lender agrees to such release m wntmg The covenants and agreements of this Security Instrument shall bmd (except as provided m Section 20) and benefit the successors and assigns of Lender

14. Loan Charges. Lender may charge Bonower fees for services performed in connection with Bonower's default, for the purpose of protectmg Lender's mterest m the Property and nghts under this Secunty Instrument, mcludmg, but not limited to, attorneys' fees, propeity inspection and valuation fees In regard to any other fees, the absence of express authonty in this Secunty Instrument to charge a specific fee to Bonower shall not be construed as a prohibition on the chargmg of such fee Lender may not charge fees that are expressly prohibited by this Secunty Instrument or by Applicable Law

If the Loan is subject to a law which sets maxunum loan charges, and that law is finally inteipreted so that the mterest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits, then* (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit, and (b) any sums already collected from Bonower which exceeded permitted lumts will be refimded to Bonower Lender may choose to make this refund by reducmg the prmcipal owed under the Note or by makmg a direct payment to Bonower. If a refund reduces prmcipal, the reduction will be treated as a partial prepayment without any prepayment charge (whether or not a prepayment charge is provided for under the Note) Bonower's acceptance of any sudi refund made by direct payment to Bonower will constimte a waiver of any nght of action Bonower might have ansmg out of such overcharge

15. Notices. All notices given by Bonower or Lender m connection with this Secunty Instrument must be in wntmg. Any notice to Borrower m connection with this Secunty Instrument shall be deemed to have been given to Borrower when mailed by first class mail or when actually delivered to Borrower's notice address if sent by other means Notice to any one Bonower shall constimte notice to all Bonowers unless Applicable Law expressly requires

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otherwise The nonce address shall be the Property Address unless Borrower has designated a substimte nonce address by notice to Lender Bonower shall promptly notify Lender of Bonower's change of address. If Lender specifies a procedure for reporting Bonower's change of address, then Borrower shall only report a change of address through that specified procedure. There may be only one designated nonce address under this Secunty Instrument at any one tune Any notice to Lender shall be given by delivenng it or by mailmg it by first class mail to Lender's address stated herem unless Lender has designated another address by notice to Borrower. Any notice m connection with this Secunty Instrument shall not be deemed to have been given to Lender until acmally received by Lender If any notice required by this Secunty Instrument is also required under Applicable Law, the Applicable Law requirement will satisfy the corresponding requirement imder this Secunty Instrument.

16. Governing Law; Severability; Rules of Construction. This Secunty Instrument shall be governed by federal law and the law of the jurisdiction m which the Property is located All nghts and obliganons contained in this Secunty Instrument are subject to any requirements and limitations of Applicable Law Applicable Law might explicitly or implicitly allow the parties to agree by contract or it nught be silent, but such silence shall not be constmed as a prohibition against agreement by contract In the event that any provision or clause of this Secunty Instrument or the Note conflicts with Applicable Law, such conflict shall not afr'ect other provisions of this Secunty Instrument or the Note which can be given effect without the conflictmg provision

As used in this Secunty Instrument, (a) words ofthe masculme gender shall mean and include correspondmg neuter words or words of the feminme gender; (b) words m the singular shall mean and include the plural and vice versa; and (c) the word "may" gives sole discretion without any obligation to take any action

17. Borrower's Copy. Bonower shall be given one copy of the Note and of this Secunty Instrument. 18. Transfer of the Property or a Beneficial Interest in Borrower. As used m this Section 18, 'Interest in

the Property" means any legal or beneficial mterest m the Property, mcludmg, but not limited to, those beneHcial interests transfened in a bond for deed, contract for deed, mstallment sales contract or escrow agreement, the mtent of which is the transfer of title by Bonower at a fumre date to a purchaser

If all or any part of the Property or any Interest m the Property is sold or transfened (or if Bonower is not a namral person and a beneficial mterest m Borrower is sold or transfened) without Lender's pnor wntten consent. Lender may require immediate payment m fiill of all sums secured by this Secunty Instrument. However, this option shall not be exercised by Lender if such exercise is prohibited by Applicable Law.

If Lender exercises this option. Lender shall give Bonower notice of acceleration. The notice shall provide a penod of not less than 30 days from the date (he notice is given in accordance with Section 15 within which Borrower must pay all sums secured by this Secunty Instrument If Bonower fails to pay these sums pnor to the expiration of this penod. Lender may mvoke any remedies penmtted by this Secunty Instrument without further notice or demand on Bonower.

19. Borrower's Right to Reinstate After Acceleration. If Bonower meets certain conditions, Bonower shall have the right to have enforcement of this Secunty Instrument discontmued at any time pnor to the earliest of (a) five days before sale of the Propeity pursuant to any power of sale contained in this Secunty Instrument; (b) such other penod as Applicable Law imght specify for the termination of Bonower's nght to remstate, or (c) entry of a judgment enforcmg this Secunty Instrument Those conditions are that Bonower* (a) pays Lender all sums which then would be due under this Secunty Instrument and the Note as if no acceleration had occuned, (b) cures any default of any other covenants or agreements; (c) pays all expenses mcuned in enforcmg this Secunty Instrument, mcludmg, but not limited to, reasonable attorneys' fees, propeity mspection and valuation fees, and other fees incuned for the purpose of protecting Lender's interest m the Property and rights under this Secunty Instrument, and (d) takes such action as Lender may reasonably requue to assure that Lender's interest m the Property and rights imder this Secunty Instrument, and Borrower's obligation to pay the sums secured by this Secunty Instrument, shall contmue unchanged Lender may requre that Borrower pay such remstatement sums and expenses m one or more of the followmg forms, as selected by Lender: (a) cash; (b) money order; (c) certified check, bank check, treasurer's check or cashier's check, provided any such check is drawn upon an institution whose deposits are insured by a federal agency, instrumentality \ or entity; or (d) Electromc Funds Transfer. Upon remstatement by Bonower, this Secunty Instrument and obligations secured hereby shall remain fiilly effective as if no acceleration had occuned However, this nght to remstate shall not apply m the case of acceleration under Section 18.

CALIFORNIA- Single Family-Fennie Mae/Freddie Mac UNIFORM INSTRUMENT DoeMagic CFrnm Form 3005 1/01 Pegs 10 of 14 www docmagtc com

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20. Sale of Note; Change of Loan Servicer; Notice of Grievance. The Note or a partial mterest m the Note (together with this Security Instrument) can be sold one or more tunes without pnor notice to Borrower A sale might result in a change m the entity (known as the "Loan Servicer") that collects Penodic Payments due under the Note and this Secunty Instrument and performs other mortgage loan servicmg obligations under the Note, this Secunty Instrument, and Applicable Law There also might be one or more changes of the Loan Servicer unrelated to a sale of the Note If diere is a change of the Loan Servicer, Bonower will be given wntten notice of the change which will state the name and address of the new Loan Servicer, the address to which paymoits should be made and any other mformation RESPA requires in connection with a notice of transfer of servicing If the Note is sold and thereafter the Loan is serviced by a Loan Servicer other than the purchaser of the Note, the mortgage loan servicmg obligations to Bonower will remam with the Loan Servicer or tie transfened to a successor Loan Servicer and are not assumed by the Note purchaser unless otherwise provided by the Note purchaser.

Neither Borrower nor Lender may commence, jom, or be jomed to any judicial action (as either an mdividual litigant or the member of a class) that anses from the other party's actions puisuant to this Secunty Instrument or that alleges diat the other party has breached any provision of, or any duty owed by reason of, this Secunty Instrument, until such Borrower or Lender has notified the other party (with such notice given m compliance with the requirements of Section IS) of such alleged breach and afforded the other party hereto a reasonable penod after the givmg of such notice to take conective action. If Applicable Law provides a time penod which must elapse before certam action can be taken, that tune penod will be deemed to be reasonable for purposes of this paragraph The notice of acceleration and opportimity to cure given to Bonower pursuant to Section 22 and the notice of acceleration given to Bonower pursuant to Section 18 shall be deemed to satisfy the notice and opportimity to take corrective action provisions of this Section 20.

21. Hazardous Substances. As used m this Section 21 (a) "Hazardous Substances" are those substances defined as toxic or hazardous substances, pollutants, or wastes by Environmental Law and the followmg substances-gasolme, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, matenals containmg asbestos or formaldehyde, and radioactive matenals, (b) 'Environmental Law" means federal laws and laws of die junsdiction where the Property is located that relate to health, safety or environmental protection, (c) "Environmental Cleanup' mcludes any response action, remedial action, or removal action, as defined in Environmental Law, and (d) an 'Environmental Condition* means a condition that can cause, contnbute to, or otherwise tngger an Environmental Cleanup

Bonower shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances, or threaten to release any Hazardous Substances, on or m the Property. Bonower shall not do, nor allow anyone else to do, anything affectmg the Property (a) that is m violation of any Environmental Law, (b) which creates an Environmental Condition, or (c) which, due to the presence, use, or release of a Hazardous Substance, creates a condition that adversely affects the value of the Property. The precedmg two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropnate to normal residential uses and to mamtenance of the Property (includmg, but not limited to, hazardous substances m consumer products)

Bonower shall promptly give Lender wntten notice of (a) any mvestigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or pnvate party mvolvmg the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge, (b) any Environmental Condition, mcluding but not limited to, any spilling, leaking, discbarge, release or threat of release of any Hazardous Substance, and (c) any condition caused by the presence, use or release of a Hazardous Substance which adversely affects the value of the Property If Bonower learns, or is notified by any governmental or regulatory authonty, or any pnvate party, that any removal or other remediation of any Hazardous Substance affectmg the Property is necessary. Bonower shall promptly take all necessary remedial actions m accordance with Environmental Law. Nothing herem shall create any obligation on Lender for an Environmental Qeanup.

NON-UNIFORM COVENANTS. Bonower and Lender further covenant and agree as follows 22. Acceleration; Remedies. Lender shall give notice to Borrower prior to acceleration following

Borrower's breach of any covenant or agreement in this Security Instrument (but not prior to acceleration under Section 18 unless Applicable Law provides otherwise). The notice shall specify: (a) the default; (b) tbe action

CALIFORNIA-Single Family-Fannie Mae/Freddie Mac UNIFORM INSTRUMENT OocMagic e^smm Form 3006 1/01 Page 11 of 14 www.tStcmagle.eom

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required to cure tbe default; (c) a date, not less than 30 days from the date the notice is given to Borrower, by which the default must be cured; and (d) that failure to cure the default on or before the date spedfied in the notice may result in acceleration of tbe smns secured by tbis Security Instnunent and sale of tbe Property. The notice shall further inform Borrower of the right to reinstate after accelovtion and tbe right to bring a court action to assert the non-existence of a default or any other defense of Borrower to acceleration and sale. If the default is not cured on or before the date specified in the notice. Lender at its option may require immediate payment in full of all sums secured by tbb Security Instrument without further demand and may invoke tbe power of sale and any other remedies permitted by Applicable Law. Lender shall be entitled to collect all expenses Incurred in pursuing tbe remedies provided in this Section 22, bicluding, but not limited to, reasonable attorneys' fees and costs of titie evidence.

If Lender Invokes the power of sale. Lender shall execute or cause Trustee to execute a written notice of the occurrence of an event of default and of Lender's election to cause the Property to be sold. Trustee shall cause this notice to be recorded In each county in which any part of the Property Is located. Lender or Trustee shall mall copies ofthe notice as prescribed by Applicable Law to Borrower and to the other persons prescribed by Applicable Law. Trustee shall give public notice of sale to the persons and in tbe manner prescribed by Applicable Law. After the time required by Applicable Law, Trustee, vrithout demand on Borrower, shall sell tbe Property at public auction to the highest bidder at the time and place and under the terms designated ha tbe notice of sale in one or more parcels and in any order Trustee determines. Trustee may postpone sale of all or any parcel of the Troperty by public announcement at the time and place of any previously scheduled sale. Lender or its designee may purchase the Property at any sale.

Trustee shall deliver to the purchaser Trustee's deed conveying the Property without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements made therein. Trustee shall apply the proceeds of the sale in the following order: (a) to all expenses of tbe sale. Including, but not Umited to, reasonable Trustee's and attomqrs' fees; (b) to all suou secured by this Security Instrument; and (c) any excess to the person or persons legally entitled to It.

23. Reconveyance. Upon payment of all sums secured by this Secunty Instrument, Lender shall request Trustee to reconvey the Propeity and shall surrender this Secunty Instrument and all notes evidencmg debt secured by this Secunty Instrument to Tmstee Trustee shall reconvey the Property widiout warranty to the person or persons legally entitled to it. Lender may charge such person or persons a reasonable fee for reconveymg the Property, but only if the fee is paid to a third party (such as the Trustee) for services rendered and the chargmg ofthe fee is permitted under Applicable Law. If the fee charged does not exceed the fee set by Applicable Law, the fee is conclusively presumed to be reasonable

24. Substitute Trustee. Lender, at its option, may from time to time appoint a successor tmstee to any Trustee ^pomted hereunder by an instnunent executed and acknowledged by Lender and recorded in the office of the Recorder of the county in which the Property is located. The instrument shall contam the name of the ongmal Lender, Trustee and Borrower, the book and page where this Security Instrument is recorded and the name and address of the successor tmstee Without conveyance of the Property, the successor tmstee shall succeed to all the title, powers and duties confened upon the Trustee herem and by Applicable Law This procedure for substitution of tnistee shall govern to the exclusion of all other provisions for substitution

25. Statement of Obligation Fee. Lender may collect a fee not to exceed the maximum amount permitted by Applicable Law for fiinushmg the statement of obligation as provided by Section 2943 ofthe Civil Code of California

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BY SIGNING BELOW, Bonower accepts and agrees to the terms and covenants contamed m this Secunty Instrument and m any Rider executed by Borrower and recorded with it

The undersigned Bonower requests that a copy of any Notice of Default and any Notice of Sale under this Security Instrument be mailed to Bonower at the address set forth above.

GIVE CO GREEN LLC

By: DANIEL C Boirower SETH W. SCOTT

(Seal) -Borrower

(Seal) -Boirower

(Seal) -Borrower

(Seal) -Bonower

(Seal) -Bonower

Wimess. Witness:

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BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contamed m this Secunty Instrument and m any Rider executed by Bonower and recorded with it

The undersigned Borrower requests that a copy of any Nonce of Default and any Notice of Sale under this Secunty Instrument be mailed to Borrower at the address set forth above.

_ (Seal) I Z i ^ (Seal) Borrower SETH W. SCOTT -Borrower

(Seal) '. (Seal) -Bonower -Borrower

(Seal) (Seal) -Bonower -Borrower

Wimess: Wimess:

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(Space Below This Line For Acknawledgmenll -

A notaiy public or other officer completmg this certificate verifies only the identity of the mdividual who signed the document to which this certificate is attached, and not the tmthfiilness, accuracy, or validity of that document

State of CALIFORNIA )

County of SACRAMENTO )

On April 15, ^/S before me,

personally appeared DANIEL CIOCI AND SETH W. SCOTT

who proved to me on the basis of satisfactory evidence to be the perso f Avhose nan pJ-Ware subscnbed tofte withm instrument and acknowledged to me that he/she/they executed the same mhtsAer/tneir authorized capacity(i ^ and that by bis hef/their signatur^^n the mstrument the perso s) or die entity upon behalf of which the pereo ) acted, executed the mstmment

I certify under PENALTY OF PERJURY under the laws of the State of Califonua that the foregomg paragraph is tme and conect.

WITNESS my hand and official seal

J. CONYERS' " [ COMM. #2001307 z

Notary Public California g Placer County -j

NOTARY SEAL

NOTAlMCSIGMtfrURE

(Typed Name of Notaiy)

CALIFORNIA-Single Family-Fannie Mae/Freddie Mac UNIFORM INSTRUMENT Form 3005 1/01 Page 14 of 14

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Exhibit A

REAL PROPERTY IN THE CFTY OF FOLSOM, COUNTY OF SACRAMENTO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS

Parcel No 1

All that portion of land shown and designated Parcel No 2, Curtis G & E M Hopper, on that certam Record of Survey entitled "Lot 3, Section 23, Township 10 North, Range 7 East, M D B & M, recorded m the Office ofthe County Recorder of Sacramento County, on January 18, I960, m Book 15 of the Surveys, at Page 24, descnbed as follows

Begmnmg at a pomt on the South Ime of said Parcel No 2, located South 88° 32' 58" East 225 00 feet from the Southwest coiner of said Parcel No 2, as shown on said Survey, thence from said pomt of beginnmg North 01° 27' 02" East 216 65 feet to a point m the North line of said Parcel No 2, thence North 87° 23' 50" East, along said North line 324 66 feet, thence South 19° 50' 53" West 249 63 feet, thence North 88" 32' 58" West 244 15 feet to the point of begmnmg

Parcel No lA

An easement for mgress and egress over, across and along the followmg descnbed land A strip of land ofthe uniform width of 6 feet, the North line of which is descnbed as follows Begmnmg at the Northwest comer of said Parcel No 2, Curtis G & E M Hopper property, as shown and designated on said Survey, thence from said pomt of begmnmg North 87° 23' 50" East, along the North Ime of said Parcel No 2, a distance of 225 26 feet to the Northwest comer of die parcel of land descnbed heremabove

Parcel No 2

All that portion of Lot 3 m the Southwest one-quarter of Section 23, Tovmship 10 North, Range 7 East, M D B & M , descnbed as follows

llie East 55 feet of the followmg descnbed land

Begmnmg at a R R SpUce driven flush with the pavement m the center of the Grant Lme Road, a 50 foot public road (The center Ime of which marks the boundary between said Lot 3 and Rancho San Juan) from which the Southwest comer of said Lot 3 bears South or 28' 5T' West 656 08 feet measured along the center line of said Grant Lme Road and the boundary between said Lot 1 and Rancho San Juan, thence from said pomt of beginning along said lme. North 01° 28' 57" East 123 00 feet to a sunilar monument thence South 88° 31' 03" East 280 00 feet to a 2" x 2" Redwood Stake stamped L S. 2217, thence parallel with the center hne of said Grant Lme Road, South 01° 28' 57' West 123 00 feet to a sunilar monument, thence North 88° 31' 03" West 280 00 feet to the point of beginnmg

Parcel No 3

All that portion of Lot 3 m the Southwest one-quarter of Section 23, Township 10 North, Range 7 East, M D B & M, descnbed as follows*

Begmnmg at a 1 1/4 mch iron pipe markmg the Southwest comer of Lot 9, as shown on the "Plat of La Donna Glen", recorded m the Office of the Recorder of Sacramento County, on April 18,1960, in Book 60 of Maps, Map No 9, and the Southeast comer of Parcel No 4 as shown on the Record of Survey of Lot 3, Section 23, Tovmship 10 North, Range 7 East M D M, filed m the Of!ice ofthe Recorder of Sacramento County, on January 18, 1960, m Book 15 of Surveys, at Page 24, said comer bemg on the North lme of Mosswood Cu cle, a 42 foot public road, as shown on said "Plat of La Donna Glen, "Thence from said pomt of begmnmg, along the South line of said Parcel No 4, North 88° 32' 58" West 55 00 feet to the Southeast comer of the land descnbed in the Deed recorded in Book 4167, Page 784, Official Records, thence along tiie Southerly extension of the East lme

of said Deed recorded m Book 4167, Page 784, South 01° 27' 02" West to a pomt on the North lme of said Mosswood Cirele, thence along said North line North 88° 47 31" East to the pomt of beginnmg

APN: 227-0211-012

Loan Number: 2015-07

DEFAULT INTEREST RATE RIDER

The last sentence of Paragraph 2 of the Note Is hereby deleted and the following provisions are substituted in its place in the Note, and added to the Mortgage or Security Agreement:

EXTENDED DEFAULT

If, for any reason, (I) I fail to make a fiill monthly payment on or before the last day of the month m which said monthly parent is due; or (2) I fail to pay the entire amount due on my loan on the matiinty date or other date on wluch I am required to make immediate payment m fiill of the entire amount due on my loan, whedier by reason of acceleration of my loan or otherwise, or (3) I fail to perform any of my obligations under tbe loan note or the Mortgage (Secunty Instrument); or (4) If this is a loan on a cooperative apartment umt, the (Collateral Note and Secunty Agreement) for more than thirty (30) days, then my loan, and any other connected or related loan held by you, will be m Extended Default, and I will be obligated to pay interest at the Default Interest Rate, as set forth below

DEFAULT INTEREST RATE

If I am m Extended Default, as descnbed above, the mterest rate on my loan, and on any other connected or related loan held by you (Note Holder), will be mcreased to 18 . 0 0 0 % per annum (the "Default Interest Rate") without pnor notice to me, until either of the followmg two events occurs- (1) all amounts which are due and unpaid on the loan, including monthly payments and charges due (mcludmg mterest at the Default Interest Rate imposed hereunder), are paid m full, and all other defaults under the loan documents have been cured, provided that the loan has not matured, by acceleration or otherwise, and I have complied with all requirements contamed m the loan documents to conect defaults, or (2) the entire amount due on the loan, mcludmg all prmcipal, interest (mcluding interest at the Default Interest Rate unposed hereunder) and all other amounts and charges due, are paid m fiill Interest at the Default Interest Rate will be charged from the first day ofthe month unmediately following the month m which any monthly payment m Extended Default was due, or from the date of the occurrence of any other event which causes my loan to be in Extended Default Accmal of mterest at the De&ult Interest Rate shall be m addition to, and not in place of, any late fees or charges, or any other charges which may become due under die loan documents. In no event shall I be required to pay interest at an mterest rate greater than the maximum mterest rate permitted by law, or mterest at the Default Interest Rate for a penod greater than permitted by law In the event that you determme that mterest at the Default Interest Rate is m excess of the alxive requirements, such excess will be credited to reduce the pnncipal balance due on the loan You may, at your option, notify me of the mcrease of the mterest rate on my loan due to the Default Interest Rate, and the mcreased monthly payment due by reason of the application of the Default Interest Rate, on subsequent monthly billmg statements

DEFAULT INTEREST RATE RIDER DoeBHaalc e^oms DIRRMSC 08/21/12 Page 1 of 2 wvm.docmagle coin

Din 0

I agree to the terms of this Default Interest Rate Rider.

l E L CIOCI Date Borrowef SETH'^. SCOTT

Boirower Date Borrower Date

Borrower Date Borrower Date

DEFAULT INTEREST RATE RIDER DIRRMSC 08/21/12 Page 2 of 2

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DiTTjaa-ft-Hal

Loan Nutt±)er: 2015-07

1-4 FAMILY RIDER (Assignment of Rents)

THIS 1-4 FAMILY RIDER is made this 15th day of A P R I L , 2015 and is mcoiporated mto and shall be deemed to amend and supplement the Mortgage, Deed of Tmst, or Secunty Deed (the "Secunty Instrument") of the same date given by the undersigned (the "Bonower") to secure Borrower's Note to TnTT) V. SANFTUPPO AND CHRISTINE G. SANFILIPPO, IKUSIEES OF THE SANFTLrPPO FAMILY LIVING TRUST DftTED FEBRUARY 26, 1999 (the "Lender") of the same date and covenng the Propeity descnbed m the Secunty Instiument and located at-

9809 MOSSWOOD CIRCLE, FOLSOM, CALIFORNIA 95630 [Propeity Address]

1-4 FAMBLV COVENANTS. In addition to the covenants and agreements made m the Secunty Instmment, Bonower and Lender fiirther covenant and agree as follows

A. ADDITIONAL PROPERTY SUBJECT TO THE SECURITY INSTRUMENT. In addition to tbe Property descnbed m Secunty Instrument, the followmg Items now or hereafter attached to the Property to the extent they are fixtures are added to tbe Property descnption, and shall also constimte die Property covered by the Secunty Instrument, buildmg matenals, appliances and goods of every nature whatsoever now or hereafter located m, on, or used, or mtended to be used m connection with the Property, including, but not lunited to, those for the purposes of supplymg or distnbuting heatmg, cooling, electncity, gas. water, air and light, fire prevention and extinguishmg apparatus, secunty and access control apparatus, plumbing, bath nibs, water beaters, water closets, sinks, ranges, stoves, refrigerators, dishwashers, disposals, washers, dryers, awmngs, storm wmdows, storm doors, screens, blinds, shades, curtams and cuitam rods, attached imnors, cabinets, panelmg and attached floor coverings, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by the Secunty Instrument All of the foregoing together with the Propeity descnbed m the Seciuity Instrument (or the leasehold estate if the Secunty Instrument is on a leasehold) are refened to in this 1-4 Family Rider and the Secunty Instmment as the "Property "

B. USE OF PROPERTY; COMPLIANCE WITH LAW. Bonower shall not seek, agree to or make a change in the use of the Property or its zonmg classification, unless Lender has agreed in wntmg to the change. Bonower shall comply with all laws, ordinances, regulations and requirements of any governmental body applicable to the Property

C. SUBORDINATE LIENS. Except as penmtted by federal law. Borrower shall not allow any hen mfenor to the Security Instrument to be perfected against the Property without Lender's pnor wntten pennission

D. RENT LOSS INSURANCE. Borrower shall maintam msurance against rent loss in addition to the other hazards for which insurance is required by Section 3

MULTISTATE 1-4 FAMILY RIDER DoemagleeFmm Fannie Mae/Freddie Mac UNIFORM INSTRUMENT www doonaoic a»n Form 3170 1/01 Page 1 ot 3

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E. "BORROWER'S RIGHT TO REINSTATE" DELETED. Section 19 is deleted

F. BORROWER'S OCCUPANCY. Unless Lender and Borrower otherwise agree m writmg. Section 6 concenung Borrower's occupancy of the Property is deleted

G. ASSIGNMENT OF LEASES. Upon Lender's request after default, Borrower shall assign to Lender all leases of the Propeity and all secunty deposits nuide m connection with leases of die Property. Upon the assignment. Lender shall have the right to modify, extend or terminate the existmg leases and to execute new leases, in Lender's sole discretion As used in this paragraph G, the word "lease" shall mean "sublease" if the Secunty Instmment is on a leasehold

H. ASSIGNMENT OF RENTS: APPOINTMENT OF RECEIVER; LENDER IN POSSESSION. Boirower absolutely and unconditionally assigns and transfers to Lender all the rents and revenues ("Rents") of the Property, regardless of to whom the Rents of the Property are payable Bonower authonzes Lender or Lender's agents to collect the Rents, and agrees that each tenant of the Property shall pay the Rents to Lender or Lender's agents However. Bonower shall receive die Rents until (i) Lender has given Bonower notice of default pursuant to Section 22of the Secunty histnunent and (ii) Lender has given notice to die tenant(s) that the Rents are to be paid to Lender or Lender's agent This assignment of Rents constitutes an absohite assignment and not an assignment for additional secunty only

If Lender gives notice of default to Borrower, (i) all Rents received by Borrower shall be held by Bonower as trustee for the benefit of Lender only, to be applied to the sums secured by the Secunty Instrument, (ii) Lender shall be entitled to collect and receive all of the Rents of the Property, (iii) Bonower agrees Uiat each tenant of the Property shall pay all Rents due and unpaid to Lender or Lender's agents upon Lender's wntten demand to the tenant, (iv) unless applicable law provides otherwise, all Rents collected by Lender or Lender's agents shall be apphed first to the costs of takmg control of and inanagmg the Property and collectmg the Rents, mcludmg, but not Imuted to, attomey's fees, receiver's fees, premiums on receiver's lionds, repair and maintenance costs, insurance premiums, taxes, assessments and other charges on the Property, and then to die sums secured by the Secunty Instnunent, (v) Lender, Lender's agents or any judicially appomted receiver shall be liable to account for only those Rents acmally received, and (vi) Lender shall be entitled to have a receiver appomted to take possession of and manage tbe Property and collect the Rents and profits denved from the Property without any sbowmg as to the madequacy of the Propeity as secunty

If the Rents of tbe Property are not sufficient to cover the costs of taking control of and managing the Property and of collectmg the Rents any fimds expended by Lender for such purposes shall become mdebtedness of Borrower to Lender secured by the Secunty Instnunent punuant to Section 9

Boirower represents and wanants diat Bonower has not executed any pnor assigiunent of the Rents and has not performed, and will not perform, any act that would prevent Lender from exercismg its nghts under this paragraph.

Lender, or Lender's agents or a judicially appointed receiver, shall not be required to entei upon, take control of or Tnamtain the Property before or after givmg notice of default to Borrower However, Lender, or Lender's agents or a judicially appomted receiver, may do so at any tune when a default occurs. Any application of Rents shall not cure or waive any default

MULTISTATS 1-4 FAMILY RIDER OOCWsotefl^mB Fannie Mae'Freddie Mac UNIFORM INSTRUMENT MTWIV docmagic com Fom 3170 1/01 Page 2 ot 3

or mvalidate any other nght or remedy of Lender This assignment of Rents of the Property shall tennmate when all the sums secured by the Secunty Instmment are paid m fiill

I. CROSS-DEFAULT PROVISION. Borrower's default or breach under any note or agreement m which Lender has an mterest shall be a breach under tbe Secunty Instmment and Lender may invoke any of die remedies permitted by the Secunty Instrument

BY SIGNING BELOW. Borrower accepts and agrees to the terms and covenants contamed in thu 1 -4 Family Rider.

I V E CO GREEN L L C

(Seal) Borrower

(Seal) -Boirower

(Seal) -Borrower

(Seal) -Borrower

(Seal) -Bonower

(Seal) -Borrower

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•(Space Above This bra For Recording Datal-

Loan Number: 2015-07

BALLOON RIDER

THIS BALLOON RIDER is made this 15 th day of APRIL 2015 , and IS incorporated mto and shall be deemed to amend and supplement the Mortgage, Deed of Tmst or Security Deed (the "Security Insu^ent") of die same date given by the undersigned ("Bonower") to secure Bonower's Note (the "Note") to TCCD V. SANFILIPPO AND CHRISTINE G. SANFTT.TPPO, TRUSTEES OF THE SANFILIPPO FMIILiY LIVING TRUST DATED FEBRUARY 26, 1999 (the "Lender") ofthe same date and covermg the property descnbed m the Security Instnunent and located at:

9809 MOSSWOOD CIRCLE, FOLSOM, CALIFORNIA 95630 [Propeny Address]

The mterest rate stated on the Note is called the "Note Rate." Tbe date of the Note is called the 'Note Date." 1 understand die Lender may transfer die Note, Secunty Instrument and this Rider The Lender or anyone who takes the Note, the Secunty Instrument and this Rider by transfer and wbo is entitled to receive payments under the Note is called the "Note Holder "

ADDITIONAL COVENANTS, hi addition to the covenants and agreements m the Secunty Instrument, Borrower and Lender further covenant and agree as follows (despite anything to the contraiy contained m the Security Instrument or the Note)*

THIS LOAN IS PAYABLE IN FULL AT MATURITY. YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. THE LENDER IS UNDER NO OBLIGA'nON TO REFINANCE THE LOAN AT THAT TIME. YOU WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT YOU MAY OWN, OR YOU WILL HAVE TO FIND A LENDER, WHICH MAY BE THE LENDER YOU HAVE THIS LOAN WITH, WILLING TO LEND YOU THE MONEY. IF YOU REFINANCE THIS LOAN AT MATURTFY, YOU MAY HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN REFINANCING FROM THE SAME LENDER.

MULTISTATE BALLOON RIDER DeetllBgleeiMsrm 04/26/04 Page 1 ol 2 www.doanaglc com

Usb idr tml

BY SIGNING BELOW, Bonower accepts and agrees to the terms and covenants contamed m this Balloon Rider

I T | i lL_ Bbrrower^ETH W. SCOTT

Borrower Date Borrower Date

Borrower Date Borrower Date

MULTISTATE BALLOON RIDER 04/26/04 Page 2 of 2

DocHagtctlFsaam wwvu.doanagie com

EXHIBIT "B"

PROFIT SHARING AGREEMENT

This Profit Shariflg Agreement (fliis "Agreement") is entered into as of April 21, 2015("EfFective Dite"), by and among. Give Co Green ,LLC f Nevada limited liability company COwner"), and Homework investments Granite Bay, LLC, ("Investor")

a CA limited liability cotnpany

BACKGROUND

A. Give Co Green, LLC is an entity that buys ajid flips home for profit. i

B. Iijivestor is an entity that invests into real its projects.

C. The Ovmer and Investor wish to memorializ ? the profit sharing agreeme f between them, for a particular project liste I in exhibit a.

D. The owner will be responsible for the locatii >h, acquisition, rehabilitation, and sale of project listed in exhibit a. Owner will also put other private financing in place to acquke subject property. |

E. Investor will invest the necessary cjqpital listed in exhibit A to help purchase and rehabilitate the subject pmpeity for resale.

V. Owner and Investor will split the net procee Is 50/50. C. Owner will establish a zero interest note for the amount invested by investor

and will allow Investor to place a lien on the property for the jamount invested listed in exhibit a to securitize its investment if the other private financing groujj will allow such lien to be placed on the property. [

I

For good and valuable consideration the parties agr ejas follows:

/. Term. This agreement will be in place until the subject property is sold,

Profit Sheping Interests andPaymms to Investor. M job cost tracking will be done by Owner ai d is open for review to at any point during me project Profit will be calculated by creating a basis in tbe propeity, adding all expensed associ^d to tbe project, and then subtracting from final sale price. 50% of this profit will be paid to Investor in the form of check or wire upon the sale of the propeity. investor's initial investment will be paid directly to Investor from escrow upon tbe sale, unless a portion of the investment is paid back earlier. Then payoff to escrow will be adjijsted according upon final sale. Profit portion of project will be wired to investor within 5 business days of sale of property after all insurance, titilities, and final ptojeqt costs have been accounted for.

Books and Records. Give Co Green agrees that it shajl keep accurate and complete records and books of account concerning all transactions relating to Ms Agreement Oncludingi without limitation, labor, materials, services, closmg costs, taxes, insurance etc.). Investor, or its representatives, shall have the right at all reasonable times to inspect and to make copies of the books and records ofthe otiier party insofar as such books and records shall relate to the computation of amoimts to be paid to Investor.

4. Successors and Assignment. Neither this Agreement nor the rights, interests or other - obligations accruing under this Agreement may be assigned or transferred, in whole or in

part, by operation of law or otherwise, by any party vwthout the prior vmtten consent of the Investor, who may assign all of its rights and obligations under this Agreement to its designee,'transferee or affiliate.

5. Binding. This Agteement shall be binding upon thepspective heirs, executors, administrators, and successors and Owner and Inve or.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Calitbmia, ynited States, but without giving effect to any conflict of law provision or rule that would cause the application ofthe substantive laws of any other jurisdiction. Each ofthe parties hereto irrevocably and unconditionally submits for itself to the exclusive jurisdiction (and waives any objection to the venue) of any United States federal court or ate court sitting in the County of Sacramento, State of Califomia. United States, and any appellate court therefrom, in any suit, action arising out of relating to this Agreement and tfie transactions contemplated hereby. !.'

WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS WHICH CANNOT BE WAIVED; EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT. OR; OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM. DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR tHE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXICTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. ANY OF THE PARTES

i' I i I

HERETO MAY FILE AN ORIGINAL COUNTERP.)«lT OR A COPY OF THIS SECTION; 14 WITH ANY COURT AS WRITTEN l XDENCE OF THE CONSENT OF EACH OF THE PARTIES HERETO TO THE WAIVER OF HtS OR ITS RIGHT TO TRIAL BY JURY.

8. Entire Agreement; Modification: Waiver; Atneridineht. The Transaction Documwits and the other agreements contemplated hereby or die by Constitute the fiiU and entire und tanding ofthe parties hereto regarding the subject matter hereof and thereof and supersedeiall prior or cont poraneous agreeihents, documents, tmd rstanding or aiiangements regarding the subject matter hereof and thereof. Any amendment, modification or waiver of this Agreement or any provision hereof must be in writing executed by the parties hereto.

Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (i) iipon personal delivery,'(ii) the next business day after the business day timely delivered to a recognized ovemight courier or (iii) five (5) days after deposit in the United Slates mail, by registered or certified mail, postage prepaid and properly addressed to the party to be notified as set forth on the signature page hereof or at such other address as such party may designate by ten (10) days advance written notice to the other jparty hereto.

10. Expenses. Each party shall be responsible for their <>wn costs, fees and expenses incurred with the examination, review, negotiation, execution, delivery and perfonnance of this Agreement and the agreements contemplated' hereby (including the other Transaction Documents) and the transactions contemplated hereby and thereby.

IN WITNESS WHEREOF, the undersigned has executed this Profit Sharing Agreement.

Give Co Green, I.LC (Owner) HWIGB IXC (Investor)

By: Gary:Deblaquiere

Its:

Date: Date:

• •-tJ.r-,;..

Exhibit A-Project Overivevtfi;

Subject Property: ^^i^T filoSSC^ooo (^Jt io* . \

Purahasfe Price: .$525,000

Rjehab Budget provided by Investor $150,000

Wen amount to title: $150,00a.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT

A notary puUlc or other officer completing tfiis certificate verifies only the Identity of the individual who signed the document to which this certificate Is attached, and not the truthfulness, acqjracy, or valldit/ of that document

STATE OF Califomia COUNTY OF Sacramento

)SS

before me, Jamie Morse-Klncald

f=ileNo: 0 APN No:

_ , Notary Public, personally appeared

who proved to jne &n~t) e bs^'of satisfactory evidence to be the per»}n(s) whose nanie(s) i are subscribed to the within Ihstniment and acknowledg j to me that he;/she/they executed ttie same In hl herAhdr authorized capadty(le$), and that by hls/her/theJr signatureCs) on the Instrument the person(s). Instrument,

the entity upon Iiehalf of which the person{s} acted, executed the

I certify u/ider PENAl>rir OP PER]lj{lY under the laws of the te of CaRfbmla that the foregoing paragraph Is true and correct

WTTNE my hand anqoffldal se

Signatui JAMIE H0RSE«KCWO i C(»IU.# 1SS30T8 ui stcmmwm ^

this area for official notarial seal.

OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER

Though statute does not require the Notary to fill in the data below, dang so may prove Invaluable to persons relying on the documents. i I INDIVIDUAL I I CORPORATE OFi=lCERfS) T!JIE(S) I I PARTNERfS) • UMITED I I ArrCRNEY-IN-FACr I 1 TRUSTEE{S) I I GUARDIAN/CONSERVATOR I I OTHER SIGNER IS REPRESENTING:

• GENERAL

Name of Person or Entity Natne of Person or Entity

OPnnONAL SECTION - NOT PART OF NOTARYACKNOWLEDGEMENT Though the data requested here Is not required by law, it could prevent fraudulent reattachment of this form.

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUI ENT: NUMBER OF PAGES DATE OF DOCUMEl^

SIGNER(S) CTHER THAN NAMED ABOVE Rcpraduced fey nm Amafcan TOc.Compony 11/3007

CAUFORNIA ALL-PURPOSE ACKNOWLEDGEMENT

A notary public or other officer compl^ng tMs certificate verifies only the Identity oftiie Individual who ned ttie document to whidi this certificate is attached, and not the truthfulness, aocuiacy, or validity of that document

STATE OF Callfbmia COUNTY OF SaoamentD

)SS

' )

On 04/24/2015 before me, Jamie Morse-IOncakl

RIeNo: (JM) APN No:

_ , Notary PuWk; personally appeared Rick M3d)onnell. who proved to rhe on the basis of satisfactory evidence to be the per$on(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me tiiat he/she/tiiey executed the same in hls/her/thelr authorized capacRyQes), and that by his/her/their signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instmment

I certify uni

WITNESS

Signature

OF PEfUURY under ttie laws of ttie!

official seal.

of Califbmla that the foregoing paragraph Is true and conect

L C0Bil.#l«?«JL 111

This area for offidal notarial seal.

OPTIONAL SECTION. NOT PART OF NOtARY^i l t^^^ CAPACITY CLAIMED BY SIGNER

Though statute does not require tiie Notary to fiil In Uie data below, doing so may prove Invaluable to persons relying, on ttie documents.

l i n INDIVIDUAL

I I CORPORATE 0FFIC6R(S) TTTLEtS)

I I PARTNERfS) • UMITED • GENERAL

I I ATTORNEy-IN-FACr

O T R U S T E E ( S )

I I GUARDIAN/CONSERVATOR

I iOTHER

SIGNER IS ttEPRESEtmNG:

Name Of Person or Entity Name of Person or Entity

^""' ' '" ' ' '"OBSBALSE!58R!O?SB Though ttie data requested ho-e is riot required by law, it could prey^ fraudulent reattachment of tills form.

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMEIMT: :

NUMBER OF PAGES DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE Reproduced bir Rnt Antilon IWe Onitanir lJ/2007

EXHIBIT "C"

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL DOCUMENT TO: Lynn Judd 7453 Beech ave Orangevale 95662

Sacramento County Recorder Donna fillred, Clerk/Recorder BOOK 20150501 f" ^ 0793 Check Number v4436 Friday, MfiY 01, 2015 11:47:27 Ml T t l Pd $60.00 Rcpt # 0008612997

. DHB/58/2-7

Space Above This Line for Recorder's Use Only

A.P.N.: 227-0211-012-0000 File No.: ()

DEED OF TRUST WITH ASSIGNMENT OF RENTS (LONG FORM) |

THIS DEED OF TRUST, made this 04/23/2015, ijetween |

TRUSTOR: Give Co Green, LLC, a California Limited Liability Company !

whose address i s , , '

TRUSTEE: First American Title Insurance Company, a Nebraska Corporation

and BENEFICIARY: Lynn Judd |

• WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Folsom, County of SacrannentOf State of California, described as: . See exhibit A ' together with rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of $150,000.00. with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of Trustor incorporated by reference or contained herein and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.;

A. To protect,the security of this Deed of Trust, Trustor agrees:

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1) To keep said property in good condition and repair, not to remove or demolish any building I thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefore, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon, not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.

2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon indebtedness secured hereby and in such order as Beneficiary may detenmine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.

I

4) To pay, at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all cost, fees and expenses of this Trust

Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may; make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. j

I 5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with

interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

B. It is mutually agreed:

1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.

2) That by accepting payment of any sum secured hereby after its due date. Beneficiary does not waive his right either to require payment when due of all other sums so secured or to declare default for failure so to pay.

(Continued on Page 3) 1193(1/94)

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3) That at any time or from time to time, without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easements thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof.

4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitied tiiereto".

5) That as additional security. Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right; prior to any default by Trustor in payment of any indebtedness secured hereby or in perfonmance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default. Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including ' reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder. Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and-of election to cause to be sold said property, which notice shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of said having been given as then required by law. Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for case in lawfiji money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of trustee and of this Trust, including costs of evidence of title in connection with sale. Trustee shall apply to proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.

(Continued on Page 4) ' 1193(1/94)

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7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from tirfie to time, by instrument in vyriting, substitute a successor or successors to any Trustee named, herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counti'es where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to ail its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.

8) That this Deed applies to, inures to the benefit of, and binds all pariiies hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires the masculine. gender includes the feminine and/or neuter, and the singular number includes the plural, i

9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. i

10) Trustor requests that copies of the notice of default and notice of sale be sent to Trustor's ! address as shown above.

Beneficiary requests that copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust be sent to Beneficiary's address, as set forth on page one of; this Deed of Trust, as provided by Section 2924(b) of the California Civil Code. :

Give Co Green, LLC,/a igmfprnia Limited i Liability Company J / ^ / fS )

m

(Continued on Page 5) 1193

Page;

(1/94)

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is atirached, and not the truthfulness, accuracy, or validity of that document

STATE OF COUNTY OF

CA_ Sacramento

JSS

)

On before me, Jamie Morse-Kincaid, Notary Public, personally appeared " ^ / CK I fhrO^jU^ L

, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. j

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. !

WITNESS my hand and official seal.

COMM.* 1953078 ID

cow. Ex?, Ocv^;20l5j

This area for official notarial seal

(Continued on Page 6) 1193 (1/94)

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^ Q j RECORD REQUEST FOR FULL RECONVEYANCE To be used only when note has been paid.

To: Rrst American Tide Insurance Company, a Nebraska Corporation, Dated" Trustee

The undersigned is the legal owner and holder of all indebtedness secured by the within Deed of Trust. N\ sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Tmst, delivered to you herewith together with said Deed of Trust, to | reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, the estate now held by you under the same. j

Mail Reconveyance to:

By.

By_

NOTE: Signatures on this Request for Full Reconveyance must be notarized.

Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made.

U93!(l/94)

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